EXHIBIT 99.04




                              KENTUCKY UTILITIES COMPANY

                                EMPLOYEE SAVINGS PLAN

                    _____________________________________________



                       (As Amended and Restated Effective As Of
                                   January 1, 1997)





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                                  TABLE OF CONTENTS



          ARTICLE                       TITLE                       PAGE

            I                          General                        1

            II               Definitions and Construction             1

           III              Eligibility and Participation             6

            IV                      Contributions                     7

            V                      Investment Funds                   18

            VI          Allocations to Participant's Accounts         20

           VII                   Vesting of Accounts                  24

           VIII                Distribution of Benefits               24

            IX                  Loans to Participants                 33

            X                       Administration                    35

            XI                      Miscellaneous                     42

           XII      Amendment, Termination and Action by Employers    46

          XIII            Successor Employer and Merger or
                               Consolidation of Plans                 47









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                              KENTUCKY UTILITIES COMPANY
                                 EMPLOYEE SAVINGS PLAN

                       (As Amended and Restated Effective As Of
                                   January 1, 1997)


                                      ARTICLE I

                                       General


                    In order to provide for a systematic savings program
          for eligible employees and in order to supplement such savings
          with employer contributions, Kentucky Utilities Company
          established, effective January 1, 1988, the Kentucky Utilities
          Company Employee Savings Plan.  The terms and conditions of the
          Plan, as amended and restated as of January 1, 1997, are
          hereinafter set forth and shall be effective in respect of Plan
          Years beginning on or after January 1, 1997.  However, certain
          provisions are effective as of other specified dates.  Any
          provisions of the Plan that are effective prior to January 1,
          1997 shall be deemed to amend the corresponding provisions of the
          Plan as in effect before this amendment and restatement.


                                      ARTICLE II

                             Definitions and Construction

                    2.1  Definitions:  The following words and phrases
          shall have the meanings set forth below unless a different
          meaning is clearly required by the context:

                    (a)  Account:  Any or all of the accounts maintained
               for each Participant showing his interest in the Trust Fund
               as described in (i), (n), (u), (y) and (z) below.

                    (b)  Active Participant:  An Employee who has in effect
               while a Participant an authorization for a reduction in
               Compensation as provided in Section 4.1.

                    (c)  Affiliated Employer:  Any member of a controlled
               group of corporations (as defined in Section 414(b) of the
               Code) of which the Corporation is a member, any member of a
               group of trades or businesses which are under common control
               (as defined in Section 414(c) of the Code) of which the
               Corporation is a member, any member of an affiliated service
               group (as defined in Section 414(m) of the Code) of which
               the Corporation is a member, and any other organization
               deemed to be affiliated with the Corporation under
               Section 414(o) of the Code.

                    (d)  Board of Directors:  The Board of Directors of the
               Corporation.


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                    (e)  Code:  The Internal Revenue Code of 1986, as
               amended from time to time.

                    (f)  Committee:  The committee established pursuant to
               the provisions of Section 10.2.

                    (g)  Common Stock:  Common Stock of KU Energy
               Corporation or any successor or successors.

                    (h)  Compensation:  The base pay, excluding overtime
               pay, shift differentials, commissions, pay-in-lieu of
               vacations, bonuses, performance incentive compensation and
               other special payments, paid to an Employee while an Active
               Participant by an Employer for services performed, but
               without reduction by the amount of any contributions made by
               the Employer on behalf of the Employee to his Compensation
               Conversion Accounts pursuant to Section 4.1 or pursuant to a
               salary reduction agreement under any cafeteria plan meeting
               the requirements of Section 125 of the Code.

                    For any Plan Year, however, Compensation in excess of
               $150,000 (as adjusted for such Plan Year for the cost of
               living in accordance with Section 401(a)(17)(B) of the Code)
               shall be disregarded.

                    (i)  Compensation Conversion Accounts:  A Participant's
               Matched Compensation Conversion Account and Supplemental
               Compensation Conversion Account.

                    (j)  Corporation:  Kentucky Utilities Company or any
               successor or successors.

                    (k)  Effective Date:  January 1, 1988.

                    (l)  Employee:  Any person, on or after the Effective
               Date, receiving regular stated salary or wages from and
               rendering service to an Employer, but excluding, however,
               (i) any person who is part of a collective bargaining unit
               unless and until the certified collective bargaining agent
               and the Employer agree to coverage under the Plan, (ii) any
               person who is a leased employee or deemed to be an employee
               of an Employer as provided in Section 414(n) or (o) of the
               Code, and (iii) any person who is an independent contractor.

                    Any individual who is a "leased employee" as provided
               by Section 414(n) of the Code shall be treated as a leased
               employee for purposes of Section 2.1(l)(ii) above and any
               other applicable provision of the Plan.  A "leased employee"
               as provided by Section 414(n) of the Code means any
               individual who, pursuant to an agreement between the
               Employer or Affiliated Employer and any other person
               ("leasing organization"), has performed services for the
               Employer or Affiliated Employer on a substantially full time
               basis for a period of at least one year if such services are
               performed under primary direction or control by the Employer

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               or Affiliated Employer, as the case may be.  An individual
               will not be considered a "leased employee" as provided in
               Section 414(n) of the Code, however, if (A) leased employees
               (determined without regard to this sentence) do not
               constitute more than 20 percent of the Employer's or
               Affiliated Employer's nonhighly compensated work force
               (within the meaning of Section 414(n)(5)(C)(ii) of the Code)
               and (B) such leased employee is covered by a money purchase
               pension plan maintained by the leasing organization that
               provides (i) a nonintegrated employer contribution rate of
               at least 10 percent of compensation, but including amounts
               contributed pursuant to a salary reduction agreement which
               are excludable from the leased employee's gross income under
               Section 125, Section 402(a)(8), Section 402(h) or Section
               403(b) of the Code, (ii) immediate participation and (iii)
               full and immediate vesting.

                    (m)  Employer:  The Corporation and any Affiliated
               Employer to which the Plan has been extended by the Board of
               Directors and which adopts the Plan.  Effective July 28,
               1992 KU Energy Corporation became an Employer under the Plan
               and effective March 1, 1994 KU Capital Corporation became an
               Employer under the Plan.

                    (n)  Employer Matching Contribution Account:  The
               account maintained for a Participant to record
               contributions, if any, made by an Employer on his behalf to
               the Trust Fund pursuant to Section 4.2, and adjustments
               relating thereto.

                    (o)  ERISA:  The Employee Retirement Income Security
               Act of 1974, as amended from time to time.

                    (p)  Highly Compensated Employee:  With respect to any
               Plan Year, any employee of the Employer or Affiliated
               Employer who during the preceding Plan Year:

                         (i) was at any time a 5% owner (as defined in
                    Section 416(i)(1) of the Code) of the Employer or any
                    Affiliated Employer; or

                         (ii) received compensation (as defined in Section
                    414(q)(7) of the Code) from the Employer and Affiliated
                    Employers in excess of $80,000 (as adjusted under the
                    Code) and, if the Corporation elects application for
                    such preceding Plan Year, was in the top-paid 20% of
                    employees of the Employer and Affiliated Employers
                    ranked on the basis of compensation.

               With respect to the Plan Year, the term "Highly Compensated
               Employee" also means any employee of the Employer or
               Affiliated Employer who meets the requirements of paragraph
               (i) above during such Plan Year.



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                    The identification of Highly Compensated Employees
               under this Section 2.1(p) shall be made in accordance with
               the provisions of Section 414(q) of the Code and the
               regulations thereunder.

                    (q)  Hour of Employment:  An Hour of Employment shall
               mean:

                         (i)  each hour for which an employee is directly
                    or indirectly paid, or entitled to payment, by an
                    Employer or Affiliated Employer for the performance of
                    duties (such hours to be credited to the employee for
                    the computation period or periods in which the duties
                    are performed);

                         (ii)  each hour, calculated in accordance with the
                    provisions of Department of Labor Regulation
                    Section 2530.200b-2(b) which are incorporated herein by
                    reference, for which an employee is directly or
                    indirectly paid, or entitled to payment, by an Employer
                    or Affiliated Employer on account of a period of time
                    during which no duties are performed (irrespective of
                    whether the employment relationship terminated) due to
                    vacation, holiday, illness, incapacity (including
                    disability), layoff, jury duty, military duty or leave
                    of absence, provided, however, that no more than 501
                    Hours of Employment shall be credited under this
                    Section 2.1(q)(ii) for any single continuous period
                    whether or not such period occurs in a single
                    computation period (such hours to be credited to the
                    employee for the computation period or periods in which
                    the period of time during which no duties are performed
                    occurs); and

                         (iii)  each hour for which back pay, irrespective
                    of mitigation of damages, has been either awarded or
                    agreed to by an Employer or Affiliated Employer (such
                    hours to be credited to the employee for the
                    computation period or periods to which the award or
                    agreement pertains rather than the computation period
                    in which the award, agreement or payment is made).

               For the purposes of this Section 2.1(q), the term "employee"
               shall include a leased employee or other person deemed to be
               an employee of an Employer or Affiliated Employer as
               provided in Section 414(n) or (o) of the Code.

                    (r)  Implementation Date:  The date, as determined by
               the Committee, on which the Telephone Response System will
               become operational under the Plan and Trust, which date will
               occur after January 1, 1997 and before May 1, 1997.

                    (s)  Inactive Participant:  A Participant (i) who
               ceases to be an Employee but remains an employee of an
               Employer or Affiliated Employer, (ii) who while continuing

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               as an Employee has terminated his authorization for
               reduction in Compensation as provided in Section 4.1, or
               (iii) who has made a rollover contribution to his Rollover
               Contribution Account prior to becoming an Active
               Participant.

                    (t)  Investment Fund(s):  Any or all of the funds
               provided for in Section 5.1.

                    (u)  Matched Compensation Conversion Account:  The
               account maintained for a Participant to record
               contributions, if any, made by an Employer on his behalf to
               the Trust Fund pursuant to Section 4.1 that are matched by
               Employer matching contributions made pursuant to
               Section 4.2, and adjustments relating thereto.

                    (v)  Participant:  An Employee participating in the
               Plan in accordance with the provisions of Section 3.1, an
               Inactive Participant or an Employee whose employment with
               the Employer and Affiliated Employers has terminated and who
               is having distribution of his Account deferred to age 65 in
               accordance with Section 8.5.

                    (w)  Plan:  The Plan set forth in this instrument, as
               it may, from time to time, be amended.

                    (x)  Plan Year:  The 12-month period commencing on
               January 1 and ending on December 31 of each year.

                    (y)  Rollover Contribution Account:  The account
               maintained for a Participant to record rollover
               contributions, if any, made to the Trust Fund by or on
               behalf of the Participant pursuant to Section 4.9, and
               adjustments relating thereto.

                    (z)  Supplemental Compensation Conversion Account:  The
               account maintained for a Participant to record
               contributions, if any, made by an Employer on his behalf to
               the Trust Fund pursuant to Section 4.1 that are unmatched by
               Employer matching contributions made pursuant to
               Section 4.2, and adjustments relating thereto.

                    (aa) Telephone Response System:  The telephone response
               system, if any, maintained by the Trustee, or an affiliate
               thereof, for purposes of the Plan and Trust and by means of
               which a Participant may make or provide certain elections,
               authorizations, directions and instructions under the Plan
               and Trust.  All elections, authorizations, directions and
               instructions made by a Participant by means of the Telephone
               Response System shall be processed by the Trustee or its
               affiliates only after the identity of the Participant is
               verified by use of a personal identification number
               furnished by the Trustee or its affiliate and shall be
               subject to and become effective in accordance with the
               written rules of the Telephone Response System as prepared

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               by the Trustee or its affiliates and in effect from time to
               time.

                    (bb) Trust:  The Trust to which contributions under the
               Plan are to be made in order to establish a fund (the "Trust
               Fund") to be held in trust and administered by the Trustee,
               which Trust, as from time to time amended, constitutes part
               of the Plan.

                    (cc) Trustee:  The trustee or trustees of the Trust,
               and their successors and substitutes.

                    (dd) Valuation Date:  The last day of each calendar
               quarter.  On and after January 1, 1997, however, Valuation
               Date shall mean each day the New York Stock Exchange is
               open.

                    2.2  Construction:  The masculine gender, where
          appearing in the Plan, shall be deemed to include the feminine
          gender, and the singular may include the plural, unless the
          context clearly indicates to the contrary.  The words "hereof,"
          "herein," "hereunder" and other similar compounds of the word
          "here" shall mean and refer to the entire Plan, and not to any
          particular provision or Section.


                                     ARTICLE III

                            Eligibility and Participation

                    3.1  Eligibility:  Each Employee shall be eligible to
          participate in the Plan as of the first day of the payroll period
          beginning coincident with or next following the date as of which
          he has completed a 12-consecutive month period beginning with his
          employment commencement date, or anniversary thereof, of not less
          than 1,000 Hours of Employment, provided, however, an Employee
          shall not be eligible to participate in the Plan prior to the
          first day of the payroll period beginning coincident with or next
          following January 1, 1988 or the date he becomes an Employee, if
          later.  For purposes of this Section 3.1, "employment
          commencement date" means the date on which an Employee first
          performs an Hour of Employment within the meaning of Section
          2.1(q)(i).









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                    3.2  Participation:

                    (a)  Prior to the Implementation Date, an Employee who
               is eligible to participate in the Plan may elect to become a
               Participant in the Plan as of the date he first becomes
               eligible to participate as provided in Section 3.1, or as of
               the first day of any payroll period thereafter, by filing
               prior written notice of such election with the Employer,
               accompanied by (i) an authorization for a reduction in
               Compensation as provided in Section 4.1 and (ii) an election
               as to Investment Funds as provided in Section 5.2.  Upon
               filing such election notice, he shall become a Participant
               as of the date elected if such date is at least 30 days
               after filing the election notice or, if such date is less
               than 30 days thereafter or a date is not specified, as of
               the first day of the first payroll period practicable
               beginning not more than 30 days after filing the election
               notice.

                    (b)  On and After the Implementation Date, an Employee
               who is eligible to participate in the Plan may elect to
               become a Participant in the Plan as of the date he first
               becomes eligible to participate as provided in Section 3.1,
               or as of the first day of any payroll period thereafter, by
               providing prior notice of such election by such means (which
               may include through use of the Telephone Response System) as
               the Committee shall prescribe from time to time, accompanied
               by (i) an authorization for a reduction in Compensation as
               provided in Section 4.1 and (ii) an election as to
               Investment Funds as provided in Section 5.2.  Upon providing
               such election notice, he shall become a Participant as of
               the first day of the first payroll period practicable
               beginning not more than 30 days after the election notice is
               given.

                    3.3  Re-Employment:  If an employee of an Employer or
          Affiliated Employer terminates his employment after he has
          completed a period of employment described in Section 3.1 and
          thereafter he is hired as an Employee, he shall be eligible to
          become an Active Participant on the first day of the payroll
          period beginning coincident with or next following the date of
          his reemployment, and he may elect to become an Active
          Participant as of such date, or as of the first day of any
          payroll period thereafter, as provided in Section 3.2.


                                      ARTICLE IV

                                    Contributions

                    4.1  Compensation Conversion Contributions:

                    (a)  At the time an Employee elects to become a
               Participant, he shall authorize the Employer, subject to the
               provisions of this Section 4.1 and Sections 4.5, 4.7, 4.8

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               and 6.4, to reduce his Compensation in an amount equal to 1%
               of his Compensation per payroll period while an Active
               Participant or such multiple of 1% thereof, but not to
               exceed 16%, as he may designate, and the Employer shall make
               contributions to the Trust Fund for allocation (i) to the
               Matched Compensation Conversion Account of each of its
               Active Participants who so authorizes in an amount equal to
               such reduction of his Compensation for a payroll period of
               up to 6% and (ii) to the Supplemental Compensation
               Conversion Account of each of its Active Participants who so
               authorizes in an amount equal to such reduction of his
               Compensation for a payroll period of over 6% (up to 16%).

                    (b)  A Participant may change his authorization for a
               reduction in Compensation as of the first day of any payroll
               period (i) prior to the Implementation Date by giving the
               Committee at least 15 days prior written notice, or (ii) on
               or after the Implementation Date by such means (which may
               include through use of the Telephone Response System) as the
               Committee shall prescribe from time to time.  Any change may
               either (i) increase or decrease within the limits prescribed
               in Section 4.1(a) the rate of Compensation reduction under
               this Section 4.1 or (ii) terminate or revoke a prior
               termination of such Compensation reduction authorization.  A
               change in the rate or termination of a Participant's
               Compensation reduction authorization shall not entitle him
               to receive payment of benefits under Article VIII, which
               shall be payable only as provided therein.

                    Notwithstanding the preceding paragraph or the
               provisions of Section 4.1(c), in the event a Participant
               receives a hardship withdrawal under Section 8.6 or from any
               other cash or deferred arrangement within the meaning of
               Section 401(k) of the Code which is part of a qualified plan
               maintained by the Corporation or the Affiliated Employers,
               then the Participant's authorization for a reduction in
               Compensation under this Section 4.1 shall terminate
               automatically on the date as of which such hardship
               withdrawal is made and such termination shall continue in
               effect for a period of 12 months thereafter.  After the
               expiration of such 12-month period, the Participant may
               again elect to actively participate in the Plan in
               accordance with the provisions of this Section 4.1.

                    (c)  Any authorization or change in authorization under
               this Section 4.1 made by means other than the Telephone
               Response System shall be effective as soon as practicable
               after it is made and shall be made (i) on a form provided or
               prescribed by the Committee and (ii) in accordance with
               rules of the Committee in effect from time to time.  Any
               authorization or change therein made from time to time by
               means of the Telephone Response System shall be effective as
               soon as practicable after it is made, but in no event shall
               such an authorization or a change in authorization be
               effective unless and until the Participant has filed with

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               the Employer a signed statement authorizing Compensation
               reductions and other transactions under the Plan made by
               means of the Telephone Response System.

                    (d)  The maximum amount that may be contributed in the
               aggregate to the Compensation Conversion Accounts on behalf
               of a Participant for any Plan Year shall not exceed $9,500,
               as adjusted for cost of living in accordance with Section
               402(g)(5) of the Code.  In the event the Participant
               received a hardship withdrawal in the immediately preceding
               Plan Year under Section 8.6 or from any other cash or
               deferred arrangement within the meaning of Section 401(k) of
               the Code which is part of a qualified plan maintained by the
               Corporation or the Affiliated Employers, such maximum amount
               shall be reduced as provided in clause (B)(iv) of the second
               sentence of Section 8.6(b).  Such maximum amount for any
               Plan Year shall also be reduced by the excess, if any, of
               (i) the amount of any elective deferrals (within the meaning
               of Treasury Reg. Section 1.402(g)-1(b)) contributed by the
               Employer or Affiliated Employers for such Plan Year on
               behalf of the Participant pursuant to a salary reduction
               agreement under any other cash or deferred arrangement
               within the meaning of Section 401(k) of the Code which is
               part of a qualified plan maintained by the Employer or
               Affiliated Employer or to any other plan, contract or
               arrangement of the Employer or Affiliated Employer described
               in said regulation, over (ii) the amount of any excess
               contributions paid to the Participant for the Plan Year
               pursuant to Section 4.5 or similar provision under any other
               such cash or deferred arrangement.

                    (e)  In the event the limitation under Section 4.1(d)
               is exceeded for a Plan Year, then, notwithstanding any other
               provision of the Plan or law, such excess, plus any income
               and minus any loss allocable thereto, shall be distributed
               to the Participant not later than April 15 next following
               the end of such Plan Year.  Such excess to be distributed,
               however, shall be reduced by the amount of contributions, if
               any, previously distributed for such Plan Year from the
               Participant's Compensation Conversion Accounts pursuant to
               the requirements of Section 4.5 or 4.8.  A Participant,
               however, may only receive such a distribution during such
               Plan Year if:

                         (i)  the Participant designates in writing that
                    the distribution is a distribution of an amount in
                    excess of the limitation under Section 402(g) of the
                    Code for the Plan Year,

                         (ii)  the distribution is made after the date on
                    which the Plan received the excess contribution, and

                         (iii)  the Plan designates the distribution as a
                    distribution of amounts in excess of the limitation
                    under Section 402(g) of the Code for the Plan Year.

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                    (f)  Distribution in accordance with Section 4.1(e)
               shall be made first from the Participant's Supplemental
               Compensation Conversion Account and then from his Matched
               Compensation Conversion Account only to the extent the
               amount to be distributed exceeds the balance in his
               Supplemental Compensation Conversion Account.  Excess
               contributions distributed from an Account, plus any income
               and minus any loss allocable thereto, shall be distributed
               from the Investment Funds in which such Account is invested
               at the time of distribution pro rata in accordance with the
               balance of the Account in each of the Investment Funds as of
               the Valuation Date next preceding the date of distribution,
               except that no amount shall be distributed from the Account
               invested in the Participant Loan Fund until the balance in
               the other Investment Funds has been distributed.

                    (g)  For purposes of Section 4.1(d), the income or loss
               allocable to the excess contributions to be distributed from
               a particular Account for a Plan Year shall be determined by
               multiplying the total income or loss of the Account for such
               Plan Year by a fraction, the numerator of which is the
               excess contributions to be distributed from such Account for
               such Plan Year and the denominator of which is the balance
               in such Account as of the end of such Plan Year reduced by
               the income allocable to such Account for the Plan Year or
               increased by the loss allocable to such Account for the Plan
               Year.

                    4.2  Employer Matching Contributions:  Subject to the
          provisions of Sections 4.6, 4.7, 4.8 and 6.4, each Employer shall
          contribute to the Trust Fund for each payroll period beginning on
          or after January 1, 1997 matching contributions on behalf of each
          of its Employees who is an Active Participant during such payroll
          period in an amount equal to fifty percent (50%) of the amount
          contributed in accordance with Section 4.1 on behalf of the
          Participant to his Matched Compensation Conversion Account for
          such payroll period.  Such amount shall be allocated to the
          Participant's Employer Matching Contribution Account.

                    4.3  Remittance of Contributions:  Contributions under
          Sections 4.1 and 4.2 shall be paid in cash to the Trustee as soon
          as practicable after the payroll period for which they are paid,
          but in no event later than the 15th business day of the month
          following the month in which amounts contributed under Section
          4.1 would otherwise have been payable in cash to Participants as
          wages.  The Trustee shall be accountable for all contributions
          received from the Employers, but the Trustee shall have no duty
          to see that the contributions received comply with the provisions
          of the Plan, nor shall the Trustee be obligated or have any right
          to enforce or collect any contribution from the Employers or
          otherwise see that the funds are deposited according to the
          provisions of the Plan.




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                    4.4  Participant Contributions:  Non-deductible
          contributions shall not be required or permitted under the Plan
          by any Participant.

                    4.5  Adjustments to Compensation Conversion Accounts:

                    (a)  Notwithstanding the provisions of Section 4.1, if
               the Actual Deferral Percentage for the Eligible Employees
               who are Highly Compensated Employees for any Plan Year
               beginning on or after January 1, 1997 exceeds, or in the
               judgment of the Committee is likely to exceed, the greater
               of (i) or (ii) as follows:

                         (i)  The Actual Deferral Percentage for the next
                    preceding Plan Year for Eligible Employees who are not
                    Highly Compensated Employees, multiplied by 1.25, or

                         (ii)  The Actual Deferral Percentage for the next
                    preceding Plan Year for Eligible Employees who are not
                    Highly Compensated Employees, multiplied by 2;
                    provided, however, that the Actual Deferral Percentage
                    for the Eligible Employees who are Highly Compensated
                    Employees for the Plan Year may not exceed the Actual
                    Deferral Percentage for the next preceding Plan Year
                    for Eligible Employees who are not Highly Compensated
                    Employees by more than two percentage points;

               then the amounts contributed, or to be contributed, to the
               Compensation Conversion Accounts on behalf of Participants
               who are Highly Compensated Employees for such Plan Year
               shall be reduced at such time and in such manner as the
               Committee shall determine under rules and regulations
               uniformly applied and consistent with the following
               provisions of this Section 4.5 so that the Actual Deferral
               Percentage for the Eligible Employees who are Highly
               Compensated Employees for such Plan Year does not exceed the
               greater of (i) or (ii) above.

               For purposes of applying the preceding paragraph for any
               Plan Year, the Corporation may elect to use the Actual
               Deferral Percentage for the Plan Year for Eligible Employees
               who are not Highly Compensated Employees rather than for the
               next preceding Plan Year, but if such an election is made,
               it may not be changed except to the extent provided in
               applicable governmental regulations, rulings or
               announcements.

               The provisions of this Section 4.5(a) shall be applied
               separately in respect of any Participants covered under each
               separate collective bargaining agreement.

                    (b)  If during the Plan Year a Participant who is a
               Highly Compensated Employee for such Plan Year also
               participated in any other plan of an Employer or Affiliated
               Employer which includes a cash or deferred arrangement

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               qualifying under Section 401(k) of the Code, his
               compensation, and contributions made pursuant to the cash or
               deferred arrangement, under such other plan shall be taken
               into account for purposes of applying the tests under
               Section 4.5(a)(i) and (ii) above.  If during the Plan Year
               one or more other plans which include a cash or deferred
               arrangement under Section 401(k) of the Code are considered
               along with this Plan as one plan for purposes of
               Section 410(b) of the Code (other than the average benefit
               percentage test thereunder), all such plans shall be treated
               as one plan in applying the tests under Section 4.5(a)(i)
               and (ii) above.  If during a Plan Year a Participant who is
               not a Highly Compensated Employee for such Plan Year had
               contributions made under Section 4.1 on his behalf in excess
               of the maximum limitation contained in Section 4.1(d) for
               the Plan Year, such excess contributions shall not be taken
               into account for purposes of applying the tests of Section
               4.5(a)(i) and (ii) above.

                    (c)  In order to accomplish the reductions required
               under Section 4.5(a) or to meet the limitations of
               Section 4.8, the Committee, in its discretion, may reduce
               contributions previously made first from a Participant's
               Supplemental Compensation Conversion Account to the extent
               thereof and then from his Matched Compensation Conversion
               Account, or adjust the amount of reductions in Compensation
               authorized pursuant to the provisions of Section 4.1, for
               such period as may be required.  Any reductions in the
               amounts contributed to the Compensation Conversion Accounts
               on behalf of Participants who are Highly Compensated
               Employees for such Plan Year shall be made on the basis of
               the amounts of Compensation reductions contributed by such
               Participants beginning with the greatest amounts.

                    (d)  The amount by which contributions previously made
               to a Participant's Compensation Conversion Accounts for a
               Plan Year are reduced under this Section 4.5, plus any
               income and minus any loss allocable thereto, shall be paid,
               notwithstanding any other provision of the Plan or law, to
               the Participant not later than two and one-half months after
               the end of such Plan Year.  The amount of such contributions
               to be distributed, however, shall be reduced by the amount
               of excess contributions, if any, previously distributed for
               such Plan Year from the Participant's Compensation
               Conversion Accounts pursuant to the requirements of Section
               4.1(d).  Such distributions from an Account shall be made
               from the Investment Funds in which such Account is invested
               at the time of distribution pro rata in accordance with the
               balance of the Account in each of the Investment Funds as of
               the Valuation Date next preceding the date of distribution,
               except that no amount shall be distributed from the Account
               invested in the Participant Loan Fund until the balance in
               the other Investment Funds has been distributed.  For
               purposes of this Section 4.5(d), the income or loss
               allocable to contributions to be distributed from a

                                         -288-
<PAGE>

               particular Account for a Plan Year shall be determined in
               the manner provided in Section 4.1(g) for determining income
               or loss allocable to excess contributions thereunder.

                    (e)  For purposes of this Section 4.5 and Section 4.8:

                         (i)  "Actual Deferral Percentage" for a specified
                    group of Eligible Employees for a Plan Year shall be
                    the average of 100 times the result (calculated
                    separately for each Eligible Employee in such group and
                    rounded to four decimal places) obtained by dividing
                    the amount actually contributed to the Account of each
                    such Eligible Employee under Section 4.1 for such Plan
                    Year by the Eligible Employee's compensation for the
                    portion of such Plan Year for which contributions to
                    the Compensation Conversion Accounts were made or could
                    have been made for such Eligible Employee;

                         (ii)  "Eligible Employee" shall mean an Employee
                    who is eligible to participate in the Plan as provided
                    in Section 3.1 for all or any part of a Plan Year; and

                         (iii)  "Compensation" for a Plan Year for purposes
                    of Section 4.5(e)(i) shall have the meaning determined
                    by the Committee in accordance with Section 414(s) of
                    the Code and the regulations thereunder (but not in
                    excess of the limitation described in Section
                    401(a)(17) of the Code) and shall only include such
                    compensation for the portion of such Plan Year for
                    which contributions to the Eligible Employee's
                    Compensation Conversion Accounts were made or could
                    have been made.

                    4.6  Adjustments to Employer Matching Contribution
          Accounts:

                    (a)  Notwithstanding the provisions of Section 4.2, if
               the Average Contribution Percentage for the Eligible
               Employees who are Highly Compensated Employees for any Plan
               Year beginning on or after January 1, 1997 exceeds, or in
               the judgment of the Committee is likely to exceed, the
               greater of (i) or (ii) as follows:

                         (i)  The Average Contribution Percentage for the
                    next preceding Plan Year for Eligible Employees who are
                    not Highly Compensated Employees, multiplied by 1.25,
                    or

                         (ii)  The Average Contribution Percentage for the
                    next preceding Plan Year for Eligible Employees who are
                    not Highly Compensated Employees, multiplied by 2;
                    provided, however, that the Average Contribution
                    Percentage for the Eligible Employees who are Highly
                    Compensated Employees for the Plan Year may not exceed
                    the Average Contribution Percentage for the next

                                         -289-
<PAGE>

                    preceding Plan Year for Eligible Employees who are not
                    Highly Compensated Employees by more than two
                    percentage points;

               then the amounts contributed, or to be contributed, to the
               Employer Matching Contribution Accounts on behalf of
               Participants who are Highly Compensated Employees for such
               Plan Year shall be reduced at such time and in such manner
               as the Committee shall determine under rules and regulations
               uniformly applied and consistent with the following
               provisions of this Section 4.6 so that the Average
               Contribution Percentage for the Eligible Employees who are
               Highly Compensated Employees for such Plan Year does not
               exceed the greater of (i) or (ii) above.

                    For purposes of applying the preceding paragraph for
               any Plan Year, the Corporation may elect to use the Actual
               Contribution Percentage for the Plan Year for Eligible
               Employees who are not Highly Compensated Employees rather
               than for the next preceding Plan Year, but if such an
               election is made, it may not be changed except to the extent
               provided in applicable governmental regulations, rulings or
               announcements.

                    The provisions of this Section 4.6(a) shall not apply
               in respect of any Participants covered under a collective
               bargaining agreement.

                    (b)  If during the Plan Year a Participant who is a
               Highly Compensated Employee for such Plan Year also
               participated in any other plan of an Employer or Affiliated
               Employer to which employer matching contributions or
               employee contributions required to be taken into account
               under this Section 4.6 are made, his compensation, and such
               contributions made, under such other plan shall be taken
               into account for purposes of applying the tests under
               Section 4.6(a)(i) and (ii) above.  If during a Plan Year one
               or more plans to which employer matching contributions or
               employee contributions required to be taken into account
               under this Section 4.6 are made are considered along with
               the Plan as one plan for purposes of Section 410(b) of the
               Code (other than the average benefit percentage test
               thereunder), all such plans shall be treated as one plan in
               determining the Average Contribution Percentage of a group
               of Participants in the Plan.

                    (c)  In order to accomplish the reductions required
               under Section 4.6(a) or to meet the limitations of
               Section 4.8, the Committee, in its discretion, may reduce
               contributions previously made, or adjust the amount of
               contributions to be made, pursuant to the provisions of
               Section 4.2, for such period as may be required.  Any
               reductions in the amounts contributed to the Employer
               Matching Contribution Accounts on behalf of Participants who
               are Highly Compensated Employees for such Plan Year shall be

                                         -290-
<PAGE>

               made on the basis of the amounts of the Employer matching
               contributions contributed on behalf of such Participants
               beginning with the greatest amounts.

                    (d)  The amount by which contributions previously made
               to a Participant's Employer Matching Contribution Account
               for a Plan Year are reduced under this Section 4.6, plus any
               income and minus any loss allocable thereto, shall be paid,
               notwithstanding any other provision of the Plan or law, to
               the Participant not later than two and one-half months after
               the end of such Plan Year.  In addition, if reductions in
               contributions to a Participant's Matched Compensation
               Conversion Account are made pursuant to Sections 4.1 or 4.5,
               the Committee shall reduce Employer matching contributions
               previously made with respect to such contributions pursuant
               to the provisions of Section 4.2, and such amount, plus any
               income and minus any loss allocable thereto, shall be
               forfeited and applied to reduce the amount of Employer
               matching contributions made pursuant to Section 4.2.
               Reductions in contributions from the Participant's Employer
               Matching Contribution Account, plus any income and minus any
               loss allocable thereto, shall be made from the Investment
               Funds in which such Account is invested at the time of
               reduction pro rata in accordance with the balance of the
               Account in each of the Investment Funds as of the Valuation
               Date next preceding the date of reduction, except that no
               reduction shall be made from the Account invested in the
               Participant Loan Fund until the balance in the other
               Investment Funds has been reduced to zero.  For purposes of
               this Section 4.6(d), the income or loss allocable to
               contributions for a Plan Year shall be determined in the
               manner provided in Section 4.1(g) for determining income or
               loss allocable to excess contributions under Section 4.1.

                    (e)  For purposes of this Section 4.6 and Section 4.8:

                         (i)  "Average Contribution Percentage" for a
                    specified group of Eligible Employees for a Plan Year
                    shall be the average of 100 times the result
                    (calculated separately for each Eligible Employee in
                    such group and rounded to four decimal places) obtained
                    by dividing the amount actually contributed to the
                    Account of each such Eligible Employee under Section
                    4.2 for such Plan Year by the Eligible Employee's
                    compensation for the portion of such Plan Year for
                    which contributions to the Employer Matching
                    Contribution Account were made or could have been made
                    for such Eligible Employee;

                         (ii)  "Eligible Employee" shall mean an Employee
                    who is eligible to participate in the Plan as provided
                    in Section 3.1 for all or any part of a Plan Year,
                    excluding, however, any Employee who is covered under a
                    collective bargaining agreement; and


                                          -291-
<PAGE>

                         (iii)  "Compensation" for a Plan Year for purposes
                    of Section 4.6(e)(i) shall have the meaning determined
                    by the Committee in accordance with Section 414(s) of
                    the Code and the regulations thereunder (but not in
                    excess of the limitation described in Section
                    401(a)(17) of the Code) and shall only include such
                    compensation for the portion of such Plan Year for
                    which contributions to the Eligible Employee's Employer
                    Matching Contribution Account were made or could have
                    been made.

                    4.7  Aggregation of Discrimination Tests:  The Actual
          Deferral Percentage Test described in Section 4.5 and the Average
          Contribution Percentage Test described in Section 4.6 may be
          aggregated, at the election of the Corporation, and applied as
          provided in Section 401(k) of the Code and the regulations
          thereunder.

                    4.8  Multiple Use of Alternative Limitation:

                    (a)  Notwithstanding the foregoing provisions of this
               Article IV, if, after the application of Sections 4.5 and
               4.6, the sum of the Actual Deferral Percentage and the
               Average Contribution Percentage for the group of Eligible
               Employees who are Highly Compensated Employees for a Plan
               Year exceeds the aggregate limit (as defined below) for the
               Plan Year, then the contributions made for such Plan Year
               pursuant to Sections 4.1 and 4.2 for Eligible Employees who
               are Highly Compensated Employees shall be reduced so that
               the aggregate limit is not exceeded.  Such reductions shall
               be made first in contributions made pursuant to Section 4.1
               (but only to the extent such contributions are allocated to
               Supplemental Compensation Conversion Accounts) and then in
               contributions made pursuant to Section 4.2.  Reductions in
               contributions shall be made in the manner provided in
               Section 4.5 or Section 4.6, whichever is applicable.  The
               amount by which a Highly Compensated Employee's
               contributions is reduced in accordance with the foregoing
               shall be treated as an excess contribution under Section 4.5
               or Section 4.6, whichever the case may be.  For the purposes
               of this Section 4.8, the Actual Deferral Percentage and
               Average Contribution Percentage of Eligible Employees who
               are Highly Compensated Employees are determined after any
               reductions required for such Plan Year under Sections 4.5
               and 4.6, respectively.

                    No reduction, however, shall be required by this
               Section 4.8 for a Plan Year if either (i) the Actual
               Deferral Percentage of the Eligible Employees who are Highly
               Compensated Employees does not exceed 1.25 multiplied by the
               Actual Deferral Percentage for the next preceding Plan Year
               for Eligible Employees who are not Highly Compensated
               Employees, or (b) the Average Contribution Percentage of
               Eligible Employees who are Highly Compensated Employees does
               not exceed 1.25 multiplied by the Average Contribution

                                        -292-
<PAGE>

               Percentage for the next preceding Plan Year for Eligible
               Employees who are not Highly Compensated Employees.

                    (b)  For purposes of this Section 4.8, the term
               "aggregate limit" for a Plan Year means the sum of (i) 125%
               of the greater of (A) the Actual Deferral Percentage for the
               next preceding Plan Year for Eligible Employees who are not
               Highly Compensated Employees or (B) the Average Contribution
               Percentage for the next preceding Plan Year for Eligible
               Employees who are not Highly Compensated Employees, and (ii)
               the lesser of (A) 200% of, or (B) two percentage points
               plus, the lesser of such Actual Deferral Percentage or
               Average Contribution Percentage.  If it would result in a
               larger aggregate limit, the word "lesser" is substituted for
               the word "greater" in subpart (i) of this paragraph, and the
               word "greater" is substituted for the word "lesser" the
               second place it is used in subpart (ii) of this paragraph.

                    (c)  For purposes of applying the provisions of this
               Section 4.8, if pursuant to Section 4.5 or 4.6,
               respectively, the Corporation has elected to use the Actual
               Deferral Percentage and/or Actual Contribution Percentage
               for the Plan Year for Eligible Employees who are not Highly
               Compensated Employees rather than for the next preceding
               Plan Year, then such election shall also apply for purposes
               of this Section 4.8.

                    4.9  Rollover Contributions: An Employee, whether or
          not he is eligible to participate in the Plan as provided in
          Section 3.1, may make a "qualifying rollover contribution" to the
          Plan.  A qualifying rollover contribution means the contribution
          to the Plan by or on behalf of an Employee of:

                    (a)  All or a portion of an eligible rollover
               distribution (as defined in Section 402(c)(4) of the
               Code); provided, however, that the portion, if any, of
               an eligible rollover distribution consisting of
               nondeductible employee contributions may not be
               contributed to the Plan; or

                    (b)  A rollover contribution (as defined in Section
               408(d)(3)(A)(ii) of the Code).

          A qualifying rollover contribution to be made by or on behalf of
          an Employee must be made in cash to the Trustee by an Employee no
          later than the 60th day following the day upon which the Employee
          received the eligible rollover distribution or rollover
          contribution with respect to which the qualifying rollover
          contribution is to be made or directly by the trustee of another
          plan qualified under Section 401(a) of the Code.  The Committee
          shall develop such procedures, and may require such information
          and verifications from an Employee desiring to make a qualifying
          rollover contribution, as it deems necessary or desirable to
          determine that the proposed contribution will meet the
          requirements of this Section 4.9.  A qualifying rollover

                                        -293-
<PAGE>

          contribution made under this Section 4.9 shall be allocated to
          the Employee's Rollover Contribution Account.  If the Employee is
          not eligible to or has not elected to participate in the Plan as
          an Active Participant, his qualifying rollover contribution shall
          be accompanied by an election as to Investment Funds as provided
          in Section 5.2 and he shall become an Inactive Participant as of
          the date the qualifying rollover contribution is made.


                                      ARTICLE V

                                   Investment Funds

                    5.1  Investment Funds:  As of January 1, 1997, there
          shall be the following Investment Funds under the Plan:

                    (a)  Protected Income Fund.

                    (b)  Common Stock Fund.

          The Company as of January 1, 1997 and from time to time
          thereafter may, in its discretion, establish one or more
          additional Investment Funds or terminate any Investment Fund,
          including the Protected Income Fund or the Company Stock Fund, as
          it deems appropriate.  Amounts loaned to a Participant as
          provided in Article IX shall be recorded in and considered an
          investment by such Participant in a fund designated as the
          Participant Loan Fund.

                    5.2  Participant's Election of Investment Funds:

                    (a)  Each Employee who becomes a Participant prior to
               the Implementation Date shall file a written election with
               the Committee directing that contributions to his Employer
               Matching Contribution Account, to his Compensation
               Conversion Accounts and to his Rollover Contribution Account
               be invested in specified multiples of 10% (1% on or after
               January 1, 1997) in any of the Investment Funds offered
               under the Plan (other than the Participant Loan Fund).  Each
               Employee who becomes a Participant on or after the
               Implementation Date shall make an election with the Trustee
               by such means (which may include through use of the
               Telephone Response System) as the Committee shall prescribe
               from time to time, directing that contributions to his
               Employer Matching Contribution Account, to his Compensation
               Conversion Accounts and to his Rollover Contribution Account
               be invested in specified multiples of 1% in any of the
               Investment Funds offered under the Plan (other than the
               Participant Loan Fund).  Contributions shall be invested in
               accordance with an election made under this Section 5.2(a)
               until an election is changed as hereinafter provided in the
               Plan from time to time.

                    (b)  An election under this Section 5.2 may be changed
               after January 2, 1997 by a Participant only as of a

                                       -294-
<PAGE>

               Valuation Date occurring on or after the Implementation Date
               and by giving the Trustee notice of such change by such
               means (which may include through use of the Telephone
               Response System) as the Committee shall prescribe from time
               to time.  Any change shall direct either or both of:

                         (i)  that the balance in such Participant's
                    Employer Matching Contribution Account, Matched
                    Compensation Conversion Account, Supplemental
                    Compensation Conversion Account and Rollover
                    Contribution Account which is not invested in the
                    Participant Loan Fund as of the effective date of such
                    change, be transferred in multiples of 1% to one of the
                    remaining Investment Funds (other than the Participant
                    Loan Fund), or

                         (ii)  that subsequent contributions to the
                    Participant's Employer Matching Contribution Account,
                    Matched Compensation Conversion Account, Supplemental
                    Compensation Conversion Account and Rollover
                    Contribution Account be invested in multiples of 1% in
                    any of Investment Funds offered under the Plan (other
                    than the Participant Loan Fund).

               For purposes of subparagraph (i) above, transfers from the
               Common Stock Fund to the extent invested in shares of Common
               Stock shall be made based on 1% multiples of the number of
               shares held in the Participant's Account as of the effective
               date of the change.

                    Any change in investment election made in accordance
               with the preceding paragraph shall be initiated and
               completed as of the Valuation Date made or as soon as
               practicable thereafter, subject to the rules and procedures,
               if any, relating to the Investment Funds involved.  To the
               extent any common, collective, pooled or similar investment
               fund or guaranteed investment contract in which an
               Investment Fund is invested restricts transfers into or from
               such common, collective, pooled or similar investment fund
               or guaranteed investment contract, such restrictions shall
               apply to limit a Participant's ability to change investment
               elections under this Section 5.2(b).

                    (c)  Any election or change in election under this
               Section 5.2 required to be made in writing shall be made (i)
               on a form provided or prescribed by the Committee and (ii)
               in accordance with rules of the Committee in effect from
               time to time.








                                        -295-
<PAGE>

                                      ARTICLE VI

                        Allocations to Participant's Accounts

                    6.1  Individual Accounts:  A separate Account shall be
          maintained for each Participant to show his interest in the
          Investment Funds.  Each of the Investment Funds may, however, be
          invested as a single fund, without segregation of Trust Fund
          investments to the individual Accounts of Participants.  Each
          Account will consist of an "Employer Matching Contribution
          Account," a "Matched Compensation Conversion Account", a
          "Supplemental Compensation Conversion Account" and a "Rollover
          Contribution Account".

                    6.2  Valuations and Adjustments:  Each Participant's
          Accounts in an Investment Fund as of each Valuation Date with
          respect to that Investment Fund shall be adjusted as follows:

                    (a)  As of each Valuation Date with respect to an
               Investment Fund, the amount of contributions made by or on
               behalf of the Participant and paid to the Trust Fund since
               the next preceding Valuation Date and allocable to such
               Investment Fund shall be added to the Accounts and the
               Investment Fund to which allocated.

                    (b)  As of each Valuation Date with respect to an
               Investment Fund, the amount of any interest and loan
               repayments paid since the next preceding Valuation Date by
               the Participant to the Trust Fund in respect of loans in
               accordance with Article IX and allocable to such Investment
               Fund in accordance with Section 9.4 shall be added to the
               Accounts and the Investment Fund to which allocated.

                    (c)  As of each Valuation Date with respect to an
               Investment Fund, the amount of any distributions,
               withdrawals or expenses paid from the Accounts and such
               Investment Fund since the next preceding Valuation Date
               shall be subtracted from the Accounts and the Investment
               Fund from which paid.

                    (d)  The Trustee shall, as of the close of business on
               each Valuation Date with respect to an Investment Fund,
               determine the fair market value and "Fund Earnings" of such
               Investment Fund.  "Fund Earnings" of an Investment Fund as
               of any Valuation Date shall mean the net of such Investment
               Fund's earnings (including accrued interest), expenses
               (other than expenses charged to a particular Participant's
               Accounts) and gains, losses and unrealized appreciation and
               depreciation on the assets of such Investment Fund since the
               next preceding Valuation Date.  However, in respect of
               amounts invested in common, collective, pooled or similar
               investment funds, fair market value and "Fund Earnings"
               shall be as reported by that fund.  As of the close of
               business on each Valuation Date with respect to an
               Investment Fund, "Fund Earnings" for such Investment Fund

                                        -296-
<PAGE>

               shall be allocated among Participants' Accounts in the same
               ratio as the Participant's "Adjusted Account Balance" with
               respect to each of his Accounts in the Investment Fund bears
               to the total of all Participants' "Adjusted Account
               Balances" in such Investment Fund as of the Valuation Date.
               However, with respect to the Common Stock Fund and any other
               Investment Fund that utilizes full and fractional share
               accounting, any dividends or other rights paid on shares
               allocated to Participants' Accounts in such Investment Fund
               as of the shareholder record date in respect of such
               dividend or right shall be allocated, when paid, to the
               Accounts of Participants in such Investment Fund to whom the
               shares in respect of which the dividends or rights were paid
               were allocated as of the shareholder record date.  A
               Participant's "Adjusted Account Balance" with respect to an
               Account in an Investment Fund shall mean the Account balance
               in such Investment Fund as of the next preceding Valuation
               Date plus or minus, as the case may be, such percentage, if
               any, of the amount of the adjustments made pursuant to
               Section 6.2(a), (b), (c) or (e) with respect to such Account
               as of such Valuation Date as the Committee shall determine
               in accordance with a uniform and non-discriminatory policy
               with respect to such Investment Fund.

                    (e)  As of each Valuation Date with respect to an
               Investment Fund, the amount of any transfers in respect of
               the Accounts made since the next preceding Valuation Date to
               or from the Investment Fund (including amounts to be paid
               from the Trust Fund on account of loans in accordance with
               Article IX) shall be subtracted from or added to, as the
               case may be, the Investment Fund.

                    6.3  Adjustments Conclusive:  Every adjustment under
          this Article VI shall be deemed to have been made on the
          applicable date, regardless of the dates of actual entries.  The
          determination of the net value of the assets of the Trust Fund
          and of the debits or credits to the Accounts of the respective
          Participants and their Beneficiaries, as provided, shall be
          conclusive and binding upon all parties.










                                        -297-
<PAGE>

                    6.4  Limitation on Allocations:

                    (a)  Notwithstanding anything to the contrary contained
               in the Plan, in no case shall the amount of the "annual
               addition," as defined in Section 415(c)(2) of the Code,
               consisting of Employer contributions under Sections 4.1 and
               4.2 which are allocated to a Participant's Account for any
               Plan Year, combined with the annual additions that are
               allocated to his accounts for such Plan Year under all other
               defined contribution plans maintained by any Employer or
               Affiliated Employer, together with amounts treated as an
               annual addition for such Plan Year under Sections 415(l)(1)
               and 419A(d)(2) of the Code, exceed the lesser of (i)
               $30,000, as adjusted, effective on and after January 1,
               1995, by the cost of living pursuant to Section 415(d) of
               the Code (the "Dollar Limitation") and (ii) 25 percent of
               the Participant's compensation as reported on his Forms W-2
               from the Employers and Affiliated Employers for such Plan
               Year.

                    (b)  Notwithstanding the provisions of Section 6.4(a),
               the otherwise permissible "annual addition" for any
               Participant under this Plan may be reduced to the extent
               necessary, as determined by the Committee, to prevent
               disqualification of the Plan under Section 415 of the Code,
               which imposes the following additional limitations on the
               benefits payable to Participants who also may be
               participating in another tax-qualified pension, profit
               sharing, thrift, savings or stock bonus plan or in a welfare
               plan maintained by an Employer or Affiliated Employer:  If
               the Participant is also covered under a qualified defined
               benefit plan of an Employer or Affiliated Employer, the sum
               of a Participant's "defined benefit plan fraction" and his
               "defined contribution plan fraction" may not exceed 1.0.
               The "defined benefit plan fraction" shall be a fraction (not
               in excess of 1) the numerator of which is the projected
               annual benefit of the Participant under all defined benefit
               plans required to be taken into account, determined as of
               the end of the Plan Year, and the denominator of which is
               the lesser of (A) the product of 1.25 multiplied by the
               dollar limitation in effect under Section 415(b)(1)(A) of
               the Code for such Plan Year (or, if greater, by the
               Participant's current accrued benefit under such defined
               benefit plans as of December 31, 1986) and (B) the product
               of 1.4 multiplied by the amount that may be taken into
               account under Section 415(b)(1)(B) of the Code with respect
               to the Participant for such Plan Year.  The "defined
               contribution plan fraction" shall be a fraction (not in
               excess of 1) the numerator of which is the sum of the
               "annual additions" as determined under Sections 415(c)(2),
               415(l)(1) and 419A(d)(2) of the Code (except that employee
               contributions made for any Plan Year prior to 1987 that were
               not treated as an annual addition for such year shall not be
               treated as an annual addition hereunder for any year after
               1986) to the Participant's account under all plans required

                                         -298-
<PAGE>

               to be taken into account, as of the end of the Plan Year,
               and the denominator of which is the sum of the "applicable
               maximum amount" of annual additions that could have been
               made under Section 415(c) of the Code for the Plan Year and
               for each prior calendar year of such Participant's
               employment with the Employers and Affiliated Employers.  The
               "applicable maximum amount" of annual addition for any year
               shall be equal to the lesser of 1.25 multiplied by the
               Dollar Limitation in effect for such year, and 1.4
               multiplied by the amount that may be taken into account
               under Section 415(c)(1)(B) of the Code with respect to the
               Participant for such year.  The numerator of the "defined
               contribution plan fraction" shall be adjusted, where
               applicable, as prescribed by the Internal Revenue Service.

                    In the event the Plan is determined to be a "top-heavy
               plan" within the meaning of Section 416(g) of the Code with
               respect to any Plan Year, then, unless the requirements of
               Section 416(h)(2) of the Code are met with respect to the
               Plan, the number "1.0" shall be substituted for the number
               "1.25" wherever it appears in this Section 6.4(b).

                    The provisions of this Section 6.4(b) shall be without
               effect for any Plan Year beginning after December 31, 1999.

                    (c)  Any contribution, plus or minus any earnings,
               gains, or losses attributable thereto, which may not be
               allocated by reason of this Section 6.4 shall, subject to
               the limitations of this Section 6.4, be (i) reallocated to
               the Accounts of other Participants entitled to share in
               Employer matching contributions for such Plan Year where
               Employer matching contributions under Section 4.2 are
               involved in proportion to the ratio which the Compensation
               of each of such other Participants for the Plan Year bears
               to the aggregate Compensation of all of such other
               Participants for the Plan Year, and (ii) paid to the
               Participant where any contributions under Section 4.1 are
               involved.  If, however, the reallocation provided for in (i)
               of the preceding sentence would cause the limitations of
               this Section 6.4 to be exceeded with respect to each
               Participant for the Plan Year, then any Employer matching
               contributions under Section 4.2 that may not be so
               reallocated may not be distributed to Participants but shall
               be held unallocated in a suspense account under the Plan.
               All amounts held in the suspense account during any
               subsequent Plan Year shall be used to reduce Employer
               matching contributions for such subsequent Plan Year and
               succeeding Plan Years as necessary.

                    6.5  Statement of Account:  As soon as practicable
          after the end of each calendar quarter, a statement will be
          furnished to each Participant showing the status of his Account
          at the beginning and end of such calendar quarter, any changes in
          such Account during such calendar quarter, and such other
          information as the Committee may determine.

                                         -299-
<PAGE>


                                     ARTICLE VII

                                 Vesting of Accounts

                    7.1  Vesting of Accounts:  A Participant's Accounts
          shall at all times be fully vested in such Participant and a
          Participant's right to receive distributions from his Accounts
          shall at all times be nonforfeitable.


                                     ARTICLE VIII

                               Distribution of Benefits

                    8.1  Settlement Date:  A Participant shall be entitled
          to distribution of his Account following his Settlement Date.
          The Settlement Date of a Participant shall be whichever of the
          following dates is applicable:

                    (a)  Normal Retirement Date:  The Participant's sixty-
               fifth (65th) birthday.

                    (b)  Late Retirement Date:  The actual retirement date
               of a Participant who remains in active service of the
               Employers and Affiliated Employers after his normal
               retirement date.

                    (c)  Early Retirement Date:  The date before a
               Participant's normal retirement date on which he retires
               from the active service of the Employers and Affiliated
               Employers under a qualified defined benefit plan of the
               Employer or Affiliated Employer.

                    (d)  Date of Death:  The date of a Participant's death
               prior to his actual retirement date.

                    (e)  Date of Disability:  The date before a
               Participant's normal or early retirement date on which the
               Employer determines that he is totally and permanently
               disabled.  A Participant shall be deemed totally and
               permanently disabled if he is receiving disability benefits
               under the long term disability plan of his Employer or would
               be entitled to receive such benefits if he were a
               participant in such plan.

                    (f)  Date of Termination of Employment:  The date on
               which, before his normal or early retirement date, a
               Participant terminates his employment with the Employers and
               Affiliated Employers for any reason other than his death or
               disability.  Leaves of absence and layoffs granted by the
               Employer or Affiliated Employer in accordance with practices
               uniformly applied will not be considered as terminations of
               employment during the term of such leave or layoff.  While a
               Participant is on a leave of absence or layoff, his

                                          -300-
<PAGE>

               participation in the Plan shall continue on the same basis
               as if he were not absent on leave or layoff.  In the event
               an arbitration proceeding is instituted under a collective
               bargaining agreement in respect of the termination of a
               Participant's employment, such Participant will not be
               considered to have terminated his employment for purposes of
               this Plan unless and until a final decision upholding the
               termination is rendered in such proceeding or the grievance
               is dropped on behalf of the Participant.

                    8.2  Amount to be Distributed:

                    (a)  Except a provided in Section 8.5, if the
               Participant's Settlement Date occurs prior to the
               Implementation Date, the full amount in his Account as of
               the Valuation Date next preceding the Implementation Date,
               and less the unpaid portion of all loans made to the
               Participant pursuant to Article IX including interest
               accrued thereon (which shall be considered distributed),
               shall be distributed to him or, in the event of his death,
               to his Beneficiary; provided, however, that any such
               Participant whose Settlement Date occurs prior to February
               28, 1997 may elect prior to his Settlement Date to receive
               as of January 29, 1997 or February 28, 1997, provided the
               date elected is subsequent to his Settlement Date, an
               advance payment of the amount due to the Participant
               hereunder which equals to 80% of his Account balance as of
               December 31, 1996 exclusive of the unpaid portion of all
               loans made to the Participant pursuant to Article IX.

                    (b)  If a Participant's Settlement Date occurs on or
               after the Implementation Date, the full amount in the
               Participant's Account as of the Valuation Date coincident
               with or next preceding the effective date as of which
               distribution is made, and less the unpaid portion of all
               loans made to the Participant pursuant to Article IX
               including interest accrued thereon (which shall be
               considered distributed), shall be distributed to the
               Participant or, in the event of his death, to his
               Beneficiary.

                    8.3  Form of Distribution:  A distribution under this
          Article VIII shall be made in cash, except that the Participant
          or Beneficiary may request that all of the Participant's Account
          invested in Common Stock in the Common Stock Fund be distributed
          in whole shares of Common Stock with any fractional share being
          paid in cash.  Requests for distribution in the form of Common
          Stock shall be made at such time and in such manner as the
          Committee shall determine under rules and regulations which are
          uniformly applied.  The amount of any cash distribution made
          shall be based on the net amount received by the Trust Fund on
          the sale of Common Stock required to be sold in order to make
          cash distributions.



                                         -301-
<PAGE>

                    8.4  Method of Distribution:  Except as provided in
          Section 8.5(e), distribution to a Participant or his Beneficiary
          shall be made in a lump sum.

                    8.5  Time of Distribution:

                    (a)  Except as hereinafter provided in this Section
               8.5, distribution of the Participant's Account to which he
               is entitled under Section 8.2 shall be made not later than
               sixty (60) days after the date on which the Participant's
               Settlement Date occurs (or within 60 days after the
               Implementation Date if the Participant's Settlement Date
               occurs on or after December 1, 1996 and before the
               Implementation Date).

                    (b)  If the value of the Participant's Account to be
               distributed exceeds $3,500 (or at the time of any prior
               distribution or withdrawal exceeded $3,500) and he has not
               attained age 65, distribution to the Participant shall be
               deferred until he attains age 65 and shall be made, as
               provided in Section 8.4, not later than sixty (60) days
               following the date on which he attains age 65 (or not later
               than April 30, 1997 if the Participant attains age 65 on or
               after December 1, 1996 and before the Implementation Date)
               unless the Participant consents in writing to, or is deemed
               to have elected, earlier distribution as hereinafter
               provided.  The amount to be distributed shall be the full
               amount in the Participant's Account as of the Valuation Date
               coincident with or next preceding the effective date as of
               which distribution is made and less the unpaid portion of
               all loans made to the Participant pursuant to Article IX
               including interest accrued thereon (which shall be
               considered distributed).  A Participant who does not wish to
               have distribution deferred may elect to have his Account
               distributed after his Settlement Date as provided in Section
               8.5(a).  If a Participant has not repaid all loans made to
               him under the Plan at the time of his termination, he shall
               be deemed to have elected to have that portion of his
               Account equal to the unpaid portion of said loans, including
               accrued interest, distributed after his Settlement Date as
               provided in Section 8.5(a) unless he is not in default on
               such loan at the time of termination.  If the Participant is
               not in default on the loan at the time of his termination or
               if a Participant receives a loan after his termination of
               employment, the unpaid portion of such loan, including
               accrued interest, shall be deducted from the balance of his
               Account to which he is entitled and considered a
               distribution from his Account on the first to occur of (i)
               the Participant's default on repayment on the loan and (ii)
               the date payment of his Account is made under this Section
               8.5.

                    (c)  If distribution of a Participant's Account
               following his Settlement Date is deferred under Section
               8.5(b), the Participant may elect at any time to have

                                         -302-
<PAGE>

               distribution made prior to his attaining age 65 and, in such
               case, distribution shall be made not later than sixty (60)
               days following the date he files his election with the
               Committee (or not later than April 30, 1997 if the
               Participant files his election on or after December 1, 1996
               and before the Implementation Date).  If distribution of a
               Participant's Account is deferred and the Participant dies
               prior to distribution, distribution of his Account shall be
               made to his Beneficiary not later than sixty (60) days
               following the date of the Participant's death (or not later
               than April 30, 1997 if the Participant's death occurs on or
               after December 1, 1996 and before the Implementation Date).
               In each case, the amount to be distributed shall be the full
               amount in the Participant's Account as of the Valuation Date
               coincident with or next preceding the effective date as of
               which distribution is to be made and less the unpaid portion
               of all loans made to the Participant pursuant to Article IX
               including interest accrued thereon (which shall be
               considered distributed).

                    (d)  If consent to distribution is required under
               Section 8.5(b) or (c) or a withdrawal is to be made under
               Section 8.6 or Section 8.10, the Committee shall no less
               than 30 days and no more than 90 days prior to the date
               distribution or withdrawal is to be made provide the
               Participant with written notice of his right to defer
               payment to age 65.  Such distribution or withdrawal,
               however, may be made less than 30 days after the provision
               of the written notice, if the notice informs the Participant
               of his right of at least 30 days after receiving the notice
               to consider the decision of whether or not to elect
               distribution or withdrawal and the Participant, after
               receiving the notice, affirmatively elects distribution or
               withdrawal.

                    (e)  If the amount of the payment to be made on or
               before a particular date cannot be ascertained by such date,
               a payment retroactive to such date shall be made no later
               than 60 days after the earliest date on which the amount of
               such payment can be ascertained.  If any amount is allocated
               to a Participant's Account subsequent to the payment of his
               Account, a payment of such additional amount shall be made
               to the Participant within 60 days after the allocation is
               made.  If the proceeds from the liquidation of any portion
               of a Participant's Account are received by the Trust Fund
               subsequent to the payment of the remaining portion of his
               Account, payment of such additional amount shall be made as
               soon as practicable after the proceeds are received.

                    (f)  If a Participant's payment is deferred under
               Section 8.5 to a date following his Settlement Date, the
               unpaid amounts not considered an investment from time to
               time in the Participant Loan Fund shall be invested prior to
               distribution in accordance with the election of the
               Participant as provided in Section 5.2 of the Plan.

                                          -303-
<PAGE>

                    (g)  Notwithstanding the foregoing provisions of this
               Section 8.5 or any other provision of the Plan, if a
               Participant continues in employment of the Employer or
               Affiliated Employers after he attains age 70-1/2,
               distribution of the Participant's Account shall be made to
               him not later than the April 1 of the calendar year
               following the later of (i) the calendar year in which he
               attains age 70-1/2, or (ii) the calendar year in which his
               Settlement Date occurs.  However, if the Participant owns,
               or is considered to own, in the Plan Year ending in calendar
               year in which he attains age 70-1/2, more than 5% of the
               outstanding stock of the Corporation or an Affiliated
               Employer or stock possessing more than 5% of the total
               combined voting power of all stock of the Corporation or an
               Affiliated Employer, then distribution of the Participant's
               Account shall be made to him not later than the April 1 next
               following the last day of the calendar year in which the
               Participant attains age 70-1/2.  To the extent that
               governmental regulations, rulings or announcements require
               that any Participant with an Account balance at December 31,
               1996 be paid at the Participant's election no later than the
               April 1 of the calendar year following the calendar year in
               which he attains age 70-1/2 as provided in the Plan as in
               effect prior to this restatement, such Participant shall be
               so paid.

                    8.6  Hardship Withdrawals:  A Participant shall have
          the right to withdraw amounts from his Compensation Conversion
          Account(s) as of a Valuation Date (but on and after January 1,
          1997 not until on or after the Implementation Date) on account of
          his financial hardship in accordance with the following:

                    (a)  The Participant shall file a written request with
               the Committee at least 30 days prior to the date as of which
               the withdrawal is to be made setting forth the amount he
               wishes to withdraw, the Investment Fund(s) from which it is
               to be withdrawn and data establishing his financial
               hardship; and

                    (b)  A hardship withdrawal under this Section 8.6 shall
               be permitted only if the withdrawal both (i) is made on
               account of an immediate and heavy financial need of the
               Participant and (ii) is necessary to satisfy such financial
               need.  For purposes of this Section 8.6:

                         (A)  a withdrawal will be considered to be
                    made on account of an immediate and heavy
                    financial need of the Participant only if it is on
                    account of (i) medical expenses, as described in
                    Section 213(d) of the Code, previously incurred by
                    the Participant, the Participant's spouse or any
                    dependent of the Participant (as defined in
                    Section 152 of the Code) or necessary for these
                    persons to obtain medical care described in
                    Section 213(d) of the Code, (ii) the purchase

                                         -304-
<PAGE>

                    (excluding mortgage payments) of a principal
                    residence for the Participant, (iii) the need to
                    make payment of tuition and related educational
                    fees for the next 12 months of post-secondary
                    education for the Participant, his spouse,
                    children or dependents, or (iv) the need to
                    prevent the eviction of the Participant from his
                    principal residence or foreclosure on the mortgage
                    of the Participant's principal residence; and

                         (B)  a withdrawal will be considered to be
                    necessary to satisfy an immediate and heavy
                    financial need of the Participant only if (i) the
                    withdrawal is not in excess of the amount of the
                    immediate and heavy financial need of the
                    Participant, including amounts necessary to pay
                    any Federal, state or local income taxes or
                    penalties reasonably anticipated to result from
                    the withdrawal, (ii) the Participant has obtained
                    all distributions, other than hardship
                    distributions, and all nontaxable (at the time of
                    the loan) loans currently available to him under
                    the Plan and all other qualified plans maintained
                    by the Corporation or the Affiliated Employers,
                    (iii) the Participant is precluded from making or
                    having made on his behalf any contributions under
                    Section 4.1 or elective contributions under other
                    qualified or nonqualified plans of deferred
                    compensation maintained by the Corporation or the
                    Affiliated Employers, or any elective after-tax
                    employee contributions under any such plan of the
                    Corporation or the Affiliated Employers, for a
                    period of at least 12 months after receipt of the
                    withdrawal, and (iv) the maximum amount within the
                    meaning of Section 402(g) of the Code that may be
                    contributed as elective contributions to the
                    Participant's Compensation Conversion Accounts and
                    to any other qualified or nonqualified plan of
                    deferred compensation maintained by the
                    Corporation or the Affiliated Employers is reduced
                    for the Plan Year next following the Plan Year in
                    which the hardship withdrawal is received by the
                    amount of such contributions made by or on behalf
                    of the Participant for the Plan Year in which the
                    withdrawal is received.

               The determination of the existence of financial hardship
               hereunder and of the amount required to be distributed to
               meet the need created by the hardship will be made by the
               Committee and its decisions shall be applied in a
               nondiscriminatory manner.

                    (c)  No withdrawal under this Section 8.6 may exceed an
               amount equal to the lesser of (i) the balance in the
               Participant's Compensation Conversion Accounts as of the

                                          -305-
<PAGE>

               Valuation Date coincident with or next preceding the
               effective date of the withdrawal, less all unpaid loans as
               of the date of withdrawal made to the Participant pursuant
               to Article IX, including interest accrued thereon, that are
               made from such Accounts, and (ii) the aggregate amount of
               contributions made to such Accounts under Section 4.1 and
               not previously withdrawn less all unpaid loans made to the
               Participant pursuant to Article IX that are made from such
               Accounts.

                    (d)  Only one withdrawal under this Section 8.6 may be
               made by a Participant during each Plan Year.  The minimum
               withdrawal that will be allowed is $500.

                    (e)  Payment of any withdrawals will be made in cash in
               a lump sum to the Participant as soon as practicable
               following the date the request is approved by the Committee
               but a Participant may elect to have such amount rolled over
               directly to an "eligible retirement plan" in accordance with
               Section 8.9.

                    8.7  Beneficiary:  As used in the Plan, the term
          "Beneficiary" means:

                    (a)  The last person or persons designated as
               beneficiary by the Participant in a written notice on a form
               prescribed by the Committee, provided, however, that if the
               Participant is married at the time of his death and the
               person so designated is not his surviving spouse, such
               designation will not be effective under the Plan unless the
               requirements of the last paragraph of this Section 8.7 have
               been met in respect of such designation;

                    (b)  If there is no beneficiary designation in
               accordance with Section 8.7(a) that is effective under the
               Plan or if the person designated pursuant to an effective
               designation shall not survive the Participant, such
               Participant's spouse; or

                    (c)  If no such designated beneficiary and no such
               spouse is living upon the death of a Participant, or if all
               such persons die prior to the full distribution of such
               Participant's Account, then the legal representative of the
               last survivor of the Participant and such persons, or, if
               the Committee shall not receive notice of the appointment of
               any such legal representative within one (1) year after such
               death, the heirs-at-law of such survivor (in the proportions
               in which they would inherit his intestate personal property)
               shall be the beneficiary to whom the then remaining balance
               of such Account shall be distributed.

                    Any Beneficiary designation may be changed from time to
          time by like notice similarly delivered.  No notice given under
          this Section shall be effective unless and until the Committee
          actually receives such notice and enters it in its records.

                                         -306-
<PAGE>

                    No beneficiary designation under Section 8.7(a) which
          designates a beneficiary who is not the Participant's surviving
          spouse shall be effective under the Plan unless the Participant's
          surviving spouse consents to such designation, such consent
          acknowledges the effect of such designation and the surviving
          spouse's signature on such consent is witnessed by a notary
          public.  Notwithstanding the foregoing sentence, such consent of
          the surviving spouse shall not be required if the Participant
          establishes to the satisfaction of the Committee that (i) the
          surviving spouse cannot be located, (ii) the Participant is
          legally separated or the Participant has been abandoned (and the
          Participant has a court order to such effect) unless a qualified
          domestic relations order provides otherwise, or (iii) the spouse
          is legally incompetent and the spouse's legal guardian gives such
          consent.

                    8.8  Facility of Payment:  Whenever and as often as any
          Participant or his Beneficiary entitled to payments hereunder
          shall be under a legal disability or, in the sole judgment of the
          Committee, shall otherwise be unable to apply such payments to
          his own best interest and advantage, the Committee in the
          exercise of its discretion may direct all or any portion of such
          payments to be made in any one or more of the following ways:
          (i) directly to him; (ii) to his legal guardian or conservator;
          or (iii) to his spouse or to any other person, to be expended for
          his benefit.  The decision of the Committee shall in each case be
          final and binding upon all persons in interest.

                    8.9  Direct Rollovers:  If a Participant (which for
          purposes of this Section 8.9 shall include a spouse or former
          spouse who is an alternate payee under a qualified domestic
          relations order as defined in Section 414(p) of the Code) or a
          Beneficiary who is the Participant's surviving spouse is to
          receive a distribution or a withdrawal under this Article VIII or
          Section 12.3, he may elect to have all of the amounts, or any
          portion thereof equal to $500 or more, that would otherwise be
          paid to him, including the unpaid balance of any loan that would
          be considered a distribution, paid directly by the Trustee to an
          "eligible retirement plan" (as defined below) that will accept
          such rollover.  Such election shall apply, however, only to the
          extent a distribution is not a minimum distribution required
          under Code Section 401(a)(9).

                    Upon the election of a Participant or Beneficiary under
          this Section 8.9, the amount of the distribution or withdrawal
          with respect to which the election was made shall be paid
          directly, by such means as the Committee shall determine, to the
          specified eligible retirement plan at the time it would otherwise
          have been paid to the Participant or Beneficiary.  The portion,
          if any, of the distribution or withdrawal that may not be
          directly rolled over or which the Participant or Beneficiary has
          elected not to be rolled over shall be made to the Participant or
          Beneficiary as otherwise provided in the Plan.



                                         -307-
<PAGE>

                    Not earlier than 90 days or later than 30 days before a
          distribution or withdrawal would otherwise be made (or at such
          other time as is permitted or prescribed by government
          regulation, ruling or announcement), the Committee will deliver
          or cause to be delivered to the Participant or Beneficiary notice
          of his right to make an election under this Section 8.9.  Any
          election must be made within such period and shall be subject to
          such terms and conditions as the Committee shall prescribe,
          including any such terms, conditions or limitations required or
          permitted by government regulations, rulings and announcements.
          An election shall be accompanied by such documentation,
          information and verifications as the Committee shall require
          regarding the eligible retirement plan to which the direct
          rollover is to be made and to enable the Trustee to properly make
          the direct rollover.

                    For purposes of this Section 8.9, "eligible retirement
          plan" shall mean:

                    (i) an individual retirement account described in Code
                    Section 408(a);

                    (ii) an individual retirement annuity described in Code
                    Section 408(b) (other than an endowment contract);

                    (iii) with respect to a Participant, a defined
                    contribution plan qualified under Code Section 401(a);
                    or

                    (iv) with respect to a Participant, an annuity plan
                    described in Code Section 403(a).

                    8.10 Rollover Contribution Account Withdrawals:  A
          Participant shall have the right to withdraw amounts from his
          Rollover Contribution Account as of a Valuation Date occurring on
          or after the Implementation Date in accordance with the
          following:

                    (a)  The Participant shall file a written request with
               the Committee at least 30 days prior to the date as of which
               the withdrawal is to be made setting forth the amount he
               wishes to withdraw and the Investment Fund(s) from which it
               is to be withdrawn.

                    (b)  No withdrawal may exceed an amount equal to the
               balance in the Participant's Rollover Contribution Account
               as of the Valuation Date coincident with or next preceding
               the effective date of the withdrawal, less all unpaid loans
               as of the date of withdrawal made to the Participant
               pursuant to Article IX, including accrued interest that are
               made from such Account.

                    (c)  Payment of any withdrawal will be made in cash in
               a lump sum to the Participant as soon as practicable
               following the effective date of the withdrawal but a

                                         -308-
<PAGE>

               Participant may elect to have such amount rolled over
               directly to an "eligible retirement plan" in accordance with
               Section 8.9.


                                      ARTICLE IX

                                Loans to Participants

                    9.1  Application for Loans:  Upon the application of a
          Participant, the Committee, in accordance with a uniform and non-
          discriminatory policy, may direct the Trustee to make a loan to
          such Participant upon such terms as the Committee shall specify
          subject to the provisions of this Article IX.  In making loans,
          the Committee may consider only those factors which would be
          considered in a normal commercial setting by an entity in the
          business of making similar types of loans.  Any loan approved by
          the Committee will be disbursed on such date as the Committee
          shall direct.  A loan shall be charged first to the Participant's
          Rollover Contribution Account, next to his Supplemental
          Compensation Conversion Account, next to his Matched Compensation
          Conversion Account and finally to his Employer Matching
          Contribution Account.  All loans will be charged prorata to the
          Investment Fund(s) (other than the Participant Loan Fund) in
          which the Participant's Account(s) from which the loan is to be
          made are invested.  Any loan applied for by means of the
          Telephone Response System shall be deemed made on the effective
          date of the application under the rules of the Telephone Response
          System.

                    Until after the Implementation Date, no loan may be
          made unless the loan application is submitted by the Participant
          in writing to the Committee on or prior to November 15, 1996.  On
          and after the Implementation Date, an application shall be made
          by such means (which may include through use of the Telephone
          Response System) as the Committee shall prescribe from time to
          time, and the loan application fee, if any, then in effect shall
          be charged to and paid from the Participant's Account(s) and the
          Investment Fund(s) in which it is invested as soon as practicable
          after the loan has been made in the same manner as the loan is
          charged.  The loan application fee, if any, shall be determined















                                        -309-
<PAGE>

          by the Committee from time to time on a uniform and
          non-discriminatory basis without regard to the amount of the loan
          requested and shall be non-refundable.  Any costs incurred at the
          request of a Participant in respect of the manner in which the
          loan proceeds are to be disbursed shall be paid by the
          Participant.

                    In the event a loan is applied for by means of the
          Telephone Response System but the application is denied by the
          Committee or the Participant cancels the application for the loan
          before the loan is disbursed, any funds in the Participant's
          Accounts that had been obtained by liquidating investments in the
          Investment Funds in order to make the loan shall be reinvested in
          the Investment Funds as soon as practicable in accordance with
          the Participant's most recent investment election with respect to
          the investment of contributions under Article V.

                    9.2  Limitations on Loans:  No loan to any Participant,
          when added to the outstanding balance of all other loans from all
          qualified plans of the Employers and Affiliated Employers made to
          the Participant, shall exceed the lesser of (a) $50,000, reduced
          by the excess, if any, of the highest outstanding balance of all
          loans from such plans to the Participant during the one-year
          period ending on the day before the date on which the loan is
          made over the outstanding balance of loans from such plans to the
          Participant on the date the loan is made or (b) 50% of the sum of
          the balance in his Account and the vested balances in all other
          qualified plans of the Employers and Affiliated Employers, as of
          the most recent Valuation Date for which a valuation is
          available, as adjusted for any distributions, withdrawals or
          contributions made after such Valuation Date.  In no event,
          however, shall any loan under the Plan to the Participant exceed
          50% of the balance in his Account as of the Valuation Date
          coinciding with the date the loan is made.  The Committee shall
          not approve a loan of less than $1,000 nor shall the Committee
          approve more than one loan to any Participant in any Plan Year.
          No more than one unpaid loan shall be outstanding to any
          Participant at any time.

                    9.3  Interest on Loans:  The Committee will establish
          the interest rate to apply for the term of all loans.  The
          interest rate for any loan shall be commensurate with the
          interest rate charged by persons in the business of lending money
          for loans which would be made under similar circumstances, as
          determined by the Committee.

                    9.4  Repayment of Loans:  Any loan to a Participant
          shall be repaid by the Participant in such manner as the
          Committee shall determine, subject to the limitations of this
          Section 9.4.  The Committee shall require that the loan and
          interest thereon be repaid in equal monthly installments, payable
          on the first day of each month (commencing as soon as practicable
          following the date the loan is disbursed), over a period which
          shall not exceed five years from the date of the loan.  Each
          monthly installment, which in no event shall be less than $25,

                                         -310-
<PAGE>

          may be paid by payroll deductions by the Employer from the
          compensation of the Participant or by such other method as the
          Committee shall prescribe.  Payroll deductions for a monthly
          installment shall be made from the second regular paycheck of the
          month next preceding the month in which the installment is
          payable.  The Employer shall deposit with the Trustee the sums so
          deducted or paid with respect to a loan.  Any loan under the Plan
          may be prepaid without penalty on the first day of any month.
          Partial prepayments shall not be permitted.  Amounts received by
          the Trust Fund as a repayment of a loan to a Participant or as
          payment of interest on a loan to a Participant shall be added to
          Investment Funds in accordance with the Participant's most recent
          election with respect to the investment of contributions under
          Article V and loan repayments shall be made to the Participant's
          Accounts in the reverse order from which the loan was charged.

                    9.5  Security for Loans:  Each loan to a Participant
          shall be evidenced by a note, payable to the order of the
          Trustee, for the amount of the loan including interest thereon.
          Each loan shall be secured by a pledge of the borrower's Account
          considered an investment in the Participant Loan Fund, which
          pledge shall give the Trustee a security interest in all of the
          Participant's then existing and thereafter acquired rights in his
          Account considered an investment in the Participant Loan Fund.
          By accepting the loan the Participant automatically assigns, as
          security for the loan, such rights in his Account.  In the event
          the Participant's employment with the Employer and Affiliated
          Employers is terminated for any reason prior to the repayment of
          the loan, the unpaid balance plus accrued interest thereon shall
          be deducted from the amount of his Account balance to which he is
          entitled as provided in Section 8.2.  If, however, a Participant
          is having distribution of his Account deferred to age 65 and he
          is not in default on repayment on the loan at the time of his
          termination of employment or if a Participant receives a loan
          after his termination of employment, any unpaid balance on such
          loan plus accrued interest shall be deducted from the balance of
          his Account to which he is entitled and considered a distribution
          from his Account on the first to occur of (i) the default on
          repayment of the loan and (ii) the date payment of his Account is
          made under Section 8.5.


                                      ARTICLE X

                                    Administration

                    10.1  Allocation of Responsibility Among Fiduciaries
          for Plan and Trust Administration:  In general, the Corporation,
          which shall be the "administrator" and a "named fiduciary" under
          the Plan for purposes of ERISA, shall have the sole authority to
          appoint and remove the Trustee, members of the Committee and any
          investment manager that may be provided for under the Trust and
          to delegate fiduciary responsibilities in addition to any
          delegation provided herein, and to amend or terminate, in whole
          or in part, the Plan or the Trust.  The Committee, the members of

                                        -311-
<PAGE>

          which shall be "named fiduciaries" under ERISA, shall have the
          general responsibility for the administration of the Plan and
          shall have the power to delegate fiduciary responsibilities in
          addition to any delegation provided herein.

                    10.2  Appointment of Committee:  The Plan shall be
          administered by a Committee consisting of at least three persons
          and not more than seven persons who shall be appointed by and
          serve at the pleasure of the Board of Directors.  No member of
          the Committee who is an employee of an Employer shall receive
          compensation with respect to his services as a member of the
          Committee.  The Corporation shall notify the Trustee of the
          members of the Committee and any changes in membership that may
          take place from time to time.

                    10.3  Claims Procedure:  The Committee shall make all
          determinations as to the right of any person to a benefit.  Any
          denial by the Committee of a claim for benefits under the Plan by
          a Participant or Beneficiary shall be stated in writing by the
          Committee and delivered or mailed to the Participant or
          Beneficiary.  Such notice shall set forth the specific reasons
          for the denial, written in a manner calculated to be understood
          by the Participant.  In addition, the Committee shall afford a
          reasonable opportunity to any Participant or Beneficiary whose
          claim for benefits has been denied for a full and fair review of
          the decision denying the claim.  To the extent that any portion
          of the benefits of a Participant or Beneficiary under the Plan
          are not in dispute, payment of the undisputed portion shall be
          made without regard to any disputed benefits in accordance with
          the terms of the Plan.  The Committee's decision on review shall,
          to the extent permitted by law, be final and binding on all
          persons.

                    10.4  Other Committee Powers and Duties:  The Committee
          shall have such duties and powers as may be necessary to
          discharge its duties hereunder, including, but not by way of
          limitation, the following:

                    (a)  to have the full and exclusive power to (i)
               construe and interpret the Plan, construe any ambiguous
               provision of the Plan, correct any defect, supply any
               omission or reconcile any inconsistency in such manner and
               to such extent as the Committee in its sole and absolute
               discretion may determine, and (ii) decide all questions of
               eligibility and determine the amount, manner and time of
               payment of any benefits hereunder;

                    (b)  to prescribe procedures to be followed by
               Participants or Beneficiaries in filing applications for
               benefits;

                    (c)  to prepare and distribute, in such manner as the
               Committee determines to be appropriate, information
               explaining the Plan;


                                         -312-
<PAGE>

                    (d)  to receive from the Employers and from
               Participants such information as shall be necessary for the
               proper administration of the Plan;

                    (e)  to furnish the Employers, upon request, such
               annual reports with respect to the administration of the
               Plan as are reasonable and appropriate;

                    (f)  to receive, review and keep on file reports from
               the Trustee of the financial condition, and of the receipts
               and disbursements, of the Trust Fund; and

                    (g)  to appoint or employ individuals to assist in the
               administration of the Plan.

          The Committee shall have no power to add to, subtract from or
          modify any of the terms of the Plan, or to change or add to any
          benefits provided by the Plan, or to waive or fail to apply any
          requirements of eligibility for a benefit under the Plan.

                    10.5  Rules and Decisions:  The Committee may adopt
          such rules as it deems necessary, desirable or appropriate.  All
          rules and decisions of the Committee shall be uniformly and
          consistently applied to all Participants in similar
          circumstances.  When making a determination or calculation, the
          Committee shall be entitled to rely upon information furnished by
          a Participant or Beneficiary, the Employers, the legal counsel
          for the Employers or the Trustee.

                    10.6  Committee Procedures:  The Committee may act at a
          meeting or in writing without a meeting.  The Committee shall
          elect one of its members as chairman, appoint a secretary, who
          may or may not be a Committee member, and advise the Trustee of
          such actions in writing.  The secretary shall keep a record of
          all meetings and forward all necessary communications to the
          Employers or the Trustee.  The Committee may adopt such bylaws
          and regulations as it deems desirable for the conduct of its
          affairs.  All decisions of the Committee shall be made by the
          vote of the majority including actions in writing taken without a
          meeting.

                    10.7  Authorization of Benefit Payments:  The Committee
          shall issue directions to the Trustee concerning all benefits
          that are to be paid from the Trust Fund pursuant to the
          provisions of the Plan and shall warrant that all such directions
          are in accordance with the Plan.

                    10.8  Applications and Forms:  Any action permitted or
          required to be taken by a Participant or Beneficiary shall be by
          means of the Telephone Response System or on such form or forms
          as the Committee may require.  The Committee may require a
          Participant or Beneficiary to complete and file with the
          Committee all other forms prescribed by the Committee, and to
          furnish all pertinent information requested by the Committee.


                                         -313-
<PAGE>

          The Committee may rely upon all such information so furnished to
          it.

                    10.9  Administration Expenses:  All expenses, including
          Trustee's fees, and all other costs and expenses, including those
          of the Committee, incurred in operating and administering the
          Plan and Trust may be paid in whole or in part by the Corporation
          and any expenses not paid by it shall be paid by the Trustee out
          of principal or income of the Trust Fund.  Any expenses, however,
          of processing loan applications and disbursing loans shall be
          paid by Participants or charged to their Accounts as and to the
          extent provided in Article IX.  Any expenses, including but not
          limited to investment advisor fees, related to the investment of
          assets of any Investment Fund shall be paid by the Trustee from
          the Investment Fund and where allocable to a particular
          Participant's Account shall be changed to such Accounts unless
          paid by the Corporation.

                    10.10  Provisions Regarding Common Stock:

                    (a) Named Fiduciaries:

                    (i)  The Committee will be the "named fiduciary" under
                    ERISA for purposes of directing the Trustee (i) with
                    respect to the voting of all allocated shares of Common
                    Stock held in the Common Stock Fund of the Trust Fund
                    for which voting instructions are not timely furnished
                    by Participants and Beneficiaries pursuant to the
                    provisions of Section 10.10(b) or which have not been
                    allocated to Participant Accounts; (ii) exercising any
                    options, warrants or other rights in connection with
                    shares of Common Stock held in the Common Stock Fund of
                    the Trust Fund; and (iii) exercising any appraisal
                    rights, dissenters' rights or similar rights granted by
                    applicable law to the registered or beneficial holders
                    of Common Stock.  The Committee will adopt from time to
                    time whatever procedures it determines to be
                    appropriate in order to exercise its powers and duties
                    under this Section 10.10(a)(i) and may retain advisors
                    and consultants (including, without limitation, legal
                    counsel and financial advisors) who are independent of
                    the Corporation, the Board of Directors and the Trustee
                    to the extent the Committee determines such independent
                    advice to be necessary or appropriate.

                    (ii) The Committee may, in its discretion, delegate any
                    power or duty allocated to it pursuant to Section
                    10.10(a)(i) above to another person or entity, who will
                    act as an independent fiduciary and will exercise such
                    power or duty to the same extent as it could have been
                    exercised by the Committee.  The persons or entities to
                    which such powers and duties may be delegated will
                    include, without limitation, the Board of Directors or
                    any committee of the Board of Directors, the Trustee,
                    any other person or entity that meets the requirements

                                         -314-
<PAGE>

                    of an investment manager under ERISA Section 3(38), or
                    any other person or entity that the Committee
                    determines in good faith has the requisite knowledge
                    and experience concerning the matter with respect to
                    which the delegation is made.  The Committee may also
                    remove any fiduciary to whom it has delegated any power
                    or duty and exercise such power or duty itself or
                    appoint a successor fiduciary.  For purposes of Section
                    10.10(b) and 10.10(c), the term "Committee" will also
                    mean any fiduciary to which the Committee has delegated
                    any power or duty pursuant to this Section
                    10.10(a)(ii).

                    (iii)  Each Participant and Beneficiary who furnishes
                    instructions to the Trustee on any matter relating to
                    Common Stock held in the Common Stock Fund of the Trust
                    Fund in accordance with the provisions of Section
                    10.10(b) or Section 10.10(c) will be a "named
                    fiduciary" under ERISA with respect to such matter.

                    (b)  Voting of Common Stock:

                    (i)  With respect to all corporate matters submitted to
                    shareholders of Common Stock at any annual or special
                    meeting thereof or pursuant to any solicitation of
                    written consents in lieu of a meeting (a "consent
                    solicitation"), all shares of Common Stock allocated to
                    the Accounts of Participants in the Common Stock Fund
                    as of the record date established for such meeting or
                    consent solicitation will be voted in accordance with
                    the voting instructions of such Participants as
                    provided to the Trustee, provided that such
                    instructions are received by the fifth day before the
                    meeting or deadline for submitting consents.  Upon
                    timely receipt of proper voting instructions, the
                    Trustee will vote the shares as instructed.  With
                    respect to shares of Common Stock allocated to the
                    Account of a deceased Participant, such Participant's
                    Beneficiary will be entitled to direct the voting with
                    respect to such allocated shares as if such Beneficiary
                    were the Participant.

                    (ii)  The Committee will instruct the Trustee how to
                    vote any allocated shares of Common Stock in the Common
                    Stock Fund for which the Trustee does not receive
                    timely instructions from Participants or Beneficiaries
                    and any shares of Common Stock in the Common Stock Fund
                    that have not been allocated to Participants' Accounts.

                    (iii)  As soon as practicable before each annual or
                    special meeting of the holders of Common Stock or
                    deadline for submitting consents, the Trustee will
                    deliver or cause to be delivered to each Participant,
                    or in the event of his death to his Beneficiary, who
                    has shares of Common Stock in the Common Stock Fund

                                         -315-
<PAGE>

                    allocated to his Account as of the applicable record
                    date, a copy of all reports, financial statements,
                    proxies and proxy solicitation material sent generally
                    to shareholders with respect to such matter, together
                    with forms requesting instructions on how to vote the
                    shares of Common Stock allocated to his Account.  The
                    Committee and the Trustee may also provide Participants
                    with such other material concerning the matters to be
                    voted on as or the Committee in its discretion determines
                    to be appropriate, provided, however, that prior to any
                    distribution of materials by the Committee, the Trustee
                    will be furnished with complete copies of all such
                    materials.  The instructions received by the Trustee
                    from Participants or Beneficiaries will be held by the
                    Trustee in strict confidence and will not be divulged
                    or released to any person including directors, officers
                    or employees of the Corporation, or of any other
                    company, except as otherwise required by law.

                    (iv)  A Participant's or Beneficiary's right to
                    instruct the Trustee with respect to voting shares of
                    Common Stock will not include rights concerning the
                    exercise of any appraisal rights, dissenters' rights or
                    similar rights granted by applicable law to the
                    registered or beneficial holders of Common Stock.
                    These matters will be exercised by the Trustee in
                    accordance with the Committee's instructions.

                    (c)  Tender Offer for Common Stock:

                    (i)  The Trustee will tender or not tender shares or
                    exchange shares of Common Stock in the Common Stock
                    Fund allocated to the Account of any Participant only
                    as and to the extent instructed by the Participant.
                    With respect to shares of Common Stock in the Common
                    Fund allocated to the Account of a deceased
                    Participant, such Participant's Beneficiary will be
                    entitled to direct the Trustee whether or not to tender
                    or exchange such shares as if such Beneficiary were the
                    Participant.  If tender or exchange instructions for
                    shares of Common Stock in the Common Stock Fund
                    allocated to the Account of any Participant are not
                    timely received by the Trustee, the Trustee will treat
                    the non-receipt as an instruction not to tender such
                    shares.

                    (ii)  The Committee will instruct the Trustee whether
                    or not to tender any shares of Common Stock in the
                    Common Stock Fund that have not been allocated to
                    Participants' Accounts.

                    (iii)  In the event an offer is received by the Trustee
                    to purchase or exchange any shares of Common Stock held
                    in the Common Stock Fund by the Trust (including a

                                          -316-
<PAGE>

                    tender offer for shares of Common Stock subject to
                    Section 14(d)(1) of the Securities Exchange Act of 1934
                    or subject to Rule 13e-4 promulgated under that Act, as
                    those provisions may from time to time be amended), the
                    Trustee will advise each Participant who has shares of
                    Common Stock in the Common Stock Fund allocated to such
                    Participant's Account in writing of the terms of the
                    offer as soon as practicable after its commencement and
                    will furnish each Participant with a form by which he
                    may instruct the Trustee confidentially whether or not
                    to tender or exchange shares allocated to such
                    Participant's Account.  The Committee and the Trustee
                    may also provide Participants with such other material
                    concerning the tender or exchange offer as the Trustee
                    or the Committee in its discretion determines to be
                    appropriate, provided, however, that prior to any
                    distribution of materials by the Committee, the Trustee
                    will be furnished with complete copies of all such
                    materials.  The instructions received by the Trustee
                    from Participants or Beneficiaries will be held by the
                    Trustee in strict confidence and will not be divulged
                    or released to any person, including directors,
                    officers or employees of the Corporation, or of any
                    other company, except as otherwise required by law.

                    (iv)  In the event, under the terms of a tender offer
                    or otherwise, any shares of Common Stock held in the
                    Common Stock Fund tendered for sale, exchange or
                    transfer pursuant to such offer may be withdrawn from
                    such offer, the Trustee will follow instructions
                    received from Participants, Beneficiaries or the
                    Committee respecting the withdrawal of such securities
                    from such offer in the same manner as other
                    instructions pursuant to this Section 10.10(c).

                    (v)  In the event that an offer for fewer than all of
                    the shares of Common Stock held by the Trustee in the
                    Common Stock Fund is received by the Trustee,
                    Participants, Beneficiaries and the Committee will be
                    entitled to direct the Trustee as to the acceptance or
                    rejection of such offer as provided by Sections
                    10.10(c)(i)-(iv).  The instructions received by the
                    Trustee to tender shares will be applied on a pro rata
                    basis in accordance with the number or amount of such
                    shares subject to the instruction, based on the largest
                    portion of such Common Stock that the Plan may sell,
                    exchange or transfer pursuant to the offer and the
                    instructions received by the Trustee from Participants,
                    Beneficiaries and the Committee.

                    (vi)  In the event instructions are solicited from
                    Participants and the Committee with respect to an offer
                    pursuant to Sections 10.10(c)(i)-(iv), and prior to the
                    termination of such offer another offer is received by
                    the Trustee for the securities subject to the first

                                         -317-
<PAGE>

                    offer, the Trustee will treat the offer as a new offer
                    for purposes of apprising Participants of their rights
                    to provide instructions to the Trustee.  The Trustee
                    will use its best efforts in the circumstances to
                    solicit instructions from Participants and the
                    Committee to the Trustee (i) whether to withdraw any
                    tender with respect to securities tendered pursuant to
                    the first offer, if possible, and if withdrawn, whether
                    to tender any securities so withdrawn pursuant to the
                    second offer and (ii) whether or not to tender pursuant
                    to the second offer any securities not tendered
                    pursuant to the first offer.

                    (vii)  A Participant's instructions to the Trustee to
                    tender or exchange shares of Common Stock will not be
                    deemed a withdrawal or suspension from the Plan or a
                    forfeiture of any portion of the Participant's interest
                    in the Plan.  Funds received in exchange for tendered
                    shares will be credited to the Account of the
                    Participant whose shares were tendered and will be used
                    by the Trustee to purchase Common Stock, as soon as
                    practicable.  In the interim, the Trustee will invest
                    such funds in short-term investments permitted under
                    the Trust.

                    (viii)  In the event the Corporation or KU Energy
                    Corporation initiates a tender or exchange offer, the
                    Committee may, in its sole discretion, direct the
                    Trustee to enter into an agreement with the Corporation
                    not to tender or exchange any shares of Common Stock
                    held in the Common Stock Fund in such offer, in which
                    event, the foregoing provisions of this Section
                    10.10(c) will have no effect with respect to such offer
                    and the Trustee will not tender or exchange any shares
                    of Common Stock held in the Common Stock Fund
                    (allocated or unallocated) in such offer.


                                      ARTICLE XI

                                    Miscellaneous

                    11.1  No Guarantee of Employment:  Nothing contained in
          the Plan shall be construed as a contract of the employment
          between an Employer and any Employee, or as a right of any
          Employee to be continued in the employment of an Employer, or as
          a limitation of the right of an Employer to discharge any of its
          Employees, with or without cause.

                    11.2  Rights to Trust Assets:  No Participant shall
          have at any time any right to, or interest in, any assets of the
          Trust Fund, except as provided from time to time under the Plan,
          and then only to the extent of the benefits payable under the
          Plan to such Participant out of the assets of the Trust Fund.


                                         -318-
<PAGE>

          All payments of benefits as provided for in the Plan shall be
          made solely out of the assets of the Trust Fund.

                    11.3  Nonalienation of Benefits:  Except as provided in
          Section 9.5 or in respect of the creation, assignment or
          recognition of a right to any benefit under the Plan pursuant to
          the provisions of a "qualified domestic relations order" as
          defined in Section 414(p)(1)(A) of the Code, benefits payable
          under the Plan shall not be subject in any manner to
          anticipation, alienation, sale, transfer, assignment, pledge,
          encumbrance, charge, garnishment, execution, or levy of any kind,
          either voluntary or involuntary, including any such liability
          which is for alimony or other payments for the support of a
          spouse or former spouse, or for any other relative of the
          Participant, prior to actually being received by the person
          entitled to the benefit under the terms of the Plan; and any such
          attempt to anticipate, alienate, sell, transfer, assign, pledge,
          encumber, charge or otherwise dispose of any right to benefits
          payable hereunder, shall be void.  Except as provided above, the
          Trust Fund shall not in any manner be liable for, or subject to,
          the debts, contracts, liabilities, engagements or torts of any
          person entitled to benefits hereunder.

                    11.4  Notice of Address:  Each Participant or
          Beneficiary shall file with the Committee a written notice giving
          his post office address and each change of post office address.
          Any communication, statement, or notice addressed and mailed,
          postage prepaid, to such person at his latest post office address
          as so filed shall constitute an effective notice upon such person
          for all purposes of the Plan, and neither the Trustee, the
          Employers nor the Committee shall be obliged to search for or
          ascertain the whereabouts of any such person.  If any such person
          is notified that he is entitled to payment under the Plan, and
          also is notified of the provisions of this Section, and such
          person fails to claim his benefits or make his whereabouts known,
          or cannot be located after reasonably diligent inquiry, within
          one (1) year thereafter, the remaining interest of such person
          shall be distributed to any one or more of the spouse or next of
          kin of the Participant or Beneficiary involved, or shall be
          otherwise applied at such time and to such extent as shall be
          permitted under any applicable federal government publication,
          ruling or regulation.

                    11.5  Applicable Law:  All questions arising in respect
          of the Plan, including those pertaining to its validity,
          interpretation and administration, shall be governed, controlled
          and determined in accordance with the laws of the Commonwealth of
          Kentucky insofar as such laws are not preempted by the laws of
          the United States.

                    11.6  Profit Sharing Plan:  It is intended that the
          Plan be a qualified profit sharing plan under Section 401(a) of
          the Code.



                                         -319-
<PAGE>

                    11.7  Top-Heavy Provisions:  The following provisions
          shall become effective in any Plan Year in which the Plan is
          determined to be a "top-heavy plan."

                    (a)  The Plan will be considered a "top-heavy plan" for
               a Plan Year if as of the last day of the next preceding Plan
               Year (i) the aggregate value of the Accounts of
               Participants, including former Participants, who are "key
               employees" within the meaning of Section 416(i)(1) of the
               Code exceeds 60% of the aggregate value of the Accounts of
               all Participants, including former Participants, or (ii) the
               Plan is part of a required aggregation group and the
               required aggregation group is top-heavy.  However, and
               notwithstanding the above, the Plan shall not be considered
               a "top-heavy plan" for any Plan Year in which the Plan is a
               part of a required or permissive aggregation group which is
               not top-heavy.  For purposes of this subsection, the value
               of a Participant's or former Participant's Account shall be
               adjusted as provided in Sections 416(g)(3) and (4) of the
               Code.  A "required aggregation group" shall mean each
               qualified plan of an Employer or Affiliated Employer in
               which a "key employee" participates and any other qualified
               plan of an Employer or Affiliated Employer which enables any
               such plan to meet the requirements of Section 401(a)(4) or
               410 of the Code.  A "permissive aggregation group" shall
               mean any required aggregation group plus any other qualified
               plan or plans of an Employer or Affiliated Employer which,
               when considered with the required aggregation group, would
               continue to satisfy the requirements of Sections 401(a)(4)
               and 410 of the Code.  A Participant's or former
               Participant's compensation as reported on his Forms W-2 from
               the Employers for a Plan Year shall be used, where
               applicable, in determining whether he is a "key employee."

                    (b)  Notwithstanding the provisions of Article IV to
               the contrary, if for any Plan Year the Plan is a "top-heavy
               plan," an Employer shall contribute to the Trust Fund for
               each of its Employees who is an Eligible Employee (as
               defined below) on the last day of the Plan Year and who is
               not a "key employee," an amount equal to the excess, if any,
               of (i) over (ii), where (i) is the lesser of (A) three
               percent of such Eligible Employee's compensation (as
               reported on his Form W-2 from the Employer and Affiliated
               Employers but not in excess of the compensation limitation
               described in Section 401(a)(17) of the Code) for the Plan
               Year and (B) to the extent permitted under Section
               416(c)(2)(B) of the Code, the percentage of such Eligible
               Employee's compensation (as reported on his Form W-2 from
               the Employer and Affiliated Employers but not in excess of
               the compensation limitation described in Section 401(a)(17)
               of the Code) for the Plan Year equal to the percentage of
               compensation (not in excess of the compensation limitation
               described in Section 401(a)(17) of the Code) of employer
               contributions (including contributions made pursuant to a
               salary reduction agreement) and forfeitures allocated for

                                         -320-
<PAGE>

               the Plan Year under the Plan and each other qualified
               defined contribution plan maintained by the Employers or
               Affiliated Employers for the "key employee" for whom such
               percentage is the highest for such Plan Year, and (ii) is
               the sum of employer contributions (excluding contributions
               made pursuant to a salary reduction agreement) and
               forfeitures allocated to such Eligible Employee under the
               Plan and all other qualified defined contribution plans
               maintained by an Employer or Affiliated Employers for the
               Plan Year.  However, and notwithstanding the above, the
               provisions of this subsection (b) shall not apply for any
               Plan Year with respect to an Eligible Employee who has
               accrued the defined benefit minimum provided under Section
               416 of the Code under a qualified defined benefit plan
               maintained by the Employers or a Affiliated Employer.  Any
               amount contributed in accordance with this subsection (b)
               with respect to an Eligible Employee for a Plan Year shall
               be deemed to be a contribution made under Section 4.2 and
               shall be allocated to the Eligible Employee's Account.  Any
               Eligible Employee for whom such a contribution is made who
               is not already a Participant shall, notwithstanding the
               provisions of Section 3.1, become a Participant in the Plan
               as of the last day of the Plan Year for which the
               contribution is made.

                    (c)  For purposes of this Section 11.7, "Eligible
               Employee" shall mean any Employee who is eligible to
               participate in the Plan as provided in Section 3.1 other
               than an Employee who is included in a unit of employees
               covered by a collective bargaining agreement between
               employee representatives and one or more Employers if there
               is evidence that retirement benefits have been the subject
               of good faith bargaining between such employee
               representatives and such Employer or Employers.

                    11.8  Return of Contributions:  Notwithstanding any
          provision of the Plan to the contrary, contributions made by an
          Employer shall be returned to the Employer in the following
          circumstances:

                    (a)  Each contribution of the Employers under the Plan
               is expressly conditioned upon the current deductibility of
               the contribution under Section 404 of the Code.  If all or
               part of an Employer's contribution is disallowed as a
               deduction under Section 404 of the Code, such disallowed
               amount (reduced by any losses attributable thereto) shall be
               returned to the Employer with respect to which the deduction
               was disallowed within one year after disallowance.

                    (b)  If a contribution is made by an Employer by reason
               of a mistake of fact, then so much of the contribution as
               was made as a result of the mistake (reduced by any losses
               attributable thereto) shall be returned to the Employer
               within one year after the mistaken contribution was made.


                                        -321-
<PAGE>

                                     ARTICLE XII

                    Amendment, Termination and Action by Employers

                    12.1  Amendment and Termination:  The Corporation may
          amend, discontinue contributions under or terminate, and each
          Employer as to itself may discontinue contributions or terminate,
          the Plan in whole or in part, at any time or from time to time.
          Notwithstanding the foregoing, no amendment or termination of the
          Plan shall cause any part of the Trust Fund to be used for, or
          diverted to, any purpose other than the exclusive benefit of
          Participants or their Beneficiaries or shall operate
          retroactively so as to affect adversely the right of any
          Participant or Beneficiary of the Plan prior to such action;
          provided, however, that the Corporation may make any amendment it
          determines necessary or desirable, with or without retroactive
          effect, to comply with ERISA or the Code.

                    12.2  Action by Employers:  Any action by an Employer
          under the Plan may be by resolution of its Board of Directors, or
          by any person or persons duly authorized by resolution of said
          Board to take such action.

                    12.3  Effect of Termination:  Upon the bankruptcy,
          insolvency, merger, consolidation, or dissolution of an Employer,
          without provision being made by its successor, if any, for the
          continuation of the Plan, or upon the termination, partial
          termination or discontinuance of the Plan or of the payment of
          contributions thereunder, by an Employer, the Accounts of the
          Participants who are Employees of such Employer and who are
          affected by such termination, partial termination or
          discontinuance shall continue to be fully vested and held in the
          Trust Fund in accordance with the provisions of the Plan and
          Trust, except that the Committee may direct that the assets of
          the Trust Fund allocable to each such Participant and his
          Beneficiary shall be distributed to such Participant or
          Beneficiary; in which event the Trust shall thereupon terminate
          as to such Employer when all Accounts have been distributed;
          provided, however, that no such distribution shall be made to any
          Participant until he attains age 59-1/2 except in the case of
          termination of employment or as otherwise provided in Article
          VIII or upon termination of the Plan without the establishment or
          maintenance by the Employer or an Affiliated Employer, within 12
          months after distribution, of another qualified defined
          contribution plan (other than an employee stock ownership plan as
          defined in Section 4975(e)(7) of the Code).


                                     ARTICLE XIII

               Successor Employer and Merger or Consolidation of Plans

                    13.1  Successor Employer:  In the event of the
          dissolution, merger, consolidation or reorganization of an
          Employer, provision may be made by which the Plan and Trust will

                                        -322-
<PAGE>

          be continued by the successor; and, in that event, such successor
          (subject to the consent of the Corporation if the Employer is
          other than the Corporation) shall be substituted for the Employer
          under the Plan.  The substitution of the successor shall
          constitute an assumption of Plan liabilities by the successor and
          the successor shall have all of the powers, duties and
          responsibilities of an Employer under the Plan.

                    13.2  Plan Assets:  In the event of any merger or
          consolidation of the Plan with, or transfer in whole or in part
          of the assets and liabilities of the Trust Fund to another trust
          fund held under any other plan of deferred compensation
          maintained or to be established for the benefit of all or some of
          the Participants of the Plan, the assets of the Trust Fund
          applicable to such Participants shall be transferred to the other
          trust fund only if:

                    (a)  Each Participant would (if either the Plan or the
               other plan then terminated) receive a benefit immediately
               after the merger, consolidation or transfer which is equal
               to or greater than the benefit he would have been entitled
               to receive immediately before the merger, consolidation or
               transfer (if this Plan had then terminated);

                    (b)  Resolutions of the Board of Directors of the
               Corporation under this Plan, and of any new successor
               employer of the affected Participants, shall authorize such
               transfer of assets; and, in the case of the new or successor
               employer of the affected Participants, its resolutions shall
               include an assumption of liabilities with respect to such
               Participants' inclusion in the new employer's plan; and

                    (c)  Such other plan and trust are qualified under
               Sections 401(a) and 501(a) of the Code.












                                        -323-
<PAGE>

                    IN WITNESS WHEREOF, Kentucky Utilities Company has
          caused this instrument to be executed in its name by its Chairman
          of the Board, President and Chief Executive Officer and its
          Corporate Seal to be hereunto affixed, attested by its Secretary,
          on this  8th  day of November, 1996.

                                   KENTUCKY UTILITIES COMPANY


                                   By /s/ Michael R. Whitley
                                     Chairman of the Board, President and
                                     Chief Executive Officer



          [Corporate Seal]


          ATTEST:


          /s/ George S. Brooks II
                    Secretary









                                        -324-