SNET EXECUTIVE RETIREMENT SAVINGS PLAN
                                
             With amendments through January 1, 1998


















January 1998





                        TABLE OF CONTENTS
                                

SECTION 1.    PURPOSE                                           1

SECTION 2.    DEFINITIONS                                       1

SECTION 3.    FUNDING                                           2

SECTION 4.    ADMINISTRATION                                    3

SECTION 5.    CLAIMS PROCEDURE                                  3

SECTION 6.    MISCELLANEOUS                                     4

SECTION 7.    PLAN TERMINATION                                  4

SECTION 8.    SOURCE OF PAYMENTS                                4

SECTION 9.    UNFUNDED STATUS                                   5

SECTION 10.  CHANGE OF CONTROL                                  5

SECTION 11.  PLAN MODIFICATION                                  8


ARTICLE A.  EXECUTIVE RETIREMENT SAVINGS PROGRAM

SECTION 1.    PURPOSE OF ARTICLE A OF THIS PLAN                 9

SECTION 2.    ADDITIONAL DEFINITIONS APPLICABLE UNDER
              ARTICLE A                                         9

SECTION 3.    PARTICIPATION UNDER ARTICLE A                    10

SECTION 4.    RESTORATION ALLOCATION &
              INCENTIVE AWARD ALLOCATION                       10

SECTION 5.    PAYMENT OF EXECUTIVE RETIREMENT SAVINGS
              PLAN ACCOUNT                                     12


ARTICLE B.  EMPLOYEE RETIREMENT SAVINGS PROGRAM

SECTION 1.    PURPOSE OF ARTICLE B OF THIS PLAN                13

SECTION 2.    ADDITIONAL DEFINITIONS APPLICABLE UNDER
              ARTICLE B                                        13



ARTICLE B.  EMPLOYEE RETIREMENT SAVINGS PROGRAM (CONTINUED)

SECTION 3.    PARTICIPATION UNDER ARTICLE B                    14

SECTION 4.    RESTORATION ALLOCATION                           14

SECTION 5.    PAYMENT OF EMPLOYEE RETIREMENT SAVINGS
              PLAN ACCOUNT                                     15

             

             SNET EXECUTIVE RETIREMENT SAVINGS PLAN

                                

SECTION 1.     PURPOSE

     The purpose of the SNET Executive Retirement Savings

Plan (the "Plan") is to provide certain management and

highly compensated employees of Southern New England

Telecommunications Corporation (the "Corporation") (and its

subsidiaries which have determined, with the consent of the

Committee, to participate in this Plan), with certain

contributions that would have been provided to them under

the SNET Management Retirement Savings Plan (the "Savings

Plan") if pensionable compensation were not subject to the

limitation imposed by Section 401(a)(17) of the Code and,

certain executives with an additional contribution based on

the amount of Short Term Incentive Award deferred by them.

     The Plan is intended to constitute an "unfunded plan

for deferred compensation for a select group of management

or highly compensated employees for purposes of Title 1 of

ERISA.

     The Plan shall consist of two components: (1) Article A

which contains the program available for executive-level

employees; and (2) Article B which contains the program

available for management employees below the executive-

level.



SECTION 2.  DEFINITIONS

     When used herein with initial capital letters, each of

the following terms shall have the corresponding meaning set

forth below unless a different meaning is plainly required

by the context in which the term is used:

     "Beneficiary" shall have the meaning provided under

Article A or Article B of this Plan, as applicable.
     
                             1


     "Board" shall mean the Board of Directors of the

Company.

     "Code" shall mean the Internal Revenue Code of 1986, as

amended.

     "Committee" shall mean the Employees' Benefit Committee

under the SNET Management Retirement Savings Plan.

     "Company" shall mean The Southern New England Telephone

Company and, where applicable, the Board, a committee

thereof, or its authorized representatives.

     "Corporation" shall mean Southern New England

Telecommunications Corporation.

     "Deferral Plan" shall mean the SNET Incentive Award

Deferral Plan.

     "Employer" shall mean the Corporation and any other

company (or portion thereof) which is a Participating

Company in the Savings Plan.

     "ERISA" shall mean the Employee Retirement Income

Security Act of 1974 as it may be amended from time to time.

     "Participant" shall mean an employee of an Employer who

is eligible to participate in the Plan pursuant to Article A

or Article B, as applicable.

     "Plan Year" shall mean the calendar year.

     "Salary" shall have the same meaning as provided in the

Savings Plan but shall also include amounts disregarded

pursuant to Section 401(a)(17) of the Code.

     "Savings Plan" shall mean the SNET Management

Retirement Savings Plan.

SECTION 3.  FUNDING

     Amounts payable under this Plan shall be "unfunded," as

that term is used in Sections 201(2), 301(a)(3), 401(a)(1)

and 4021(a)(6) of ERISA with respect to unfunded plans

maintained primarily for the purpose of providing 

deferred compensation to a select group of management 

or highly compensated employees, and the Plan shall be 

administered in a manner that will ensure that amounts 

payable hereunder are unfunded and that Participants 


                             2


will not be considered to have received a taxable economic 

benefit prior to the time at which amounts are actually 

payable hereunder.  Accordingly, a Participant's Plan account 

shall be only a bookkeeping account, and no Employer shall 

be required to segregate or earmark any of its assets for 

the benefit of Participants or their spouses or other 

beneficiaries, with each such person having only a contractual 

right against the Employer for amounts payable hereunder.  The 

rights and interest of a Participant under this Plan shall not be

subject in any manner to anticipation, alienation, sale,

transfer, assignment, pledge or encumbrance by a Participant

or any person claiming under or through a Participant, nor

shall they be subject to the debts, contracts, liabilities

or torts of a Participant or anyone else prior to payment.

SECTION 4.  ADMINISTRATION

     The Plan Administrator as that term is defined under

ERISA is the Corporation and the Plan shall be operated

under the direction of the Corporation or its agents.  The

calculation of all amounts payable under the Plan shall be

performed by the Corporation or its agents, and such

calculations and the Corporation's or its agent's decisions

in all other matters involving the interpretation or

application of the Plan shall be final and binding on all

persons.

SECTION 5.  CLAIMS PROCEDURE

     All claims by a Participant, spouse or beneficiary for

amounts payable under this Plan shall be determined under

the claims procedure in effect under the Savings Plan

applicable to such person on the date that such claims are

submitted.  The person or entity authorized to determine

final claims appeals under the Savings Plan shall act for

the Corporation for the purpose of such claims

determination.

                             3


SECTION 6.  MISCELLANEOUS

     6.1  Plan Not an Employment Contract.  Neither the

adoption of the Plan by the Employer, nor any action of the

Employer or the Committee under the Plan, nor participation

in the Plan or failure to participate in the Plan by any

person, shall be held or construed to confer upon any person

any legal right to be continued as an employee of any

Employer.  All employees, regardless of whether they

participate in the Plan, shall be subject to discharge to

the same extent as they would have been if the Plan had

never been adopted.

     6.2  Headings.  Headings are included in the Plan for

convenience only and are not substantive provisions of the

Plan.

     6.3  Applicable Law.  The interpretation of the

provisions and the administration of the Plan shall be

governed by the laws of the State of Connecticut without

regard to principles of conflicts of laws, to the extent not

preempted by federal law.

SECTION 7.  PLAN TERMINATION

     The Board retains the right to terminate the Plan in

whole or in part, and each Participating Company retains the

right to withdraw from this Plan, at any time, for any

reason, with or without notice.  Unless the Participant

provides prior written consent, however, said withdrawal or

termination, as applicable, shall not affect the rights of

any Participant or Beneficiary to any benefit under the Plan

to which such person may have previously become entitled

prior to the effective date of the withdrawal or

termination.

SECTION 8.  SOURCE OF PAYMENTS

     Benefits arising under this Plan and all costs,

charges, and expenses relating thereto will be payable 

from SNET's general assets.  SNET may, however, establish 

a trust to pay such benefits and related expenses, 

provided such trust does not cause the Plan to be 

                             4


"funded" within the meaning of ERISA.  To the extent trust 

assets are available, they may be used to pay benefits arising 

under this Plan and

all costs, charges, and expenses relating thereto.  To the

extent that the funds held in the trust, if any, are

insufficient to pay such benefits, costs, charges and

expenses, SNET shall pay such benefits, costs, charges and

expenses from its general assets.

SECTION 9.  UNFUNDED STATUS

     The Plan at all times shall be entirely unfunded for

purposes of the Code and ERISA and no provision shall at any

time be made with respect to segregating any assets of a

Participating Company for payment of any benefits hereunder.

Funds that may be invested through a trust described in

Section VIII of the Plan shall continue for all purposes to

be part of the general assets of the Participating Company

which invested the funds.  The Plan constitutes a mere

promise by SNET and the Participating Companies to make

benefit payments, if any, in the future.  No Participant,

Beneficiary or any other person shall have any interest in

any particular assets of a Participating Company by reason

of the right to receive a benefit under the Plan and to the

extent the Participant, Beneficiary or any other person

acquires a right to receive benefits under this Plan, such

right shall be no greater than the right of any unsecured

general creditor of a Participating Company.

SECTION 10. CHANGE OF CONTROL

     Any provision of the Plan to the contrary

notwithstanding, in the event of a Change of Control (as

defined below), any benefit accrued as of the date of the

Change of Control, shall not be subject to forfeiture and

shall be paid in a single lump sum on the last day of the

month following the month in which the Change of Control

occurred for those Participants currently eligible to

receive a distribution, other than a hardship distribution,

under the Plan, and on the last day of the month following

the month in which the event occurs (e.g., termination of

                             5



employment, disability or death) giving rise to the

obligations of SNET or Participating Company to pay such

benefit for those Participants not currently eligible to

receive a distribution, other than a hardship distribution,

under the Plan.  For this purpose, the accrued benefit shall

be calculated based upon the provisions of the Plan in

effect immediately prior to the Change of Control and shall

not be adversely affected because of any subsequent events,

including, without limitation, termination or amendment of

the Plan or the Savings Plan or the Deferral Plan, or lack

of continued status.

     For purposes of this Section X, a Change of Control

shall mean:

     (A)  an acquisition by any individual, entity or group
     (within the meaning of Section 13(d)(3) or 14(d)(2) of
     the Securities Exchange Act of 1934, as amended (the
     "Exchange Act")) (a "Person") of beneficial ownership
     (within the meaning of Rule 13d-3 promulgated under the
     Exchange Act) of 20% or more of either (i) the then
     outstanding shares of common stock of the Corporation
     (the Outstanding Corporation Common Stock") or (ii) the
     combined voting power of the then outstanding voting
     securities of the Corporation entitled to vote
     generally in the election of directors (the
     "Outstanding Corporation Voting Securities");
     excluding, however, the following:  (1) any acquisition
     directly from the Corporation, other than an
     acquisition by virtue of the exercise of a conversion
     privilege unless the security being so converted was
     itself acquired directly from the Corporation, (2) any
     acquisition by the Corporation, (3) any acquisition by
     any employee benefit plan (or related trust)
     participated in by the Corporation or any corporation
     controlled by the Corporation or (4) any acquisition by
     any corporation pursuant to a reorganization, merger,
     consolidation or similar corporate transaction (in each
     case, a "Corporate Transaction"), if, pursuant to such
     Corporate Transaction, the conditions described in
     clauses (i), (ii), and (iii) of Paragraph (C) of this
     Section X are satisfied; or

     (B)  a change in the composition of the Board of
     Directors of the Corporation (the "Board") such that
     the individuals who, as of December 12, 1990,
     constitute the Board (the Board as of the above date
     shall be hereinafter referred to as the "Incumbent
     Board") cease for any reason to constitute at least a
     majority of the Board; provided, however, for purposes
     of this Section X, that any individual who becomes a
     member of the Board subsequent to the above date whose
     election, or nomination for election by the
     shareholders of the Corporation, was approved by a vote
     of at least a majority of those individuals who are
     member of the Board and who were also members of the
     Incumbent Board (or deemed to be such pursuant to this
     provision) shall be considered as though such
     individual were a member of the Incumbent Board, but,
     provided further, that any such individual whose
     initial assumption of office occurs as a result of
     either an actual or threatened election contest (as such 
     terms are used in Rule 14a-11 of Regulation 14A promulgated 
     under the Exchange Act) or other actual or threatened 
     
                             6
     
     
     
     solicitation of proxies or consents by or on
     behalf of a Person other than the Board shall not be so
     considered as a member of the Incumbent Board; or

     (C)  the approval by the shareholders of the
     Corporation of a Corporate Transaction or, if
     consummation of such Corporate Transaction is subject,
     at the time of such approval by shareholders, to the
     consent of any government or governmental agency, the
     obtaining of such consent (either explicitly or
     implicitly by consummation); excluding, however, such a
     Corporate Transaction pursuant to which (i) all or
     substantially all of the individuals and entities who
     are the beneficial owners, respectively, of the
     Outstanding Corporation Common Stock and Outstanding
     Corporation Voting Securities immediately prior to such
     Corporate Transaction will beneficially own, directly
     or indirectly, more than 60% of, respectively, the
     outstanding shares of common stock of the corporation
     resulting from such Corporate Transaction and the
     combined voting power of the outstanding voting
     securities of such corporation entitled to vote
     generally in the election of directors, in
     substantially the same proportions as their ownership,
     immediately prior to such Corporate Transaction, of the
     Outstanding Corporation Common Stock and Outstanding
     Corporation Voting Securities, as the case may be, (ii)
     no Person (other than the Corporation, any employee
     benefit plan (or related trust) participated in by the
     Corporation or such Corporation resulting form such
     Corporate Transaction and any Person beneficially
     owning, immediately prior to such Corporate
     Transaction, directly or indirectly, 20% or more of the
     outstanding shares of common stock of the corporation
     resulting from such Corporate Transaction or the
     combined voting power of the then outstanding voting
     securities of such corporation entitled to vote
     generally in the election of directors and (iii)
     individuals who were members of the Incumbent Board
     will constitute at least a majority of the members of
     the board of directors of the corporation resulting
     from such Corporate Transaction; or

     (D)  the approval by the shareholders of the
     Corporation of (i) a complete liquidation or
     dissolution of the Corporation or (ii) the sale or
     other disposition of all or substantially all of the
     assets of the Corporation; excluding, however, such a
     sale or other disposition to a corporation, with
     respect to which following such sale or other
     disposition, (1) more than 60% of, respectively, the
     then outstanding shares of common stock of such
     corporation and the combined voting power of the then
     outstanding voting securities of such corporation
     entitled to vote generally in the election of directors
     will be then beneficially owned, directly or
     indirectly, by all or substantially all of the
     individuals and entities who were the beneficial
     owners, respectively, of the Outstanding Corporation
     Common Stock and Outstanding Corporation Voting
     Securities immediately prior to such sale of other
     disposition in substantially the same proportion as
     their ownership, immediately prior to such sale or
     other disposition, of the Outstanding Corporation
     Common Stock and Outstanding Corporation Voting
     Securities, as the case may be, (2) no Person (other
     than the Corporation and any employee benefit plan (or
     related trust) participated in by the Corporation or
     such corporation and any Person beneficially owning,
     immediately prior to such sale or other disposition,
     directly or indirectly, 20% or more of the Outstanding
     Corporation Common Stock or Outstanding Corporation
     Voting Securities, as the case may be) will
     beneficially own, directly or indirectly, 20% or more
     for, respectively, the then outstanding shares of
     common stock of such corporation and the combined
     voting power of the then outstanding voting securities of 
     
                             7
     
     
     
     such corporation entitle to vote generally in the
     election of directors and (3) individuals who were
     members of the Incumbent Board will constitute at least
     a majority of the members of the board of directors  of
     such corporation.


SECTION 11.  PLAN MODIFICATION

     The Board may from time to time make changes in the

Plan.  In addition, the Senior Vice President-Organization

Development of the Corporation (or any successor to that

officer's responsibilities), with the concurrence of the

Senior Vice President and General Counsel of the Corporation

(or any successor to that officer's responsibilities), shall

be authorized to make minor or administrative changes to the

Plan, as well as changes dictated by the requirements of

federal or state statutes applicable to any Participating

Company or authorized or made desirable by such statutes.

Such changes shall not affect the rights of any Participant,

or Beneficiary, without the Participant's consent, to any

benefit under the Plan to which such person may have

previously become entitled under the terms of the Plan.

                             8

                                
                                
                                
        ARTICLE A.  EXECUTIVE RETIREMENT SAVINGS PROGRAM


SECTION 1.     PURPOSE OF ARTICLE A OF THIS PLAN


     The purpose of this Article A, the Executive Retirement

Savings Program,  is to provide certain highly compensated

employees with certain contributions that would have been

provided to them under the SNET Management Retirement

Savings Plan (the "Savings Plan") if pensionable

compensation were not subject to the limitation imposed by

Section 401(a)(17) of the Code and with an additional

contribution based on the amount of Short Term Incentive

Award deferred by them.

SECTION 2.     ADDITIONAL DEFINITIONS APPLICABLE UNDER ARTICLE A

     When used in this Article A with initial capital

letters, each of the following terms shall have the

corresponding meaning set forth below unless a different

meaning is plainly required by the context in which the term

is used:

     "Beneficiary" shall mean the person or persons entitled

to receive distributions under the Deferral Plan, or if the

Participant did not elect to participate in the Deferral

Plan, the Savings Plan, upon or after the death of a

Participant.

     "Executive Retirement Savings Plan Account" shall mean

the account provided for in Section 4 of this Article A.

     "Hardship" shall mean an unanticipated emergency that

is caused by an event beyond the control of the Participant

that would result in financial hardship for such Participant

if a distribution under the Plan were not permitted, as

determined by the person or entity designated under the Deferral 

Plan to make such determination in their sole discretion.  The 

                             9



person or entity so designated may require the 

Participant to submit whatever documentation the person

or entity deems appropriate to make such determination of

Hardship.

     "Incentive Award Allocation" shall mean allocations to

a Participant's Executive Retirement Savings Plan Account,

based on the amount of Short Term Incentive Award that is

deferred, as described in Section 3 of this Article A.

     "Savings Plan Restoration Allocation" shall mean

allocations to a Participant's Executive Retirement Savings

Plan Account, based on potential matching contributions to

the Savings Plan, as described in Section 4 of this Article A.

SECTION 3.      PARTICIPATION UNDER ARTICLE A

     Effective January 1, 1994, each employee of an Employer

who is eligible to participate in the Deferral Plan and

whose compensation from the Employer exceeds the limitations

of Section 401(a)(17) of the Code and whose matching

contributions by an Employer under the Savings Plan are

limited on account of such limitations shall be a

Participant in the Plan as of April 1 of the Plan Year

following a Plan Year in which such limitations occur,

provided such executive is on the active payroll or an

approved leave of absence as of that date.  Each executive

participating in the SNET Incentive Award Deferral Plan

shall be a Participant in the Plan upon the granting of an

award payment and the election of such Participant to defer

receipt of such award under such Plan, provided such

executive is on the active payroll or an approved leave of

absence as of the date any such award is granted.

SECTION 4. RESTORATION ALLOCATION AND INCENTIVE AWARD ALLOCATION

     4.1  Benefits under this Plan shall consist of two

components, one based on potential matching contributions

and the other on deferred Short Term Incentive Awards.  For

each Participant who, for a Plan Year, has made pre-tax

contributions to the Savings Plan in an amount equal to the

limitation under Section 402(g) of the Code or the maximum pre-tax 

                             10


contributions permitted under the terms of the Savings Plan, 

a Savings Plan Restoration Allocation shall be credited 

to the Participant's Executive Retirement Savings

Plan Account for each Plan Year, as of the end of the Plan

Year.  The Savings Plan Restoration Allocation shall be the

amount of additional matching contributions that would have

been made by the Employer to the Savings Plan on behalf of

the Participant had the limitations of Section 401(a)(17) of

the Code not been applicable in calculating such matching

contributions.  In determining this amount, the amount of

the Participant's deferral of their Short Term Incentive

Award under the Deferral Plan shall be added to the amount

contributed by the Participant to the Savings Plan to the

extent that the Participant was foreclosed from contributing

6% of their salary to the Savings Plan due to the limits

imposed under Section 402(g) of the Code.  Such allocation

shall be credited as of the first day of April of the Plan

Year following the Plan Year for which such matching

contributions would have been made to the Savings Plan but

for the limitations of Sections 401(a)(17) and 402(g) of the

Code.

     The second component shall consist of an Incentive

Award Allocation to be made to the Participant's Executive

Retirement Savings Plan Account equal to the amount that

would have been made as a matching contribution to the

Savings Plan had (i) the executive's deferred Short Term

Incentive Award been contributed to the Savings Plan, (ii)

the limitations of Section 401(a)(17) of the Code not been

applicable, (iii) the definition of Salary under the Savings

Plan been limited to the Participant's Short Term Incentive

Award, and (iv) matching contributions pursuant to the ESOP

portion of the Savings Plan not been made.  Such allocation

shall be credited when the Short Term Incentive Award is

granted.

     In addition, the Secretary of the Committee with the

advice of legal counsel, may provide for an additional

amount to be credited to a Participant's Savings Plan

Restoration Allocation account if the Secretary determines

that the additional credit is appropriate, due to 

                             11


the impact of administrative actions undertaken to insure 

compliance with applicable law, provided that the total of the 

amount credited by the Secretary hereunder shall not exceed 4% 

of the Participant's Salary for the Plan Year for which the

credit is given.

     4.2  Interest shall be credited on each Participant's

Executive Retirement Savings Plan Account, in accordance

with the interest crediting provisions of the Deferral Plan.

SECTION 5.  PAYMENT OF EXECUTIVE RETIREMENT SAVINGS PLAN ACCOUNT

     The amount credited to a Participant's Executive

Retirement Savings Plan Account, to the extent vested, shall

be paid to the Participant, or to the Participant's

Beneficiary in the event of death, in accordance with the

distribution provisions of the Deferral Plan when the

Participant ceases to be employed by any Employer due to the

Participant's retirement, termination of employment, death

or a Change in Control.  A Participant may also receive a

distribution of his benefits under the Plan, while still

employed by any Employer, in the case of a Hardship, to the

extent of the amount necessary to meet such Hardship.  A

Participant shall be vested in the amounts credited to an

Executive Retirement Savings Plan Account to the same extent

as the Participant is vested in amounts attributable to

Employer matching contributions to the Savings Plan.

                             12   
                                
                                
         ARTICLE B.  EMPLOYEE RETIREMENT SAVINGS PROGRAM


SECTION 1.     PURPOSE OF ARTICLE B OF THIS PLAN

     The purpose of this Article B, the Employee Retirement

Savings Program, is to provide certain highly compensated

employees with certain contributions that would have been

provided to them under the SNET Management Retirement

Savings Plan (the "Savings Plan") if pensionable

compensation were not subject to the limitation imposed by

Section 401(a)(17) of the Code.

SECTION 2.  ADDITIONAL DEFINITIONS APPLICABLE UNDER ARTICLE B

     When used in this Article B with initial capital

letters, each of the following terms shall have the

corresponding meaning set forth below unless a different

meaning is plainly required by the context in which the term

is used:

     "Beneficiary" shall mean the person or persons entitled

to receive distributions under the Savings Plan upon or

after the death of a Participant.

     "Employee Retirement Savings Plan Account" shall mean

the account provided for in Section 4 of this Article B.

     "Hardship" shall mean an unanticipated emergency that

is caused by an event beyond the control of the Participant

that would result in financial hardship for such Participant

if a distribution under the Plan were not permitted, as

determined by the person or entity designated under the

Savings Plan to make such determination in their sole

discretion.  The person or entity so designated may require

the Participant to submit whatever documentation the person

or entity deems appropriate to make such determination of

Hardship.

                             13


     "Savings Plan Restoration Allocation" shall mean

allocations to a Participant's Employee Retirement Savings

Plan Account, based on potential matching contributions to

the Savings Plan, as described in Section 4 of this Article B.

SECTION 3. PARTICIPATION UNDER ARTICLE B

     Effective March 13, 1996, each employee of an Employer

who is not eligible to participate in the Deferral Plan and

whose compensation from the Employer exceeds the limitations

of Section 401(a)(17) of the Code and whose matching

contributions by an Employer under the Savings Plan are

limited on account of such limitations shall be a

participant in the Plan as of April 1 of the Plan Year

following a Plan Year in which such limitations occur,

provided such employee is on the active payroll or on an

approved leave of absence as of that date.

SECTION 4.     RESTORATION ALLOCATION

     4.1  For each Participant who, for a Plan Year, has

made pre-tax contributions to the Savings Plan in an amount

equal to the limitation under Section 402(g) of the Code or

the maximum pre-tax contributions permitted under the terms

of the Savings Plan, a Savings Plan Restoration Allocation

shall be credited to the Participant's Employee Retirement

Savings Plan Account for each Plan Year, as of the end of

the Plan Year.  The Savings Plan Restoration Allocation

shall be the amount of additional matching contributions

that would have been made by the Employer to the Savings

Plan on behalf of the Participant had the limitations of

Section 401(a)(17) of the Code not been applicable in

calculating such matching contributions. Such allocation

shall be credited as of the first day of April of the Plan

Year following the Plan Year for which such matching

contributions would have been made to the Savings Plan but

for the limitations of Sections 401(a)(17) and 402(g) of the

Code.

                             14



     In addition, the Secretary of the Committee with the

advice of legal counsel, may provide for an additional

amount to be credited to a Participant's Savings Plan

Restoration Allocation account if the Secretary determines

that the additional credit is appropriate due to the impact

of administrative actions undertaken to insure compliance

with applicable law, provided that the total of the amount

credited by the Secretary hereunder shall not exceed 4% of

the Participant's Salary for the Plan Year for which the

credit is given.

     4.2  Interest shall be credited on each Participant's

Employee Retirement Savings Plan Account, in accordance with

the interest crediting provisions of the Deferral Plan.

SECTION 5.     PAYMENT OF EMPLOYEE RETIREMENT SAVINGS PLAN ACCOUNT

     The amount credited to a Participant's Employee

Retirement Savings Plan Account, to the extent vested, shall

be paid to the Participant, or to the Participant's

Beneficiary in the event of death, as soon as

administratively practicable following the month in which

the Participant ceases to be employed by any Employer due to

the Participant's retirement, termination of employment,

death or a Change in Control.  A Participant may also

receive a distribution of his benefits under the Plan, while

still employed by any Employer, in the case of a Hardship,

to the extent of the amount necessary to meet such Hardship.

A Participant shall be vested in the amounts credited to an

Employee Retirement Savings Plan Account to the same extent

as the Participant is vested in amounts attributable to

Employer matching contributions to the Savings Plan.

                             15