Exhibit 10.17 - Amendment to Future Investment Trust

                     BURR-BROWN CORPORATION
                    FUTURE INVESTMENT TRUST


Originally Effective January 1, 1966
Most Recent Restatement Effective January 1, 1987


This document also contains changes requested by the IRS
in their letters dated April 15th and May 29th of 1996, as part
of the determination letter process.
                       TABLE OF CONTENTS

                                                             Page

ARTICLE I DEFINITIONS                                           2
          1.1                                           "Account"       2
          1.2                                   "Accrued Benefit"       2
          1.3                               "Accumulated Profits"       2
          1.4                                               "Act"       2
          1.5                                "Affiliated Company"       2
          1.6                                       "Beneficiary"       2
          1.7                                             "Board"       2
          1.8                                              "Code"       3
          1.9                                         "Committee"       3
          1.10                                          "Company"       3
          1.11                   "Company Matching Contributions"       3
          1.12           "Company Matching Contributions Account"       3
          1.13             "Company Profit Sharing Contributions"       3
          1.14     "Company Profit Sharing Contributions Account"       3
          1.15                                    "Company Stock"       3
          1.16                                     "Compensation"       3
          1.17                                  "Current Profits"       4
          1.18                                  "Direct Rollover"       4
          1.19                                      "Distributee"       4
          1.20                                   "Effective Date"       5
          1.21                   "Eligibility Computation Period"       5
          1.22                                "Eligible Earnings"       5
          1.23                                "Eligible Employee"       6
          1.24                         "Eligible Retirement Plan"       6
          1.25                   "Eligible Rollover Distribution"       7
          1.26                                         "Employee"       7
          1.27                  "Employee Deferral Contributions"       7
          1.28          "Employee Deferral Contributions Account"       7
          1.29                               "Financial Hardship"       7
          1.30                          "Five Percent (5%) Owner"       7
          1.31                                  "Hour of Service"       8
          1.32                               "Investment Manager"       8
          1.33                      "1986 Profit Sharing Account"       9
          1.34                            "Normal Retirement Age"       9
          1.35                           "Normal Retirement Date"       9
          1.36                                      "Participant"       9
          1.37                              "Period of Severance"       9
          1.38                                             "Plan"       9
          1.39                               "Plan Administrator"       9
          1.40                                        "Plan Year"       9
          1.41                                 "Rollover Account"       9
          1.42                            "Rollover Contribution"       9
          1.43                                          "Service"       9
          1.44                                   "Severance Date"       9
          1.45                                           "Spouse"       9
          1.46                              "Stock Bonus Account"      10
          1.47                                   "Top Paid Group"      10
          1.48                                 "Total Disability"      10
          1.49                               "Total Distribution"      10
          1.50                                  "Trust Agreement"      10
          1.51                                          "Trustee"      10
          1.52                                   "Valuation Date"      11
          1.53           "Variable Income Investment Sub-Account"      11
          1.54                                  "Vesting Service"      11
          1.55                                   Additional Terms      12

ARTICLE II SERVICE DEFINITIONS                                 13
          2.1                                     Hour of Service      13
          2.2                                             Service      13
          2.3                                      Severance Date      14
          2.4                                 Period of Severance      15
          2.5                                     Vesting Service      15

ARTICLE III EMPLOYEES ENTITLED TO PARTICIPATE                  17
          3.1                          Eligibility to Participate      17
          3.2Election to Participate in Employee Deferral Contributions
                                                  Portion of Plan      17
          3.3                                    Leased Employees      17
          3.4                                  Effect of Rehiring      18

ARTICLE IV CONTRIBUTIONS                                       19
          4.1                     Employee Deferral Contributions      19
          4.2                       Changes in Contribution Rates      19
          4.3                         Suspension of Contributions      19
          4.4                      Company Matching Contributions      19
          4.5                        Profit Sharing Contributions      20
          4.6                              Rollover Contributions      20
          4.7General Limitations on Company and Employee Deferral
                                                    Contributions      20
          4.8                                 Special Definitions      20
          4.9                       Limitation on Annual Addition      23
          4.10                                    Remedial Action      23
          4.11                        Reallocation of Forfeitures      24
          4.12   Time Period for Payment of Company Contributions      24

ARTICLE V SPECIAL RULES GOVERNING EMPLOYEE DEFERRAL
     CONTRIBUTIONS AND COMPANY MATCHING CONTRIBUTIONS          26
          5.1Limitations on Employee Deferral Contributions of Highly
                                            Compensated Employees      26
          5.2                               Excess Contributions.      27
          5.3Limitations on Allocation of Matching Contributions to
                         Accounts of Highly Compensated Employees      29
          5.4                               Aggregate Limitations      32
          5.5                                     Remedial Action      33
          5.6      Limitations on Employee Deferral Contributions      34

ARTICLE VI SPECIAL PROVISIONS FOR STOCK BONUS ACCOUNTS         36
          6.1       Special Requirements for Stock Bonus Accounts      36
          6.2                             Put Option Requirements      37
          6.3                 Reinvestment of Stock Bonus Account      37

ARTICLE VII INVESTMENT FUNDS AND INVESTMENT OF CONTRIBUTIONS   39
          7.1                                    Investment Funds      39
          7.2                                Investment Elections      39
          7.3                     Changes in Investment Elections      39
          7.4                             Transfers Between Funds      39
          7.5                            Restrictions on Insiders      39

ARTICLE VIII INDIVIDUAL ACCOUNTS                               41
          8.1                           Accounts for Participants      41
          8.2                               Valuation of Accounts      41
          8.3                                   Rollover Accounts      42

ARTICLE IX VESTING                                             43
          9.1Vesting in the Employee Deferral Contributions Account, the
           1986 Profit Sharing Account, the Stock Bonus Account and
                                             the Rollover Account      43
          9.2Vesting in Company Matching Contributions Account and the
                     Company Profit Sharing Contributions Account      43
          9.3Determination of Vested Interest in the Company Profit
              Sharing Contributions Account and Company Matching
           Contributions Account in the Event of a Severance Date      43
          9.4                           Restoration of Forfeiture      44
          9.5                      Amendments to Vesting Schedule      44

ARTICLE X WITHDRAWALS DURING EMPLOYMENT                        45
          10.1                             In-Service Withdrawals      45
          10.2                                   Withdrawal Rules      45
          10.3       Withdrawal of Company Matching Contributions      46

ARTICLE XI DISTRIBUTION UPON TERMINATION OF EMPLOYMENT         47
          11.1                                              Death      47
          11.2            Payments Upon Termination of Employment      47
          11.3                  Forfeiture of Non-vested Benefits      47
          11.4                           Timing of Distributions.      48
          11.5Forms and Timing of Distributions from Stock Bonus Account    49
          11.6Participant Payment Election Regarding Stock Bonus Transfer
                                                          Account      50
          11.7                         Unclaimed Amounts; Notices      51
          11.8                                   Direct Rollovers      51

ARTICLE XII LOANS                                              52
          12.1                                  Loan Applications      52
          12.2                                         Loan Terms      52
          12.3                                      Offset Rights      53
          12.4                             Liquidation of Account      54
          12.5                               Earmarked Investment      54

ARTICLE XIII FIDUCIARY                                         55
          13.1                                 Plan Administrator      55
          13.2                                    Named Fiduciary      55
          13.3                             Employment of Advisors      55
          13.4                      Multiple Fiduciary Capacities      55
          13.5                                    Indemnification      55

ARTICLE XIV ADMINISTRATION                                     56
          14.1                                      The Committee      56
          14.2                 Powers and Duties of the Committee      56
          14.3      Delegation of Responsibility by the Committee      57
          14.4         Investment Direction by Plan Administrator      57
          14.5                             The Investment Manager      57
          14.6                           Appointment of a Trustee      58
          14.7                                     Funding Policy      58
          14.8    Compensation of Investment Manager and Trustees      58
          14.9                        Facility of Benefit Payment      58
          14.10                                Claims and Appeals      59

ARTICLE XV RIGHTS OF PARTICIPANTS                              61
          15.1              Limitations on Rights of Participants      61
          15.2Prohibition Against Assignment or Alienation of Benefits      61

ARTICLE XVI AMENDMENT OF THE PLAN                              62
          16.1                              Amendment of the Plan      62

ARTICLE XVII TERMINATION OF THE PLAN                           63
          17.1                            Termination of the Plan      63
          17.2                           Effect of Discontinuance      63
          17.3                              Effect of Termination      63
          17.4                          Plan Transfers or Mergers      64
          17.5                                  Corporate Changes      64
          17.6               Determination of Partial Termination      64

ARTICLE XVIII TOP-HEAVY PLAN PROVISIONS                        65
          18.1                                        Definitions      65
          18.2                                   Top-Heavy Status      68
          18.3                                      General Rules      68
          18.4                                 Vesting Provisions      68
          18.5                    Minimum Contribution Provisions      69
          18.6                              Coordination of Plans      70
          18.7                        Limitation of Contributions      70

ARTICLE XIX QUALIFIED DOMESTIC RELATIONS ORDERS                71
          19.1                                        Definitions      71
          19.2                                       Notification      72
          19.3                                         Procedures      72
          19.4                                            Payment      72

ARTICLE XX MISCELLANEOUS PROVISIONS                            74
          20.1                                Plan Interpretation      74
          20.2                   Consents by Board and Committees      74
          20.3                            Return of Contributions      74
          20.4                                      Plan Expenses      75
          20.5                                     Applicable Law      75
          20.6                                           Headings      75

ADDENDUM  SPECIAL TERMINATION PROVISIONS                       76

                     BURR-BROWN CORPORATION

                    FUTURE INVESTMENT TRUST

                          INTRODUCTION


           Effective  as  of  January  1,  1966,  the  Burr-Brown
Corporation  Future Investment Trust (the "Plan") was implemented
by   the   BURR-BROWN  CORPORATION  (the  "Company")  to  provide
retirement benefits to United States based Employees.   Effective
as  of January 1, 1987, the Plan was amended and restated in  its
entirety  to  incorporate the changes in applicable federal  law.
The  Plan  was  amended  on several occasions  thereafter.   This
Restatement  of the Plan, effective as of January 1, 1987  except
as otherwise noted, is intended to bring the Plan into compliance
with  current  laws, including The Tax Reform Act  of  1986,  The
Omnibus  Budget  Reconciliation Act of 1987,  the  Technical  and
Miscellaneous   Revenue   Act  of  1988,   the   Omnibus   Budget
Reconciliation   Act  of  1989,  the  Unemployment   Compensation
Amendments of 1992 and the Omnibus Budget Reconciliation  Act  of
1993.

           The primary purpose of the Plan as hereby amended  and
restated  is to enable participating employees of the Company  to
accumulate  retirement  savings  on  a  pre-tax  basis   and   to
accumulate   capital   for   their  future   economic   security.
Consequently,  participating employees  may  from  time  to  time
receive  a profit sharing contribution, if the Company determines
there  to  be  sufficient profitability, will be  able  to  defer
compensation  under the Plan pursuant to Section  401(k)  of  the
Internal  Revenue  Code and will receive a matching  contribution
out  of  Company  profits.  The allocations from  profit  sharing
contributions,  the employee pre-tax contributions  and  matching
contributions will be invested as participating employees  direct
within  the  scope of the investments available under  the  Plan.
The  Plan will also continue to hold the Company stock which  was
previously  held in the Burr-Brown Corporation Stock  Bonus  Plan
and  was transferred to the Plan when the Stock Bonus Plan merged
into this Plan effective as of July 1, 1989.

           This  document also contains changes requested by  the
IRS in April and May of 1996, as part of the determination letter
process.

           The  Plan, as hereby amended and restated, is intended
to  constitute  a qualified profit sharing plan which  meets  the
requirements  of  Sections  401(a),  401(k)  and  501(a)  of  the
Internal Revenue Code.
                           ARTICLE I

                          DEFINITIONS

           Definitions.   When used in this Plan,  the  following
terms  shall have the meanings set forth below unless a different
meaning is plainly required by the context:

           I.1   "Account"  shall  mean a Participant's  Employee
Deferral  Contributions  Account, Company Matching  Contributions
Account,  Company Profit Sharing Contributions Account, the  1986
Profit Sharing Account, the Stock Bonus Account, the Stock  Bonus
Transfer  Account maintained under Section 6.3 and  the  Rollover
Account  as  described in Section 8.3  All  references  to  Stock
Bonus  Accounts under Article VI and Section 11.5 shall be deemed
to  include  a  reference  to any Stock  Bonus  Transfer  Account
maintained  for  the Participant pursuant to  the  provisions  of
Section 6.3, to the extent that particular Account is at the time
credited  with  shares of Company Stock.   Where  more  than  one
Account  of  any  type has been established for a Participant  or
Beneficiary, reference to "Account" shall include each Account of
that  type,  except where the context clearly  indicates  to  the
contrary.

           I.2   "Accrued Benefit" shall mean the  balance  in  a
Participant's Accounts.

           I.3   "Accumulated  Profits" shall mean  the  retained
earnings  of  the  Company as reported on its  audited  financial
statements.

           I.4   "Act" shall mean the Employee Retirement  Income
Security Act of 1974, as may be amended from time to time.

           I.5   "Affiliated Company" shall mean (a) the Company,
(b) any other corporation which is a member of a controlled group
of  corporations  which includes the Company,  as  determined  in
accordance with the ownership rules of Section 1563 of the  Code,
without  regard,  however, to subsection (a)(4) or  (e)(3)(C)  of
such  Section 1563, (c) any other employer entity which is  under
common control with the Company, as determined in accordance with
Regulations  issued under Section 414(c) of  the  Code,  (d)  any
affiliated service group, as determined under Section  414(m)  of
the  Code, or (e) any other entity required to be aggregated with
the  Company pursuant to Regulations issued under Section  414(o)
of  the  Code.   For purposes of the limitation on  benefits  set
forth  in  Article IV, the determination of whether a corporation
is an Affiliated Company will be made only after substituting the
phrase  "more than fifty percent (50%)" for the phrase "at  least
eighty  percent  (80%)" each place the latter phrase  appears  in
Section 1563(a)(1) of the Code.

           I.6  "Beneficiary" shall mean any individual, trust or
other  recipient  named  by  a Participant  to  receive  benefits
payable  hereunder upon his death.  In the case of a  Participant
who   has  a  Spouse,  such  Spouse  must  be  the  Participant's
Beneficiary  hereunder, except as may otherwise  be  provided  in
Section 11.1.

          I.7  "Board" shall mean the board of directors of Burr-
Brown Corporation.

           I.8   "Code" shall mean the Internal Revenue  Code  of
1986, as amended from time to time.

           I.9  "Committee" shall mean the committee appointed by
the  Board pursuant to Section 14.1 which shall have such  duties
and  responsibilities as are specifically allocated to  it  under
Article XIV.

           I.10 "Company" shall mean Burr-Brown Corporation,  and
each  successor in interest to the Company resulting from merger,
consolidation,  or transfer of substantially all  of  its  assets
which shall by appropriate action adopt the Plan.

           I.11  "Company Matching Contributions" shall mean  the
Company contributions described in Section 4.4.

           I.12  "Company  Matching Contributions Account"  shall
mean  the  record  of money and assets derived from  the  Company
Matching  Contributions as described in Section 4.4 and  held  by
the  Trustee  for  the  benefit of a Participant  or  Beneficiary
pursuant to the provisions of the Plan.

           I.13 "Company Profit Sharing Contributions" shall mean
the Company contributions described in Section 4.5.

           I.14  "Company  Profit Sharing Contributions  Account"
shall  mean  the record of money and assets derived from  Company
Profit Sharing Contributions described in Section 4.5 and held by
the  Trustee  for  the  benefit of a Participant  or  Beneficiary
pursuant to the provisions of the Plan.

           I.15 "Company Stock" shall mean common stock issued by
Burr-Brown Corporation, as described in Section 6.1.

           I.16  "Compensation"  shall  mean:   (1)  all  current
compensation, wages and earnings paid to a Participant during the
Plan  Year,  whether in cash or property, for services  performed
while  an  Employee,  but only to the extent  such  compensation,
wages and earnings constitute wages within the meaning of Section
3401(a)  of  the Code which are reportable on Form W-2  or  other
compensation  for  which  the Participant  must  be  furnished  a
written  statement  under Section 6041(d) or  6051(a)(3)  of  the
Code,  plus (2) any Employee Deferral Contributions made  on  the
Participant's behalf under this Plan, and (3) any other  elective
pre-tax  contributions made on the Participant's behalf  pursuant
to salary deferral or reduction arrangements maintained by one or
more Affiliated Companies under Sections 125, 401(k), 408(k)  and
403(b)  of the Code.  Not more than Two Hundred Thousand  Dollars
($200,000.00)  of  Compensation shall be taken into  account  per
Employee for any Plan Year beginning after December 31, 1988  and
before  January  1,  1994, subject to cost-of-living  adjustments
authorized  from time to time by the Secretary.  In  addition  to
any  other  applicable  limitations set forth  in  the  Plan  and
notwithstanding any other provisions of the Plan to the contrary,
for  Plan Years beginning on or after January 1, 1994, the annual
dollar  amount of Compensation taken into account under the  Plan
per  Employee shall not exceed One Hundred Fifty Thousand Dollars
($150,000.00), as adjusted from time to time for increases in the
cost-of-living  in accordance with Section 401(a)(17)(B)  of  the
Code.   The  cost-of-living adjustment in effect for  a  calendar
year shall apply to any period (not exceeding twelve (12) months)
over  which  Compensation is to be determined (the "determination
period")   beginning   in  such  calendar   year.    Should   the
determination  period consist of less than  twelve  (12)  months,
then  the  annual  Compensation limit shall be  multiplied  by  a
fraction, the numerator of which is the number of months  in  the
determination period and the denominator of which is twelve (12).
For  Plan  Years  beginning  on or after  January  1,  1994,  any
reference  in the Plan to the limitation under Section 401(a)(17)
of  the  Code shall mean the annual Compensation limit set  forth
above.

           Compensation shall be relevant for certain  designated
purposes  under  the  Plan.  Included among  such  purposes  are:
(1)  the  identification  of  Highly  Compensated  Employees  and
(2)   the   determination  of  whether  the   Employee   Deferral
Contributions, Company Matching Contributions and Company  Profit
Sharing  Contributions under the Plan discriminate  in  favor  of
such  Highly  Compensated  Employees.  The  following  additional
rules  shall be applicable in determining Compensation for  these
subparagraphs (1) and (2) specified purposes:

                (a)   Each  Highly Compensated  Employee  who  is
either  a  Five Percent (5%) Owner or among the ten (10) highest-
paid  individuals  on  the basis of his own  Compensation  shall,
together  with his spouse, any lineal ascendant or descendant  of
such  Employee  and  the  spouses of such  lineal  ascendants  or
descendants, be treated as a single Employee under the Plan,  and
the  Compensation  of such single Employee  shall  be  deemed  to
include the Compensation of such Highly Compensated Employee  and
his  spouse, any lineal ascendant or descendant of such  Employee
and the spouses of lineal ascendants or descendants.

                (b)   In  applying the annual Compensation  limit
above,  any  Highly Compensated Employee who  is  either  a  Five
Percent (5%) Owner or among the ten (10) highest-paid individuals
on  the  basis of his own Compensation shall, together  with  his
spouse  and  any  lineal descendants who have  not  attained  age
nineteen  (19)  by  the close of the Plan Year  in  question,  be
treated as a single Employee under the Plan.

          I.17 "Current Profits" shall mean the consolidated pre-
tax profit reported on the Company's audited income statement for
its  current fiscal year, determined in accordance with generally
accepted  accounting principles and methods consistently applied,
prior  to any reduction for Company Matching Contributions  under
Section  4.4  and  Company  Profit  Sharing  Contributions  under
Section 4.5.

          I.18 "Direct Rollover" shall mean a payment by the Plan
to the Eligible Retirement Plan specified by the Distributee.

           I.19  "Distributee" shall mean an Employee  or  former
Employee.   In  addition,  the Employee's  or  former  Employee's
surviving  spouse and the Employee's or former Employee's  spouse
or  former  spouse who is the alternate payee under  a  qualified
domestic  relations order, as defined in Section  414(p)  of  the
Code,  are Distributees with regard to the interest of the spouse
or former spouse.

           I.20  "Effective  Date" shall mean  January  1,  1987,
except as otherwise provided herein.

           I.21  "Eligibility Computation Period" shall mean  the
twelve (12) consecutive month period beginning on the first  date
on  which the Employee is credited with an Hour of Service and on
each succeeding anniversary thereof.

           I.22  "Eligible Earnings" shall mean (1) all  payments
made  to  any  Eligible  Employee for services  rendered  to  the
Company,  including bonuses, overtime pay, commissions,  (2)  the
Employee  Deferral Contributions made on behalf of such  Eligible
Employee   for   the   Plan  Year,  (3)  any   elective   pre-tax
contributions made on such Eligible Employee's behalf during  the
Plan  Year  pursuant to salary deferral or reduction arrangements
maintained by an Affiliated Company under Section 125  or  408(k)
of  the  Code,  and  (4)  any  special  bonus  or  incentive-type
payments.   In  no  event, however, shall more than  Two  Hundred
Thousand Dollars ($200,000.00) of Eligible Earnings be taken into
account  per Employee for any Plan Year beginning after  December
31,  1988  and  before  January 1, 1994,  or  One  Hundred  Fifty
Thousand  Dollars ($150,000.00) for Plan Years  beginning  on  or
after  January  1,  1994,  as adjusted  from  time  to  time  for
increases  in  the  cost-of-living  in  accordance  with  Section
401(a)(17) of the Code.

                Eligible  Earnings  shall  not  include  (1)  any
remuneration  paid  to  the  Employee prior  to  such  Employee's
commencement  of  participation in  this  Plan,  (2)  any  salary
continuation payments made to an individual no longer  in  active
Employee  status, when such individual is not expected to  resume
active   Employee  status  following  the  end  of   the   salary
continuation  period, (3) any remuneration paid in  the  form  of
reimbursed  moving  and  relocation  expenses  or  home  mortgage
differential  payments  or any income  reportable  by  reason  of
automobile   allowances  provided  by  one  or  more   Affiliated
Companies, (4) any income realized upon exercise of non-qualified
stock   options  or  upon  disqualifying  dispositions  of  stock
acquired under incentive stock options, (5) any income recognized
by  the Employee under Section 79 of the Code by reason of group-
term  life insurance coverage in excess of Fifty Thousand Dollars
($50,000.00), or (6) any Affiliated Company contributions  (other
than   the  elective  pre-tax  contributions  described  in   the
preceding  paragraph) made to any pension, profit sharing,  stock
bonus,  group  insurance or other employee welfare  plan  now  or
hereafter adopted.

               The following additional rules shall be applicable
in determining an individual's Eligible Earnings under the Plan:

           (a)  Each Highly Compensated Employee who is either  a
Five  Percent  (5%)  Owner  or among the  ten  (10)  highest-paid
individuals  on  the basis of Compensation (as  determined  under
Section  1.17)  shall, together with his spouse  and  any  lineal
descendants who have not attained age nineteen (19) by the  close
of  the  Plan  Year in question, be treated as a single  Employee
unit  under  the Plan, and the Eligible Earnings of  such  single
Employee unit shall be deemed to include the Eligible Earnings of
such  Highly  Compensated  Employee and  his  spouse  and  lineal
descendants who have not attained age nineteen (19) by the  close
of such Plan Year.

           (b)   Not  more  than  Two  Hundred  Thousand  Dollars
($200,000.00)  of Eligible Earnings shall be taken  into  account
per  Employee for any Plan Year beginning after December 31, 1988
and before January 1, 1994, subject to cost-of-living adjustments
authorized  from time to time by the Secretary.  In  addition  to
any  other  applicable  limitations set forth  in  the  Plan  and
notwithstanding any other provisions of the Plan to the contrary,
for  Plan Years beginning on or after January 1, 1994, the annual
dollar  amount of Eligible Earnings taken into account under  the
Plan  per Employee shall not exceed the limitation under  Section
401(a)(17) of the Code.

           (c)   The Eligible Earnings determined for any  single
Employee  unit pursuant to subparagraphs (a) and (b) above  shall
be  applied  in  the calculation of (i) the aggregate  amount  of
Employee  Deferral Contributions (expressed as  a  percentage  of
such  Eligible Earnings) which the members of such Employee  unit
may  elect to be made on their behalf under the Plan and (ii) the
aggregate  amount of Company Matching Contributions  and  Company
Profit  Sharing Contributions which are to be allocated  to  such
members  in accordance with Sections 4.4 and 4.5.  The  aggregate
amount  so  calculated for each subparagraph (i)  and  (ii)  item
shall  be  allocated among the members of the  Employee  unit  in
proportion  to  their share of the Eligible Earnings  taken  into
account  for  that  unit.  Each member's share of  such  Eligible
Earnings  shall be in direct proportion to the dollar  amount  of
his  individual  Eligible Earnings prior  to  imposition  of  the
subparagraph (b) limitation above.

           I.23  "Eligible Employee" shall mean  each  and  every
Employee  of the Company.  However, there shall be excluded  from
the class of Eligible Employees for all purposes under the Plan:

                (a)   any Employee whose terms and conditions  of
employment   are   established  under  a  collective   bargaining
agreement  pursuant to which retirement benefits  have  been  the
subject of good-faith bargaining;

               (b)  any Employee who is a non-resident alien with
no  earned  income (within the meaning of Section 911(b)  of  the
Code)  from  the  Company which constitutes income  from  sources
within the United States (within the meaning of Section 861(a)(3)
of the Code);

                (c)   any Employee who has separated from  active
employment with the Company by reason of Total Disability.

            I.24   "Eligible  Retirement  Plan"  shall  mean   an
individual retirement account described in Section 408(a) of  the
Code,  or  a qualified trust described in Section 401(a)  of  the
Code,   that   accepts   the  Distributee's   Eligible   Rollover
Distribution.   However,  in the case  of  an  Eligible  Rollover
Distribution  to a surviving spouse, an Eligible Retirement  Plan
is  an  individual  retirement account or  individual  retirement
annuity.

           I.25  "Eligible Rollover Distribution" shall mean  any
distribution of all or any portion of the balance to  the  credit
of the Distributee, except that an Eligible Rollover Distribution
does  not  include:  any distribution that is one of a series  of
substantially  equal periodic payment (not less  frequently  than
annually) made for the life expectancy of the Distributee or  the
joint  life  expectancies  of the Distributee  and  Distributee's
Beneficiary or for a specified period of ten (10) years or  more;
any  distribution  to  the extent such distribution  is  required
under  Section  401(a)(9) of the Code; and  the  portion  of  any
distribution that is not includable in gross income.

           I.26  "Employee"  shall mean (a)  any  person  who  is
employed by an Affiliated Company to render personal services and
whose  earnings  constitute wages under Section  3121(a)  of  the
Code,  and  (b)  any  individual who  performs  services  for  an
Affiliated  Company if such individual is required to be  treated
as a Leased Employee under Section 3.3.

           I.27 "Employee Deferral Contributions" shall mean  the
employee-directed Company contribution described in Section 4.1.

           I.28  "Employee Deferral Contributions Account"  shall
mean  the  record  of  money  and assets  derived  from  Employee
Deferral  Contributions as described in Section 4.1 and  held  by
the  Trustee  for  the  benefit of a Participant  or  Beneficiary
pursuant to the provisions of the Plan.

           I.29 "Financial Hardship" shall mean an immediate  and
heavy  financial  need of a Participant as set forth  in  Section
10.2(d).

          I.30 "Five Percent (5%) Owner" shall mean:

           (a)   If the Affiliated Company is a corporation,  any
person who owns (or is considered as owning within the meaning of
Section  318  of  the Code) more than five percent  (5%)  of  the
outstanding  stock of that corporation or stock  possessing  more
than five percent (5%) of the total combined voting power of  all
stock of that corporation, or

           (b)   If  the Affiliated Company is not a corporation,
any person who owns more than five percent (5%) of the capital or
profits interest in that entity.

For purposes of applying Section 318 of the Code to year; or

           (d)   was  at  any  time an officer of  an  Affiliated
Company  and  received Compensation greater  than  fifty  percent
(50%)   of   the  limitation  amount  in  effect  under   Section
415(b)(1)(A) of the Code for such Plan Year.

For   purposes  of  determining  which  Employees   are   "Highly
Compensated  Employees," an Employee who  was  not  described  in
subparagraphs (b), (c) or (d) during the look-back year shall not
be a Highly Compensated Employee for the determination year under
subparagraphs (b), (c) or (d) unless such Employee is also  among
the  one  hundred  (100) Employees who have  earned  the  highest
Compensation with an Affiliated Company during such determination
year.   Notwithstanding the foregoing, an individual  who  was  a
Highly  Compensated  Employee for a look-back  year  due  to  the
foregoing  definition shall remain a Highly Compensated  Employee
for  the  determination year.  For purposes of  this  definition,
individuals who are nonresident aliens and who receive no  earned
income  (as  defined  in Section 911(d) of  the  Code)  from  the
Company constituting income from sources within the United States
(as  defined  in  Section 861(a)(3) of the  Code)  shall  not  be
considered as Employees.

           In no event shall the number of officers to be treated
as  "Highly  Compensated  Employees" under  paragraph  (c)  above
exceed fifty (50) Employees (or if less, the greater of three (3)
Employees    or   ten   percent   (10%)   of   all    Employees).
Notwithstanding the foregoing, if no officer of the  Company  has
Compensation  sufficient  to be treated  as  "Highly  Compensated
Employee," the highest paid officer of the Company for such  Plan
Year  shall  be treated as a "Highly Compensated Employee."   For
purposes  of  applying  the ten percent  (10%)  limit,  Employees
excluded under Subsection 1.50(d) below shall be disregarded.

           A  "Highly Compensated Former Employee" shall mean any
Employee  who  separated (or was deemed to have  separated)  from
service prior to the determination year, performs no service  for
the  Employer  or any Affiliated Company during the determination
year, and was a Highly Compensated Active Employee for either the
separation year or any determination year ending on or after  the
Employee's fifty-fifth (55th) birthday.

           For purposes of this paragraph, the determination year
shall  be the Plan Year.  The look-back year shall be the  twelve
(12)-month  period immediately preceding the determination  year.
Alternatively, the Employer may, by written instrument, elect  to
use the calendar year coincidental with the current Plan Year  as
the  look-back year in accordance with the provisions  of  Income
Tax Regulation section 1.414(q)-1T, Q&A-14(b).

           Family  members  of Highly Compensated  Employees  who
qualify  as  Highly  Compensated  Employees  during  either   the
determination  year or look-back year due to being  Five  Percent
(5%) Owners or who are one of the top ten (10) Highly Compensated
Employees  ranked on the basis of Compensation shall, along  with
such  Highly Compensated Employee, be treated as a single  Highly
Compensated   Employee,  and  their  Compensation   and   amounts
contributed  on  their  behalf shall  be  aggregated.   For  this
purpose, a "family member" of a Highly Compensated Employee shall
include  a spouse, a lineal ascendant or descendant, or a  spouse
of  such lineal ascendant or descendant of the Highly Compensated
Employee.

           I.31 "Hour of Service" shall have the meaning assigned
to such term in Section 2.1.

           I.32  "Investment  Manager" shall  mean  a  person  or
persons  who  is  an  investment  adviser  registered  under  the
Investment Advisers Act of 1940, a bank as defined in such Act or
an  insurance company qualified to manage, acquire or dispose  of
any Plan assets under the laws of more than one state.

           I.33  "1986  Profit Sharing Account"  shall  mean  the
Account established for Participants who participated in the Plan
prior to 1987.

           I.34  "Normal Retirement Age" shall mean the  time  at
which a Participant attains age 65.

           I.35 "Normal Retirement Date" shall mean the first day
of  the month coincident with or next following the date in which
the Employee attains Normal Retirement Age.

           I.36  "Participant" shall mean each Eligible  Employee
who participates in the Plan pursuant to Section 3.1.

           I.37  "Period  of  Severance" shall have  the  meaning
assigned to it in Section 2.4.

           I.38  "Plan" shall mean the Amended and Restated Burr-
Brown  Corporation Future Investment Trust, as set forth in  this
instrument, and as the same may be amended from time to time.

          I.39 "Plan Administrator" shall mean the Company.

          I.40 "Plan Year" shall be the period commencing on each
December 31st and ending on December 30th of the following  year;
provided, however, there will be a short Plan Year consisting  of
a  single  day,  December  31, 1993, and  thereafter,  commencing
January  1,  1994,  it  shall be the period  commencing  on  each
January 1st and ending on the following December 31st.  The  Plan
Year  will be the limitation year for purposes of Section 415  of
the Code.

           I.41 "Rollover Account" shall mean the record of money
and  assets derived from a Rollover Contribution and held in  the
Fund  for  the benefit of an Employee, Participant or Beneficiary
pursuant to the provisions of the Plan.

           I.42  "Rollover Contribution" shall mean  funds  which
represent  (a)  all or a portion of the assets credited  to  such
Employee's  account  under  any other defined  contribution  plan
satisfying  the applicable qualification requirements of  Section
401(a)  of  the Code, whether such assets are held by a  trustee,
insurance  company, custodian or otherwise, or (b) the assets  of
any  individual  retirement  account established  as  a  rollover
account under Section 402(a)(5) of the Code for a qualified  plan
distribution  previously made to such person and credited  solely
with  amounts  eligible for rollover to this Plan  in  accordance
with Section 408(d)(3)(ii) of the Code.

          I.43 "Service" shall have the meaning assigned to it in
Section 2.2.

           I.44  "Severance Date" shall have the meaning assigned
to it in Section 2.3.

           I.45  "Spouse"  shall  mean a  Participant's  wife  or
husband  who  was lawfully married to the Participant immediately
prior  to  the Participant's date of death.  Notwithstanding  the
foregoing,  a former spouse shall be treated as a Spouse  to  the
extent  provided  under a qualified domestic relations  order  as
described in Section 414(p) of the Code.

           I.46  "Stock  Bonus Account" shall  mean  the  Account
originally  maintained  for a Participant,  under  the  Company's
Stock Bonus Plan and transferred to this Plan as of July 1, 1989.

           I.47 "Top Paid Group" shall mean all Employees who are
in the top twenty percent (20%) of the Employees of an Affiliated
Company when ranked on the basis of Compensation paid during  the
Plan  Year.  The following Employees may be excluded for purposes
of  determining the total number of Employees to be  included  in
the Top Paid Group:

          (a)  Employees who have not completed six (6) months of
service;

           (b)   Employees who normally work less than  seventeen
and one-half (17 2) hours per week;

                     (c)  Employees who normally work during  not
               more than six (6) months a year; and

          (d)  Employees who have not attained the age of twenty-
one (21) years.

          I.48 "Total Disability" shall mean a physical or mental
condition  which,  in  the judgment of the Committee  based  upon
competent medical evidence satisfactory to the Committee, totally
and  permanently  prevents the Participant from engaging  in  any
substantial  gainful employment with the Company,  provided  such
Total  Disability  (a) did not arise while engaged  in  or  as  a
result  of  having  engaged in a felonious  or  criminal  act  or
enterprise,  or  (b)  did not result from service  in  the  Armed
Forces  of  the United States of America or of any state  thereof
under  circumstances  entitling the Participant  to  a  veteran's
disability  pension.   In determining whether  a  Participant  is
wholly  or permanently prevented from engaging in any substantial
gainful employment with the Company, there shall be excepted from
consideration work performed pursuant to a medically  recommended
plan   for   rehabilitation.   The  Committee  will  consider   a
Participant to have a Total Disability if he incurs the permanent
loss or loss of use of a member or function of the body.

           I.49 "Total Distribution" shall mean a distribution to
a  Participant  or a Participant's beneficiary,  within  one  (1)
taxable  year  of such recipient, of the entire  balance  to  the
credit of the Participant's Stock Bonus Account under the Plan.

           I.50  "Trust Agreement" shall mean the trust agreement
or  agreements executed in connection with this Plan  to  provide
for  the  administration and investment of the Fund.   The  Trust
Agreement shall constitute a part of the Plan.

           I.51  "Trustee"  shall mean the  trustee  or  trustees
appointed under the Trust Agreement.

           I.52  "Valuation Date" shall mean March 31,  June  30,
September 30 or December 31 of each Plan Year and such other date
or  dates as may be designated by the Committee for the valuation
of Accounts of Participants. Interim valuations shall not be used
in a manner which is discriminatory.

           I.53  "Variable  Income Investment Sub-Account"  shall
mean  a  sub-account which invests in a separate investment  fund
under  which the value of the deposits to such account will  vary
(decrease  or increase) to reflect investment income  and  market
value changes.  Any one or any combination of the following types
of securities may be available:

          (a)  Common stocks,

          (b)  Bonds, and

          (c)  Cash and cash equivalents.

           I.54 "Vesting Service" shall have the meaning assigned
to it in Section 2.5.

           I.55 Additional Terms.  The following terms shall have
the  meanings  assigned to them in the specific sections  of  the
Plan indicated:


              Term                              Section

         "Actual Deferral Percentage"              5.1(a)(1)
         "Annual Additions"                        4.8(a)
         "Contribution Percentage"                 5.3(a)(1)
         "Defined Benefit Plan Fraction"           4.8(b)
         "Defined Contribution Plan Fraction"      4.8(c)
         "Determination Date"                     18.1(a)
         "Excess Aggregate Contributions"          5.2(a)(2)
         "Excess Amount"                           4.8(d)
         "Excess Combined Contributions"           5.5(b)
         "Excess Contributions"                    5.1(a)(2)
         "Highest Average Remuneration"            4.8(e)
         "Key Employee"                           18.1(b)
         "Leased Employee"                         3.3
         "Limitation Year"                         4.8(f)
         "Maximum Permissible Amount"              4.8(g)
         "Non-Key Employees"                      18.1(c)
         "Permissive Aggregation Group"           18.1(d)
         "Projected Annual Benefit"                4.8(h)
             "Remuneration"                               4.8(i),
18.1(f)
         "Required Aggregation Group"             18.1(e)
         "Top-Heavy Contribution"                 18.1(g), 18.3
         "Top-Heavy Valuation Date"               18.1(i)
         "Top-Heavy Ratio"                        18.1(h)

                           ARTICLE II

                      SERVICE DEFINITIONS

          II.1 Hour of Service.  The term "Hour of Service" shall
mean:   (a) an hour for which an Employee is paid or entitled  to
payment  by an Affiliated Company for the performance of  duties,
(b)  an hour for which an Employee is paid or entitled to payment
by  an Affiliated Company for a period during which no duties are
performed  (whether  or  not  the  employment  relationship   has
terminated) on account of vacation, holiday, illness,  incapacity
(including Total Disability), layoff, jury duty, military duty or
leave  of  absence,  and (c) an hour (to the extent  not  already
credited under subparagraph (a) or (b) above) for which back  pay
for  the  Employee  is  awarded or agreed  to  by  an  Affiliated
Company,  irrespective  of mitigation of damages.   However,  any
hour for which an Employee is directly or indirectly paid under a
plan  maintained by an Affiliated Company solely to  comply  with
applicable  worker's compensation, unemployment  compensation  or
disability insurance laws or solely to reimburse the Employee for
medical  or  medically-related expenses incurred by the  Employee
shall not be counted as an Hour of Service.

           II.2  Service.   The  term "Service"  shall  mean  the
Participant's period or periods of employment with the Company or
any  other Affiliated Company.  Each such period shall begin with
the  date  on  which the Employee first renders one (1)  Hour  of
Service for the Company or an Affiliated Company and end with the
first Severance Date thereafter which marks the start of a Period
of  Severance  of twelve (12) consecutive months  or  more.   Any
Period  of Severance of less than twelve (12) consecutive  months
shall  be  included within the Participant's period  of  Service.
Accordingly,  the  overall Service of the  Participant  shall  be
comprised of the period of employment (whether or not continuous)
commencing on the date on which he first renders one (1) Hour  of
Service for the Company or an Affiliated Company and ending  with
his  final  Severance  Date, but there  shall  be  excluded  from
Service  any  intervening  Period of  Severance  of  twelve  (12)
consecutive  months or more.  In addition, the following  special
rules   shall   be  applicable  to  the  determination   of   the
Participant's overall period of Service:

           (a)   If any pension or profit-sharing plan maintained
by  a  corporation, partnership, proprietorship or other business
entity  which becomes a participating Company or is merged  into,
consolidated with, or all or a substantial part of the assets  of
which  are acquired by, any participating Company is deemed under
Section  414(a)(1) of the Code and the applicable Regulations  to
be a "predecessor plan" to this Plan, then Service shall include,
for  each  participant in such predecessor plan, all  periods  of
employment  rendered by such person prior to the  acquisition  or
affiliation  which  are  required to be taken  into  account  for
eligibility and vesting purposes under the predecessor plan.

           (b)   To  the extent subparagraph (a) is not otherwise
applicable,  Service  shall  include,  for  each  employee  of  a
corporation, partnership, proprietorship or other business entity
which  is merged into, consolidated with, or all or a substantial
part  of  the  assets of which are acquired by, any participating
Company,  such periods of employment rendered by such  person  to
the  predecessor employer prior to the acquisition or affiliation
as   the   Committee  shall  deem  appropriate;   provided   such
determination   shall  not  discriminate  in  favor   of   Highly
Compensated Employees.

           (c)  The Participant's overall period of Service shall
be  divided into one (1) or more months of Service on  the  basis
that  each  thirty (30) days of Service (whether or not completed
consecutively)  equals one (1) full month  of  Service,  and  for
every  twelve (12) months of Service (as so calculated)  rendered
by  the Participant, he shall be credited with one (1) full  year
of Service.

          II.3 Severance Date.

           (a)   The term "Severance Date" shall mean the earlier
of  (1) the date on which the Employee quits, dies, retires or is
discharged, or (2) the date which is twelve (12) months after the
commencement date of any other absence from employment  with  the
Company  or  an  Affiliated  Company;  provided,  however,   that
layoffs,  approved leaves of absence and Maternity and  Paternity
Leaves   shall   be  governed  by  the  specific  provisions   of
subparagraphs (b), (c) and (d).

           (b)   An Employee who is absent from active employment
by  reason  of  a  leave of absence approved  by  the  Affiliated
Company employing him shall not incur a Severance Date during the
period  of  the leave, provided such Employee returns  to  active
employment  with the Affiliated Company within thirty  (30)  days
after  the expiration date of the period for which such leave  of
absence  is authorized or (if applicable) prior to the expiration
date  of  any  longer period of time for which  the  reemployment
rights  of the Employee are protected by law.  Leaves of  absence
may  be approved, in accordance with a uniform and non-discrimina
tory   policy,  for  reasons  of  health,  governmental  service,
military duty or other purpose.  Except as otherwise provided  in
Section  2.2(a),  should the Employee fail to  return  to  active
employment with an Affiliated Company within the applicable  time
period following the termination of the leave, then such Employee
shall (unless such failure is occasioned by reason of retirement,
death or Total Disability) be deemed to have incurred a Severance
Date  as  of  the earliest of (1) the date which is  twelve  (12)
months  after the commencement of such leave of absence, (2)  the
date  on  which the authorized period of such leave  expires,  or
(3)  the  date on which the Employee quits or is discharged.   If
the  Employee  fails  to return to active employment  within  the
applicable  time period by reason of his death, Total  Disability
or  retirement,  then  such Employee  shall  be  deemed  to  have
incurred  a  Severance Date as of the date of  his  death,  Total
Disability or retirement.

           (c)   An  Employee  who  remains  absent  from  active
employment  by  reason  of a Maternity  or  Paternity  Leave  (as
defined below) shall be deemed to incur a Severance Date upon the
earlier  of  (1) the date which is twenty-four (24) months  after
the  commencement of the Maternity or Paternity Leave, or (2) the
date  on  which  the  Employee quits, dies or retires;  provided,
however, that solely for purposes of calculating Vesting  Service
under  Section  9.3, only the first twelve (12)  months  of  such
Maternity  or  Paternity Leave shall be  taken  into  account  as
Service  and  the  next twelve (12) months of such  Maternity  or
Paternity  Leave shall be considered neither a period of  Service
nor  a  Period  of  Severance.  In the  event  the  Maternity  or
Paternity  Leave  also constitutes an approved leave  of  absence
under  Section 2.3(b), then the provisions of Section 2.3(b),  to
the  extent  they provide more favorable Service credits  to  the
Employee    than   the   corresponding   provisions    of    this
Section 2.3(c), shall be controlling.

           For  purposes of this Section 2.3(c), a  Maternity  or
Paternity  Leave is any absence of the Employee, whether  or  not
approved under Section 2.3(b), which is directly attributable  to
and caused by any one of the following:

               (1)  such Employee's pregnancy,

               (2)  the birth of a child of such Employee,

                (3)   the placement of a child with such Employee
in connection with the Employee's adoption of such child, or

               (4)  the care of such child for a period beginning
with such birth or placement.

           The  Committee  may, as a condition to the  Employee's
qualification  for  the  special  benefits  provided  under  this
Section   2.3(c),   require  the  Employee  to  provide   written
confirmation and other substantiation as follows:

                     (i)   on or before the commencement  of  the
leave,  that the absence will qualify as a Maternity or Paternity
Leave  in accordance with the criteria specified in subparagraphs
(1) through (4) above, and

                     (ii)  on  or  before the completion  of  the
leave,  the  number of days for which the Maternity or  Paternity
Leave  was  in  fact  incurred for one  or  more  of  the  causes
specified in subparagraphs (1) through (4) above.

           (d)   An Employee who is absent from active employment
by  reason of a temporary layoff shall not incur a Severance Date
during  the period of such layoff, provided such Employee returns
to  active  employment with an Affiliated Company  within  thirty
(30)  days after the date the Employee is recalled to employment.
If the Employee fails to return to active employment prior to the
expiration  of such thirty (30) day period or if the Employee  is
not  recalled to employment within twelve (12) months  after  the
commencement  date  of the layoff, then such  Employee  shall  be
deemed  to  have incurred a Severance Date as of the earliest  of
(1)  the  date which is twelve (12) months after the commencement
date  of the layoff, (2) the date of the recall, or (3) the  date
the Employee quits, dies, retires or is discharged.

            II.4  Period  of  Severance.   The  term  "Period  of
Severance"  shall mean the period commencing with the  Employee's
Severance  Date and ending with the date on which  such  Employee
next performs one (1) Hour of Service.

          II.5 Vesting Service.  The term "Vesting Service" shall
mean  the Employee's overall period of Service measured from  the
date he first completes one (1) Hour of Service under Section 2.1
(including  Service  rendered prior to the  Effective  Date)  and
ending  with  his final Severance Date; provided,  however,  that
there  shall  not  be  included within such Vesting  Service  any
Period(s) of Severance of twelve (12) consecutive months or more.
The  Employee's period of Vesting Service shall be  divided  into
one  (1) or more months of Vesting Service on the basis that each
thirty  (30)  days of Vesting Service (whether or  not  completed
consecutively) equals one (1) full month of Vesting Service,  and
for each twelve (12) months of Vesting Service (as so calculated)
rendered by the Employee, he shall be credited with one  year  of
Vesting Service.  However, all Vesting Service credited under the
Plan shall be subject to the rules set forth in this Article  II,
Section 3.4 and Section 9.4.
                          ARTICLE III

               EMPLOYEES ENTITLED TO PARTICIPATE

           III.1      Eligibility to Participate.  Each Eligible
Employee  who  is a Participant in the Plan as of  December  31,
1992 will continue to be a Participant in the Plan as of January
1,  1993.   Each  other Eligible Employee in  the  employ  of  a
Participating  Company  on or after January  1,  1993  shall  be
eligible  to  become a Participant coincident with the  date  he
completes an Hour of Service.

            III.2       Election  to  Participate  in  Employee
Deferral  Contributions Portion of Plan.  An Eligible  Employee
may  become a Participant pursuant to Section 3.1 for  purposes
of  Sections 4.1 and 4.4 once he has executed and delivered  to
the  Committee  an  election form prescribed  by  the  Company:
(a)   specifying   his   chosen  rate  of   Employee   Deferral
Contributions,  (b)  authorizing  the  Company  to  reduce  his
Eligible   Earnings  by  the  amount  of  such   contributions,
(c)  making  investment elections as described in Article  VII,
and  (d) designating one or more Beneficiaries under the  Plan.
No Employee shall become a Participant in the Plan for purposes
of  Sections 4.1 and 4.4 of the Plan until he has completed all
of the above requirements.

           III.3     Leased Employees.  Any Leased Employee shall
be  treated as an Employee (but not an Eligible Employee) of  the
Affiliated  Company  which  is the  recipient  of  his  services.
However,  any contributions or benefits provided by  the  leasing
organization,  to  the extent attributable to services  performed
for  the Affiliated Company, shall be treated as provided by such
recipient Affiliated Company.

           For  purposes  of this Section 3.3, "Leased  Employee"
shall  mean  any  person  (other than an actual  Employee  of  an
Affiliated  Company) who has, pursuant to any  agreement  between
the  recipient  Affiliated  Company and  any  other  person  (the
"leasing  organization"), performed services  for  the  recipient
Affiliated Company (or the recipient Affiliated Company  and  any
related entity determined in accordance with Section 414(n)(6) of
the  Code) on a substantially full-time basis for a period of  at
least  one (1) year, and such services are of a type historically
performed  by  employees in the business field of  the  recipient
Affiliated Company (or such related entity).  Upon completion  of
such year of service, the Leased Employee shall be treated as  an
Employee  (but not as an Eligible Employee) for all  purposes  of
the  Plan,  and  his period of Service shall include  the  entire
period  for which the Leased Employee has performed services  for
the recipient Affiliated Company.

           In  no  event,  however, shall a  Leased  Employee  be
treated as an Employee if (a) such Leased Employee is covered  by
a  money  purchase  pension plan providing (1)  a  non-integrated
employer  contribution  rate of at least  ten  percent  (10%)  of
Compensation,  (2)  immediate participation,  and  (3)  full  and
immediate  vesting; and (b) the total number of Leased  Employees
does  not  constitute more than twenty percent (20%) of the  non-
Highly Compensated work force.

          III.4     Effect of Rehiring.  Should an Employee incur
a  Severance Date and thereafter return to Service, the following
special  rules shall be in effect for determining the date  which
the  Employee  is  first  eligible to  participate  in  the  Plan
following his return:

           (a)   Should such Employee incur a Period of Severance
of  sixty (60) months or more prior to his completion of at least
twelve  (12)  months of Service, then such Employee  shall,  upon
resumption  of  Service,  be  treated  as  a  new  Employee   for
eligibility and vesting purposes (as described in Article II  and
Section 9.4), and he shall be eligible to participate in the Plan
coincident with the date that he next renders an Hour of Service.

           (b)   Should such Employee incur a Period of Severance
of  twelve  (12) consecutive months or more but less  than  sixty
(60)  months,  then such Employee shall retain his prior  Service
credits  for  eligibility and vesting purposes (as  described  in
Article II and Section 9.4), but the applicable date for purposes
of accruing future Service credits upon his resumption of Service
shall  be  adjusted  to the first day following  such  Period  of
Severance on which the Employee next renders an Hour of  Service.
Such  Employee  shall  be  eligible to participate  in  the  Plan
coincident with the date that he next renders an Hour of Service.
                           ARTICLE IV

                         CONTRIBUTIONS

           IV.1  Employee  Deferral Contributions.   The  Company
intends  to  continue the Plan indefinitely and to contribute  to
the  Fund hereunder each Plan Year pursuant to the provisions  of
this  Article IV.  Subject to the special rules set forth in this
Article  IV, each Participant may designate any Employee Deferral
Contributions  rate  by which his Eligible  Earnings  are  to  be
reduced  from  one  percent (1%) to ten  percent  (10%)  (fifteen
percent  (15%)  for  Participants who are not Highly  Compensated
Employees), in increments of whole percentage points (subject  to
Section  5.6).   The  Employee Deferral  Contributions  shall  be
determined  by  multiplying the Participant's  Eligible  Earnings
earned  during  a  payroll  period  by  his  designated  Employee
Deferral  Contributions  rate.   The  rate  designated   by   the
Participant  shall remain in force until the Participant  changes
or  suspends such rate pursuant to Section 4.2 or 4.3.   Employee
Deferral  Contributions may not be made with respect to  Eligible
Earnings which are currently available on or before the date  the
Participant designates such reduction.  Contributions under  this
Section   4.1  shall  be  made  by  means  of  Eligible  Earnings
reductions and the amounts so deducted shall be paid as  soon  as
administratively feasible to the Fund by the Company and shall be
credited  to  the  Employee  Deferral Contributions  Accounts  of
Participants.  Effective January 1, 1993, a Participant  may  not
designate   any   back   pay  award  as  an   Employee   Deferral
Contribution.

           IV.2  Changes  in Contribution Rates.  A Participant's
Employee  Deferral  Contributions rate  will  remain  in  effect,
notwithstanding  any  change  in  Eligible  Earnings,  until  the
Participant elects to change such rate.  A Participant may  elect
to change his Employee Deferral Contributions rate four (4) times
during   any   Plan  Year.   The  change  in  Employee   Deferral
Contributions  rate will be effective as soon as administratively
practicable  after  a  written  election  is  received   by   the
Committee.   No  change  can  be made  in  an  Employee  Deferral
Contributions rate unless and until a prior change  has  been  in
effect for at least thirty (30) days.

           IV.3  Suspension of Contributions.  A Participant  may
elect  to suspend all contributions to the Plan as of any payroll
date,  if  no less than thirty (30) business days prior  to  such
payroll  date, the Committee has received written notice  of  his
suspension of contributions.  A Participant who has suspended his
contributions may not resume making contributions until the first
payroll period beginning at least three (3) months after the date
of   suspension.   Once  eligible  to  resume  contributions,   a
Participant  may resume contributions as soon as administratively
feasible following the date the Participant delivers his  written
election  to resume contributions to the Committee following  the
suspension period.

          IV.4 Company Matching Contributions.  The Company shall
make  Matching Contributions to the Trustee on a periodic  basis,
and  those  contributions  shall  be  allocated  to  the  Company
Matching  Contributions Account of each Participant in accordance
with  the  percentage match in effect for the  Employee  Deferral
Contributions  made by the Participant for the  period  to  which
those  Matching Contributions relate.  The amount of the Matching
Contributions made by the Company for any Plan Year on behalf  of
each  Participant shall be equal to twenty-five percent (25%)  of
the  Employee  Deferral Contributions actually made hereunder  on
behalf  of that Participant for such Plan Year.  Company Matching
Contributions  may be made on a monthly basis, but  in  no  event
shall  those  contributions  be made  later  than  the  last  day
prescribed  by  law for filing the company's federal  income  tax
return for such Plan Year, including extension thereof.

           IV.5  Profit Sharing Contributions.  The Board may  in
its  sole  discretion make an additional Company  Profit  Sharing
Contribution  for  any Plan Year out of its Accumulated  Profits.
In  the  event  the Company shall make a Company  Profit  Sharing
Contribution  to the Trust, such contribution shall be  allocated
as  of  the year-end Valuation Date for that Plan Year among  the
Company  Profit Sharing Accounts of each Participant  who  is  an
Eligible  Employee  as  of  such  Valuation  Date,  in  the  same
proportion that such Participant's Eligible Earnings for the Plan
Year  bears  to  the  total  Eligible Earnings  of  all  eligible
Participants for such Plan Year.  Such contribution may  be  made
in  cash,  securities and/or property, at the discretion  of  the
Company.

            IV.6  Rollover  Contributions.   Upon  the  Company's
request,  the  Committee may permit an Employee to contribute  to
the  Plan  a  Rollover Contribution, provided  the  Committee  is
satisfied  that  the  amount  to  be  rolled  over  to  the  Plan
constitutes a Rollover Contribution under federal tax law and  as
permitted  under Section 8.3.  The Employee's request  shall  set
forth  the  amount  of  cash to be contributed  as  the  Rollover
Contribution  and  such contribution shall  be  credited  to  the
Employee's Rollover Account in accordance with Article VIII.

           IV.7  General  Limitations  on  Company  and  Employee
Deferral  Contributions.  In no event shall  the  amount  of  the
Employee   Deferral   Contributions,   Company   Profit   Sharing
Contributions  and Company Matching Contributions  made  to  this
Plan for any Plan Year exceed the lesser of:

           (a)   The  maximum amount allowable as a deduction  in
computing  the  Company's taxable income for that Plan  Year  for
federal income tax purposes under Section 404 of the Code.

           (b)   The  aggregate amount of the  Employee  Deferral
Contributions, Company Profit Sharing Contributions  and  Company
Matching  Contributions  that may be  allocated  to  Accounts  of
Participants under the provisions of Articles IV and V.

          IV.8 Special Definitions.

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

                    (1)  Employee Deferral Contributions;

                    (2)  Company Matching Contributions;

                     (3)   Company  Profit Sharing Contributions;
and

                    (4)  Forfeitures, if any.

For this purpose, any excess amount applied under Section 4.10 in
the  Limitation  Year  to reduce Company  contributions  will  be
considered  Annual Additions for such Limitation  Year,  but  any
Rollover  Contributions contributed to  the  Plan  shall  not  be
considered.

           Affiliated  Company contributions and any  forfeitures
allocated  to the Participant's accounts under any other  defined
contribution  plans  to  which one or more  Affiliated  Companies
contribute are treated as Annual Additions.  Amounts allocated to
an  individual medical account as defined in Section 415(l)(2) of
the  Code, which is part of a defined benefit plan maintained  by
the  Affiliated  Company are treated as  Annual  Additions  to  a
defined   contribution   plan.   Also,   amounts   derived   from
contributions paid or accrued after December 31, 1985, in taxable
years  ending  after  such date, that are attributable  to  post-
retirement medical benefits allocated to the separate account  of
the Participant as a Key Employee (as defined in Section 18.1(b))
under a welfare benefit fund (as defined in Section 419(e) of the
Code),  maintained  by  the Affiliated Company,  are  treated  as
Annual  Additions to a defined contribution plan.   Finally,  the
amount of any after-tax contributions made by the Participant  to
any  other  defined contribution plan of the Affiliated Companies
for the Limitation Year shall be treated as an Annual Addition.

          (b)  "Defined Benefit Plan Fraction" shall mean for any
Plan  Year  a  fraction the numerator of which is  the  projected
annual benefit of the Participant (determined as of the close  of
the Limitation Year), under all defined benefit plans (whether or
not  terminated) maintained by the Affiliated Companies, and  the
denominator  of  which is the lesser of (i) the  product  of  the
maximum  benefit allowable under Section 415(b) of the  Code  for
such Limitation Year times 1.25, or (ii) the product of 1.4 times
the  maximum  amount  of Remuneration which  may  be  taken  into
account  under Section 415(b)(1)(B) of the Code with  respect  to
such Limitation Year.

           (c)   "Defined Contribution Plan Fraction" shall  mean
for  any Limitation Year a fraction the numerator of which is the
sum  of the Annual Additions to the Participant's accounts  under
this  Plan  and all other defined contribution plans (whether  or
not  terminated) maintained by the Affiliated Companies  in  such
Limitation  Year  and  for all prior Limitation  Years,  and  the
Annual  Additions attributable to all welfare benefit  funds,  as
defined in Section 419(e) of the Code, maintained by the Company,
and the denominator of which is the lesser of (i) the product  of
the maximum amount of Annual Additions which could have been made
under Section 415(c) of the Code for such Limitation Year and for
each  prior  year  of  service with the  Company  (regardless  of
whether a defined contribution plan as defined in Section  414(i)
of  the Code was in existence during those years) times 1.25,  or
(ii)  the  product of 1.4 times the sum of the maximum amount  of
Remuneration  which  may  be  taken into  account  under  Section
415(c)(1)(B) of the Code for such Participant for such Limitation
Year and for each prior year of service with the Company.

           (d)   "Excess  Amount" shall mean the  excess  of  the
Participant's Annual Additions for the Limitation Year  over  the
Maximum Permissible Amount.

           (e)   "Highest  Average Remuneration" shall  mean  the
average Remuneration for the three (3) consecutive calendar years
during  which a Participant was an active participant in  a  plan
which produces the highest average.

           (f)  "Limitation Year" shall mean with respect to  the
Company,  the Plan Year.  The Company may elect to  change  to  a
different twelve (12) month period, change in the Limitation Year
shall  be a change to a twelve (12) month period commencing  with
any day within the then current Limitation Year.

          (g)  "Maximum Permissible Amount" shall mean the lesser
of  (1)  Thirty  Thousand Dollars ($30,000) or, if greater,  one-
fourth of the dollar limitation under Section 415(b)(1)(A) of the
Code  (as  adjusted  for  each Limitation Year  commencing  after
December  31,  1988,  to  take  into account  any  cost-of-living
increase  adjustment for that Limitation Year allowable  pursuant
to  the  applicable Treasury regulations or rulings under Section
415(d)  of the Code; any such adjustment shall be effective  only
as  of  January  1  of  the  Limitation Year  ending  within  the
respective  calendar  year for which the cost-of-living  increase
adjustment is announced, or (2) twenty-five percent (25%) of  the
Participant's  Remuneration  for the Limitation  Year,  provided,
however, the limitation under subparagraph (i) shall not apply to
any  contribution  for medical benefits (within  the  meaning  of
Section  419A(f)(2)  of the Code) after separation  from  service
which  is  treated as an Annual Addition.  If a short  Limitation
Year  is  created because of an amendment changing the Limitation
Year  to  a  different twelve (12) consecutive month period,  the
Maximum  Permissible  Amount  shall not  exceed  Thirty  Thousand
Dollars ($30,000) multiplied by the following fraction:

         Number of months in the short limitation year
                               12

           (h)   "Projected Annual Benefit" shall mean the annual
retirement   benefit  (adjusted  to  an  actuarially   equivalent
straight  light annuity if such benefit is expressed  in  a  form
other  than  a  straight  life annuity  or  qualified  joint  and
survivor  annuity)  to which the Participant  would  be  entitled
under  the  terms of the defined benefit plan of  the  Affiliated
Company, assuming:

                (1)   the  Participant will  continue  employment
until  normal retirement age under that plan (or current age,  if
later), and

                 (2)   the  Participant's  Remuneration  for  the
current  Limitation Year and all other relevant factors  used  to
determine benefits under that plan will remain constant  for  all
future Limitation Years.

          (i)  "Remuneration" shall mean the Compensation paid to
the  Participant for the Limitation Year, adjusted,  however,  to
exclude  the following items for such Limitation Year:   (1)  any
Employee Deferral Contributions made on such individual's  behalf
under this Plan; and (2) any other elective contributions made on
his  behalf pursuant to salary deferral or reduction arrangements
maintained  by  one or more Affiliated Companies  under  Sections
125, 401(k), 408(k) and 403(b) of the Code.

           IV.9  Limitation on Annual Addition.  The total Annual
Addition  to  a Participant's Accounts under this  Plan  and  any
other  defined contribution plans to which one or more Affiliated
Companies  contributes shall not for any Limitation  Year  exceed
the Maximum Permissible Amount.

          IV.10     Remedial Action.  If the Annual Addition with
respect  to the Accounts of any Participant under this  Plan  and
any  other  defined  contribution plans  to  which  one  or  more
Affiliated  Companies contributes would for any  Limitation  Year
exceed the limitations imposed by Section 4.9, then the following
reductions  to such Annual Addition shall be made, in  the  order
indicated and to the extent necessary to eliminate such excess:

            (a)   First,  the  Participant's  after-tax  employee
contributions under any other defined contribution plans to which
one or more Affiliated Companies contributes shall be refunded.

           (b)  Then, any Employee Deferral Contributions made on
the  Participant's behalf for the Plan Year coincident with  such
Limitation  Year  which were not entitled to a  Company  Matching
Contribution  under  Section  4.4 shall  be  distributed  to  the
Participant  as  a  current cash payment, subject  to  applicable
withholding taxes.

           (c)  Next, any Employee Deferral Contributions made on
the  Participant's behalf for the Plan Year coincident with  such
Limitation  Year  which  were  entitled  to  a  Company  Matching
Contribution  under  Section  4.4 shall  be  distributed  to  the
Participant  as  a  current cash payment, subject  to  applicable
withholding taxes, and no Company Matching Contributions shall be
made   with   respect   to  the  distributed  Employee   Deferral
Contributions.   Accordingly, the Company Matching  Contributions
for such Plan Year are to be reduced as follows:

                (1)  To the extent Company Matching Contributions
have  not  already been made under the Plan on the  Participant's
behalf,  the reduction shall be effected by making an appropriate
reduction   in   the   aggregate  amount  of   Company   Matching
Contributions  required for such Plan Year to take  into  account
the   distributed  Employee  Deferral  Contributions  no   longer
eligible for a match under Section 4.4.

                (2)  To the extent Company Matching Contributions
have already been allocated to the Participant's Company Matching
Contributions  Account  for the Plan Year  coincident  with  such
Limitation  Year,  such  Company Matching Contributions  (to  the
extent   attributable  to  the  distributed   Employee   Deferral
Contributions) shall be withdrawn from the Account and  reapplied
to  the satisfaction of any Company Matching Contributions  still
to  be  made on behalf of other Participants for such Plan  Year.
Any  Company  Matching Contributions withdrawn from  the  Company
Matching Contributions Account and not so reapplied shall be held
unallocated in a suspense account and shall be used to reduce the
Company  Matching  Contributions required to  be  made  for  each
succeeding  Plan Year until the suspense account  is  reduced  to
zero (0).  No profits or losses attributable to the assets of the
Fund  shall be allocated to the suspense account, nor  shall  any
contributions   to   the  Plan  (other  than  Employee   Deferral
Contributions)  be  made  by  the  Company  while  there  is   an
outstanding   balance  in  such  suspense  account.    Upon   the
termination of the Plan, any outstanding balance in the  suspense
account shall revert to the Company.

                (3)   Then, the Participant's allocable share  of
forfeitures  under this Plan shall be subject to  disposition  in
accordance with the provisions of Section 4.11.

                (4)  Then, the Participant's share of the Company
Profit   Sharing  Contributions  (if  any)  for  the  Plan   Year
coincident  with  such  Limitation Year shall  be  reduced.   The
reduction shall be effected by (i) assuming, for purposes of  the
Section 4.5 allocation for such Plan Year, that the Participant's
Eligible Earnings for the Plan Year is at a sufficiently  reduced
level  to  avoid  an  allocation of the  Company  Profit  Sharing
Contributions  for  such Plan Year which would  otherwise  be  in
excess  of the applicable Section 4.9 limitation and (ii)  making
an  appropriate reduction in the aggregate Company Profit Sharing
Contributions for such Plan Year.  Such reduction shall  have  no
effect  upon any other eligible Participant's allocable share  of
the Company Profit Sharing Contributions for such Plan Year.

               (5)  Finally, the Participant's allocable share of
employer  contributions and forfeitures under any  other  defined
contribution  plans  to  which one or more  Affiliated  Companies
contributes shall be subject to reduction or other disposition in
accordance with the applicable provisions of such other plans.

            IV.11      Reallocation  of  Forfeitures.   Should  a
Participant's  allocable share of forfeitures for the  Limitation
Year exceed the amount which may be allocated to his Accounts  in
accordance with Section 4.9, then such excess shall be  allocated
and  reallocated, as of the close of that Limitation Year, to the
Company  Profit  Sharing  Contribution  Accounts  of  all   other
eligible  Participants in accordance with  Section  4.5,  to  the
extent  such  allocation  or  reallocation  will  not  cause  the
Section  4.9 limits to be exceeded in such Limitation Year.   Any
amount  not so allocated as of the close of such Limitation  Year
shall  be  credited to a suspense account and shall be allocated,
as  of  the  close  of each succeeding Limitation  Year,  to  the
Company  Profit  Sharing Contributions Accounts of  all  eligible
Participants  pursuant  to  Section  4.5,  to  the   extent   the
allocation  will not cause the Section 4.9 limits to be  exceeded
in any such Limitation Year.  The Company shall not, for any Plan
Year  (other  than the Plan Year in which the excess  forfeitures
arise),  make any Company Matching Contributions, Company  Profit
Sharing Contributions or Employee Deferral Contributions if there
is an outstanding balance in the suspense account as of the close
of  the Limitation Year coincident with such Plan Year.  Under no
circumstances  shall  the  suspense account  participate  in  the
periodic  allocation of earnings, gains and losses  of  the  Fund
pursuant to Section 8.2.

            IV.12       Time  Period  for  Payment   of   Company
Contributions.  The Company contributions for any Plan Year shall
be  determined  and paid to the Trustee not later than  the  time
prescribed  by law, including any extensions thereof, for  filing
of the Company's federal income tax return for such year.
                           ARTICLE V

           SPECIAL RULES GOVERNING EMPLOYEE DEFERRAL
        CONTRIBUTIONS AND COMPANY MATCHING CONTRIBUTIONS

           V.1  Limitations on Employee Deferral Contributions of
Highly Compensated Employees.

           (a)  Definitions.  For purposes of this Article V, the
following definitions shall apply:

                (1)  "Actual Deferral Percentage" shall mean  the
average  of  the ratios (calculated separately for each  Eligible
Employee)  of  (i) the amount of Employee Deferral  Contributions
actually  payable to the Fund under the Plan on  behalf  of  each
such  Eligible Employee for such Plan Year to (ii) such  Eligible
Employee's  Compensation for such Plan Year;  provided,  however,
the Actual Deferral Percentages of an Eligible Employee who is  a
Highly  Compensated Employee participating in  two  (2)  or  more
plans  described in Section 401(k) of the Code maintained by  the
Affiliated Company shall be calculated in accordance with Section
401(k)(3)(A) of the Code.

                (2)  "Excess Contributions" shall mean the excess
of  (i)  the  aggregate amount of Employee Deferral Contributions
contributed to the Fund on behalf of Highly Compensated Employees
for  the  Plan  Year,  over (ii) the maximum amount  of  Employee
Deferral Contributions permitted under the limitations of Section
5.1(b).

           (b)   Any  other provision of the Plan to the contrary
notwithstanding,  the average of the Actual  Deferral  Percentage
for Highly Compensated Employees for a Plan Year must bear such a
relationship to the average of the Actual Deferral Percentage for
all  other Eligible Employees for such Plan Year so that at least
one of the following two (2) tests is satisfied:

               (1)  The average of the Actual Deferral Percentage
for  the  group of Highly Compensated Employees is not more  than
the  average  of  the  Actual Deferral Percentage  of  all  other
Eligible Employees multiplied by 1.25; or

                (2)   The  excess of the average  of  the  Actual
Deferral Percentage for the group of Highly Compensated Employees
over  that of all other Eligible Employees is not more  than  two
(2)  percentage  points,  provided  the  average  of  the  Actual
Deferral Percentage for the group of Highly Compensated Employees
is not more than the average of the Actual Deferral Percentage of
all other Eligible Employees multiplied by two (2).

           (c)   The Committee shall determine from time to  time
whether the Employee Deferral Contributions made or to be made in
any  Plan  Year  on behalf of Highly Compensated Employees  might
cause  the Plan to fail to comply with the foregoing limitations.
If  the Committee determines that such a failure might occur, the
Committee   may  in  its  sole  discretion  reduce  the   maximum
percentage  of Eligible Earnings that may be elected as  Employee
Deferral  Contributions  under the  Plan  by  Highly  Compensated
Employees or, if necessary to effect such compliance, may cause a
distribution of Excess Contributions as provided in Section  5.2.
Each  determination by the Committee shall be made  in  its  sole
judgment and shall be conclusive.

           (d)  Employee Deferral Contributions made on behalf of
a Participant shall be taken into account for a Plan Year only if
they  relate to Compensation that either would have been received
by  such  Participant  in the Plan Year  (but  for  the  deferral
election)  or  is  attributable  to  services  performed  by  the
Participant  in the Plan Year and which would have been  received
within  two and one-half months after the end of such  Plan  Year
(but for the deferral election).

           (e)   For  purposes of determining the Actual Deferral
Percentage of a Participant, Employee Deferral Contributions made
on behalf of a Participant shall be taken into account for a Plan
Year  only if they are allocated to the Participant's Account  as
of  the  a  date  within that Plan Year.  For  this  purpose,  an
Employee Deferral Contribution is considered allocated  as  of  a
date  within a Plan Year if such allocation is not contingent  on
participation or performance of services after such date and  the
elective  contribution is actually paid to the  trust  not  later
than 12 months after the Plan Year to which the Employee Deferral
Contribution relates.

           (f)   For  purposes of determining  whether  the  Plan
satisfies  the actual deferral percentage test of Section  401(k)
of  the Code, all elective contributions that are made under  two
or  more  plans  that  are  aggregated for  purposes  of  Section
401(a)(4)   or   410(b)   of  the  Code   (other   than   Section
410(b)(2)(A)(ii) of the Code) are to be treated as made  under  a
single  plan  and  that  if two or more  plans  are  permissively
aggregated  for  purposes  of Section 401(k)  of  the  Code,  the
aggregated plans must also satisfy Sections 401(a)(4) and  410(b)
of  the  Code  as though they were a single plan.   Moreover,  in
calculating  the  Actual  Deferral  Percentage  for  purposes  of
Section 401(k) of the Code, the actual deferral ratio of a Highly
Compensated Employee will be determined by treating all  cash  or
deferred arrangements under which the Highly Compensated Employee
is  eligible  (other  than  those that may  not  be  permissively
aggregated) as a single arrangement.

           (g)   If  an  eligible Highly Compensated Employee  is
either  a five percent owner (as defined in Section 416(i)(1)  of
the Code) or in the group of the ten Highly Compensated Employees
paid the greatest Compensation during the Plan Year, the combined
Actual  Deferral Percentage for the family group (which  includes
the  Highly  Compensated Employee and which  is  treated  as  one
Highly Compensated Employee) shall be determined by combining the
elective  deferrals, compensation and amounts treated as elective
deferrals  of  all  the  eligible family members.   The  elective
deferrals, compensation and amounts treated as elective deferrals
of all family members are disregarded for purposes of determining
the  Actual  Deferral Percentage of all other Highly  Compensated
Employees and non-Highly Compensated Employees.

          V.2  Excess Contributions.

           (a)   If the Employee Deferral Contributions otherwise
applicable  to  the Employee Deferral Contributions  Accounts  of
Eligible Employees for the Plan Year would not satisfy one of the
requirements  of  Section 5.1(b), then  either  or  both  of  the
remedial actions set forth below shall be taken:

               (1)  The Committee may, in its sole discretion, at
any  time  during  the  Plan Year, reduce the  Employee  Deferral
Contributions of one or more Participants who are among the group
of   Highly   Compensated  Employees  to  the  maximum   deferral
percentage   permissible   for   such   Participant(s)    without
contravention  of  the  requirement that the  aggregate  Employee
Deferral Contributions made on behalf of all Participants who are
Highly   Compensated  Employees  satisfy  one  of  the   deferral
percentage tests of Section 5.1(b).

                (2)   The  Excess Contributions (and  any  income
allocable to such contributions) made for the Plan Year on behalf
of  Participants  who are among the group of  Highly  Compensated
Employees shall be distributed to them as a current cash payment,
subject  to all applicable withholding taxes, prior to the  close
of  the  Plan  Year  subsequent to the Plan  Year  in  which  the
requirements of Section 5.1(b) have not been met.  (In order  for
the  Company  to avoid an excise tax under Section  4979  of  the
Code, such distribution would have to be made within two and one-
half (22) months after the close of the Plan Year.)  In order  to
determine  that  amount of Excess Contributions  and  the  Highly
Compensated Employees to whom the Excess Contributions are to  be
distributed,  the  Employee  Deferral  Contributions  of   Highly
Compensated  Employees shall be reduced in order  of  the  Actual
Deferral  Percentages  beginning with  those  Highly  Compensated
Employees with the highest Actual Deferral Percentages until such
reduced  percentage equals the greater of (i) the Actual Deferral
Percentage  required  in  order  to  allow  the  Actual  Deferral
Percentage  for all Highly Compensated Employees to  satisfy  the
limitation  of  Section  5.1(b)  or  (ii)  the  Actual   Deferral
Percentage  of  the  Highly Compensated Employee  with  the  next
highest  percentage; then, the process shall be repeated  in  the
order   of  the  Actual  Deferral  Percentages  for  the   Highly
Compensated Employees, beginning with the Employee with the  next
highest  percentage  until the limitation of  Section  5.1(b)  is
satisfied for the aggregate Employee Deferral Contributions  made
on behalf of all Highly Compensated Employees.

           (b)   Any  distribution required pursuant  to  Section
5.2(a)  shall  be  effected  in  compliance  with  the  following
procedures:

                (1)   The  amount of Excess Contributions  to  be
distributed with respect to a Plan Year shall be reduced  by  the
excess Employee Deferral Contributions previously distributed  to
the  Highly Compensated Employee pursuant to Section 5.5 for  the
calendar year coincident with the same Plan Year.

                (2)   The  distribution to  the  affected  Highly
Compensated Employees shall be made in proportion to their  share
of Excess Contributions for the Plan Year.

               (3)  Income for the Plan Year for which the Excess
Contributions  were  made shall be distributed  with  the  Excess
Contributions.   Income  allocable to such  Excess  Contributions
shall  be  calculated by multiplying (i) the income allocable  to
the Participant's Employee Deferral Contributions Account for the
Plan  Year for which the Excess Contribution are made by  (ii)  a
fraction  the numerator of which is the Excess Contribution  made
on the Participant's behalf for the Plan Year and the denominator
of  which  is the balance credited to the Participant's  Employee
Deferral Contributions Account on the last day of such Plan Year,
decreased  by the earnings and increased by the losses  allocable
to such Account for such Plan Year.

                (4)   The  Excess Contribution together with  the
income  allocable thereto, shall at the time of such distribution
be    deducted   from   the   Participant's   Employee   Deferral
Contributions Account.

                (5)   Should the Actual Deferral Percentage of  a
Highly  Compensated Employee be determined on the  basis  of  the
Compensation   and  Employee  Deferral  Contributions   of   such
individual and his family members pursuant to Section 1.16,  then
the   excess  Employee  Deferral  Contributions  of  such  Highly
Compensated  Employee  shall  be determined  and  distributed  as
follows:   first,  the  excess  Employee  Deferral  Contributions
attributable  to the family group shall be determined  by  adding
together   the   Employee   Deferral   Contributions   and    the
Compensation, respectively, of all family members whose  Employee
Deferral Contributions and Compensation are taken into account in
calculating  the  Actual  Deferral  Percentage  of  such   Highly
Compensated  Employee;  and  then the  excess  Employee  Deferral
Contributions so determined shall be allocated among those family
members  in proportion to the Employee Deferral Contributions  of
each  family  member and distributed to them in  accordance  with
such allocation.

             V.3    Limitations   on   Allocation   of   Matching
Contributions to Accounts of Highly Compensated Employees.

           (a)   Definitions.  For purposes of this Section  5.3,
the following definitions shall apply:

                (1)   "Contribution Percentage"  shall  mean  the
average   of   the  ratios  (calculated  separately  for   Highly
Compensated  Employees and for all other Eligible  Employees)  of
(i)  the Company Matching Contributions payable to the Fund under
the  Plan  on behalf of each such Highly Compensated Employee  or
each of the other Eligible Employees for such Plan Year (plus, at
the  election  of  the  Company and  to  the  extent  allowed  by
applicable   Treasury   regulations,   the   Employee    Deferral
Contributions made on behalf of the Highly Compensated  Employees
or  the  other Eligible Employees for the Plan Year) to (ii)  the
Compensation  of the Highly Compensated Employees  or  the  other
Eligible  Employees  for such Plan Year, provided,  however,  the
Contribution Percentage of an Eligible Employee who is  a  Highly
Compensated  Employee  participating in two  (2)  or  more  plans
maintained  by  an  Affiliated Company  shall  be  calculated  in
accordance   with  Section  401(m)(2)(B)  of   the   Code.    The
Contribution  Percentage  for  the  family  unit  of   a   Highly
Compensated  Employee which is subject to the  aggregation  rules
set  forth  in Section 1.16 shall be the Contribution  Percentage
determined  by  combining the Company Matching Contributions  and
Compensation  of  all  eligible  family  members.   The   Company
Matching Contributions and Compensation of all family members are
disregarded  in  determining the actual Contribution  Percentages
for  the  group  of  Employees  who are  not  Highly  Compensated
Employees.

                (2)   "Excess Aggregate Contributions" shall mean
the  excess  of  (i) the amount of Company Matching Contributions
(and  Employee  Deferral  Contributions  taken  into  account  in
computing the Contribution Percentage) actually made on behalf of
Highly  Compensated  Employees for the Plan Year  over  (ii)  the
maximum   amount  of  such  contributions  permitted  under   the
limitations   of   Section   5.3(b).    The   Excess    Aggregate
Contributions of Highly Compensated Employees whose  Contribution
Percentage  is  determined  under the  family  aggregation  rules
described  in  Section  5.2(b)(5) shall be  determined  first  by
reducing  the  Contribution Percentage  in  accordance  with  the
"leveling" method described below and then allocating the  Excess
Aggregate  Contributions  determined  thereby  among  the  family
members in proportion to the Company Matching Contributions  made
on  behalf of each family member who has been combined under  the
family  aggregation  rule.   Under  the  "leveling"  method,  the
Contribution Percentage of a Highly Compensated Employee with the
highest actual Contribution Percentages is reduced to the  extent
required to:

                   (i)       enable  the  Plan  to  satisfy   the
percentage test set forth in Section 5.1(b); or

                (ii)     cause such Highly Compensated Employee's
Contribution  Percentage to equal the Contribution Percentage  of
the   Highly   Compensated  Employee  with   the   next   highest
Contribution Percentage.

This  leveling process must be repeated until the Plan  satisfies
the percentage tests set forth in Section 5.3(b).

           (b)   Any  other provision of the Plan to the contrary
notwithstanding, the average of the Contributing Percentages  for
Highly Compensated Employees for a Plan Year shall not exceed the
greater of:

               (1)  One hundred twenty-five percent (125%) of the
Contribution Percentage for all other Eligible Employees; or

                (2)  The lesser of two hundred percent (200%)  of
the Contribution Percentage for all other Eligible Employees,  or
such  Contribution  Percentage for all other  Eligible  Employees
plus two (2) percentage points.

The  Committee  shall  determine from time to  time  whether  the
Excess Aggregate Contributions made or to be made in any calendar
year  on  behalf of Highly Compensated Employees might cause  the
Plan  to fail to comply with the foregoing limitations.   If  the
Committee  determines  that  such  a  failure  might  occur,  the
Committee   may  reduce  the  percentage  of  Employee   Deferral
Contributions  by  Highly  Compensated  Employees  that  will  be
matched  by the Company pursuant to Section 4.4, or the Committee
may   take   remedial   action  under   Section   5.3(c).    Each
determination by the Committee shall be made in its sole judgment
and shall be conclusive.  In determining the amount of the Excess
Aggregate  Contributions, such determination shall be  made  only
after determination of the excess elective deferral under Section
5.6  and  Section  402(g) of the Code and  the  determination  of
Excess Contributions under Section 5.1 and Section 401(k) of  the
Code.

           (c)   Remedial Action Through Interaction with Section
5.1(b).

                (1)   In  the event that one or more  dollars  of
Employee  Deferral Contributions are distributed to a Participant
as  an  Excess  Contribution under Section 5.2 or  as  an  excess
elective  deferral under Section 5.6, then the Participant  shall
not  be  entitled  to any Company Matching Contributions  on  the
Employee Deferral Contributions so distributed.  Accordingly, any
Company  Matching  Contributions which may have  previously  been
made  upon the distributed Employee Deferral Contributions  shall
be  forfeited  and  shall be used to reduce  any  future  Company
Matching  Contributions required pursuant to  the  provisions  of
Section 4.4.

                (2)   By  reason of such interaction between  the
distribution of excess Employee Deferral Contributions and excess
dollar  deferrals  and  the forfeiture of  the  Company  Matching
Contributions  thereon  from the Participant's  Company  Matching
Contributions   Account,  compliance  with  the  Section   5.1(b)
limitations of the Plan applicable to the Participant's  Employee
Deferral Contributions shall automatically assure compliance with
the  Section  5.3(b) limitations of the Plan  applicable  to  the
Company  Matching  Contributions which may be allocated  for  the
Plan  Year  to  the  Company Matching Contributions  Accounts  of
Participants  who  are  among  the group  of  Highly  Compensated
Employees.   However, should the Contribution Percentage  of  any
Highly  Compensated Employee who participates in both  this  Plan
and any other plan maintained by one or more Affiliated Companies
to  which  after-tax employee contributions or matching  employer
contributions  are  made  for  the  same  Plan  Year  exceed  the
applicable limitation of Section 5.3(b), then the remedial action
provided under such other plan shall be taken, in addition to the
action  required under this Plan, to assure that the Contribution
Percentage  for such Highly Compensated Employee does  not  cause
the Section 5.3(b) limitation to be exceeded for such Plan Year.

                (3)  The income allocable to any Company Matching
Contributions  which  are  forfeited from  the  Company  Matching
Contributions  Account of a Highly Compensated Employee  pursuant
to  the  remedial  provisions of this  Section  5.3(c)  shall  be
calculated  as  follows:   the  income  allocable  to  any   such
forfeited  Company Matching Contributions for the Plan  Year  for
which  such  Company Matching Contributions  are  made  shall  be
calculated  by  multiplying the income allocable to  the  Company
Matching  Contributions Account for the Plan Year for  which  the
forfeited  Company  Matching  Contributions  are  made  shall  be
multiplied  by a fraction the numerator of which is  the  Company
Matching Contributions to be forfeited from such Account and  the
denominator of which is the balance credited to such  Account  on
the  last  day  of such Plan Year, decreased by the earnings  and
increased  by the losses allocable to such Account for  the  Plan
Year.

          (d)  Other Limitations.

                 (1)   In  calculating  the  actual  contribution
percentage test ("ACP Test") of Section 401(m) of the Code for  a
Plan  Year, contributions will be taken into account as  follows:
An  employee contribution is to be taken into account  if  it  is
paid to the trust during the Plan Year or paid to an agent of the
Plan  and  transmitted to the trust within  a  reasonable  period
after  the  end  of the Plan Year.  An excess contribution  would
have been received in cash by the Participant had the Participant
not   elected   to   defer  the  amounts.   A  Company   Matching
Contribution taken into account for a Plan Year only if it is (1)
made  on  account  of  the  Participant's  election  or  employee
contributions   for  the  Plan  Year,  (2)   allocated   to   the
Participant's Account as of a date within that year, and (3) paid
to  the trust by the end of the 12th month following the close of
that  year.  Qualified matching contributions which are  used  to
meet the requirements of Section 401(k)(3)(A) of the Code are not
to  be taken into account for purposes of the ACP test of Section
401(m) of the Code.

                (2)  For purposes of determining whether the Plan
satisfies  the  ACP  Test  of Section 401(m)  of  the  Code,  all
employee  and matching contributions that are made under  two  or
more plans that are aggregated for purposes of Sections 401(a)(4)
and  410(b)  of the Code (other than Section 410(b)(2)(A)(ii)  of
the  Code) are to be treated as made under a single plan and that
if  two or more plans are permissively aggregated for purposes of
Section  401(m), the aggregated plans must also satisfy  Sections
401(a)(4)  and  410(b) of the Code as though they were  a  single
plan.

                (3)   For  purposes  of  calculating  the  actual
contribution  percentage for purposes of Section  401(m)  of  the
Code,  the  actual  contribution ratio of a compensated  employee
will  be  determined  by treating all plans  subject  to  Section
401(m) of the Code under which the Highly Compensated Employee is
eligible   (other  than  those  that  may  not  be   permissively
aggregated) as a single plan.

                (4)  If a Highly Compensated Employee is either a
five  percent owner (as defined in Section 416(i)(1) of the Code)
or  in the group of the ten Highly Compensated Employees paid the
greatest   Compensation  during  the  Plan  Year,  the   combined
Contribution Percentage for the family group (which includes  the
Highly  Compensated Employee and which is treated as  one  Highly
Compensated Employee) shall be determined by combining the after-
tax   contributions,  compensation,  matching  contributions  and
amounts  treated  as matching contributions of all  the  eligible
family   members.   The  after-tax  contributions,  compensation,
matching   contributions   and  amounts   treated   as   matching
contributions of all family members are disregarded for  purposes
of  determining the Contribution Percentage of all  other  Highly
Compensated Employees and non-Highly Compensated Employees.

           V.4   Aggregate  Limitations.  The  Employee  Deferral
Contributions and the Company Matching Contributions for the Plan
Year allocable to the Accounts of Participants who are among  the
group  of Highly Compensated Employees must on an aggregate basis
satisfy one of the following alternative tests:

           (a)   The  sum  of the Actual Deferral Percentage  (as
defined in Section 5.1(a)(i)) and the Contribution Percentage (as
defined in Section 5.3(a)(1)) for the group of Highly Compensated
Employees must not for such Plan Year exceed the sum of  (i)  the
product  of  1.25  and  the greater of (I)  the  Actual  Deferral
Percentage  for the group of non-Highly Compensated Employees  or
(II)  the  Contribution Percentage for the  group  of  non-Highly
Compensated  Employees and (ii) two percentage  points  plus  the
lesser  of  the percentage determined under clause  (I)  or  (II)
above, but in no event may the amount determined under this  item
(ii)  exceed  200%  of  the lesser of  the  clause  (I)  or  (II)
percentage above.

           (b)  The sum of the Actual Deferral Percentage and the
Contribution  Percentage  for  the group  of  Highly  Compensated
Employees must not for such Plan Year exceed the sum of  (i)  the
product  of  1.25  and  the  lesser of (I)  the  actual  deferral
percentage  for the group of non-Highly Compensated Employees  or
(II)  the  Contribution Percentage for the  group  of  non-Highly
Compensated  Employees and (ii) two percentage  points  plus  the
greater  of  the percentage determined under clause (I)  or  (II)
above, but in no event may the amount determined under this  item
(ii)  exceed  200%  of  the greater of the  clause  (I)  or  (II)
percentage above.

            V.5    Remedial  Action.   If  the  Company  Matching
Contributions  and  Employee  Deferral  Contributions   otherwise
allocable for the Plan Year to the Accounts of Highly Compensated
Employees  would not when combined satisfy one of  the  aggregate
percentage  tests  specified in Section 5.4, then  the  following
provisions shall become applicable:

           (a)   Within  two and one-half (22) months  after  the
close  of  the Plan Year, the Excess Combined Contributions  made
for  such Plan Year on behalf of one or more Participants who are
among  the  group of Highly Compensated Employees, together  with
any income allocable to such Excess Combined Contributions, shall
be   reduced  to  zero  (0),  first  through  the  deduction  and
distribution from the Employee Deferral Contributions Accounts of
such   Participants   of  any  Employee  Deferral   Contributions
(together  with the income allocable thereto) for such Plan  Year
which   are  not  otherwise  entitled  to  any  Company  Matching
Contributions   for  that  Plan  Year,  and  then   through   the
simultaneous  (1) deduction and distribution from their  Employee
Deferral  Contributions Accounts of a portion of  their  Employee
Deferral   Contributions  (together  with  the  income  allocable
thereto)  for  such  Plan Year which are entitled  to  a  Company
Matching  Contribution for that Plan Year and (2) deduction  from
their  Company  Matching Contributions Accounts  of  the  Company
Matching   Contributions  (together  with  the  income  allocable
thereto) made on those deducted and distributed Employee Deferral
Contributions.

           (b)   The  term "Excess Combined Contributions"  shall
mean for each Highly Compensated Employee the amount by which the
(i)  Company  Matching  Contributions and the  Employee  Deferral
Contributions (expressed as a percentage of taxable Compensation)
actually  credited for the Plan Year to his Accounts,  determined
after any remedial actions required by Sections 5.2(a) and 5.2(c)
have  been  taken,  exceeds (ii) the maximum combined  percentage
permissible  for  such  individual without contravention  of  the
requirement that the combined Company Matching Contributions  and
Employee  Deferral Contributions satisfy the aggregate percentage
test  of  Section 5.4.  The clause (ii) percentage applicable  to
each   Highly   Compensated  Employee  shall  be  determined   in
accordance  with  the  following  process:  first,  the  combined
percentage  for the Highly Compensated Employee with the  highest
such  percentage  shall be reduced until such reduced  percentage
equals  the  greater of (I) the combined percentage  required  in
order  to  allow the combined Company Matching Contributions  and
Employee   Deferral  Contributions  on  behalf  of   all   Highly
Compensated  Employees to satisfy the limitations of Section  5.4
or  (II)  the  combined  percentage  of  the  Highly  Compensated
Employee  with  the  next highest percentage; then,  the  process
shall be repeated in the order of the combined percentage for the
Highly  Compensated Employees, beginning with the  Employee  with
the  next highest percentage, until the limitation of Section 5.4
is  satisfied for the combined Company Matching Contributions and
Employee  Deferral  Contributions made on behalf  of  all  Highly
Compensated Employees.

          (c)  Remedial action under subparagraph (a) above shall
be  effected with respect to the Highly Compensated Employees  in
proportion  to their Excess Combined Contributions for  the  Plan
Year.

           (d)   The  income  allocable to any Employee  Deferral
Contributions  deducted from the Participant's Employee  Deferral
Contributions  Account pursuant to paragraph (a)  above  and  the
income  allocable to any Company Matching Contributions  deducted
from   his  Company  Matching  Contributions  Account  shall   be
determined   in  accordance  with  the  same  income   allocation
procedures   in   effect  under  Sections  5.3(c)(3)   and   5.6,
respectively,  and  shall be deducted from the Employee  Deferral
Contributions Account and Company Matching Contributions  Account
concurrently with the remedial paragraph (a) action.

           (e)   Any Company Matching Contributions deducted from
the Participant's Company Matching Contributions Account pursuant
to the provisions of this Article V shall nevertheless be treated
as  an Annual Addition under Section 4.8 for the Limitation  Year
for which such Company Matching Contributions are made.  All such
Company Matching Contributions deducted from the Company Matching
Contributions Accounts of Participants pursuant to this Article V
shall  be  applied to the satisfaction of future Company Matching
Contributions.

          V.6  Limitations on Employee Deferral Contributions.

            (a)    In  no  event  shall  the  Affiliated  Company
contribute  on  behalf of any Participant for  the  Participant's
taxable  year  Employee Deferral Contributions which  when  added
together with similar contributions under all plans maintained by
the  Affiliated Company exceed $7,000, as indexed below, (or  the
"Section  402(g)  limit").  If at any point  during  the  taxable
year,  it becomes apparent that a Participant's Employee Deferral
Contributions  will  exceed the $7,000  limit,  as  indexed,  the
Participant's  deferral election will be  reduced  by  unilateral
action  of  the  Committee,  and a flat  dollar  amount  will  be
contributed  to the Participant's Employee Deferral Contributions
Account each pay period for the remainder of the taxable year  so
that  the Participant's aggregate Employee Deferral Contributions
for  the  taxable  year  shall not exceed the  $7,000  limit,  as
indexed.   The flat dollar amount will be expressed in a fraction
the  numerator of which is the difference between the balance  of
the  Employee  Deferral  Contributions Account  and  the  maximum
$7,000  limit, as indexed, and the denominator of  which  is  the
number  of  pay periods left in the taxable year.   If,  however,
there  is  still  an excess dollar deferral at  the  end  of  the
taxable   year,   the  excess  Employee  Deferral   Contributions
(together  with  any  income  thereon)  shall  be  paid  to  such
Participant as a current cash payment.
           (b)  In the event the sum of (i) the Employee Deferral
Contributions made during the Participant's taxable year  by  the
Affiliated Company on behalf of the Employee under this Plan  and
by  any other employer on the Participant's behalf to other plans
complying with Section 401(k) of the Code, (ii) the contributions
made by any other employer during such taxable year on behalf  of
the Employee to the extent not includable as income under Section
402(h)(1)(B) of the Code, and (c) the contributions made  by  any
other  employer on behalf of the Employee during the tax year  to
purchase  an  annuity contract complying with the  provisions  of
Section  403(b)  of  the  Code by reason of  a  salary  reduction
agreement  (as defined under Section 3121(a)(5)(D) of the  Code),
exceeds the $7,000 limit, as indexed below, then all or a portion
of  such excess may be distributed to the Employee by April  15th
of  the year following the close of the taxable year during which
the  excess elective deferral was made in any amount  up  to  the
total excess (plus income allocable to the excess), provided that
no  later than March 1 of such year, or such earlier date as  the
Committee  may elect in its sole discretion, the Participant  has
notified  the  Committee of the portion of  the  excess  Employee
Deferral   Contributions  to  be  distributed  from   the   Plan.
Notwithstanding  the provisions of this Section 5.6,  any  excess
elective  deferrals described hereunder shall be  considered  for
purposes   of   determining   Excess  Contributions   under   the
discrimination rules of this Article V, unless otherwise provided
by  the  applicable  Treasury rules or regulations.   Any  excess
Employee Deferral Contributions made under the Plan which are not
distributed by April 15th after the tax year in which such excess
occurred  shall  be  subject  to  the  distribution  restrictions
applicable to the Employee Deferral Contributions.

            (c)    Notwithstanding  the  foregoing,  the   $7,000
threshold shall be adjusted for each Plan Year commencing  on  or
after  January  1,  1988 to take into account any  cost-of-living
increase adjustment for that Plan Year allowable pursuant to  the
applicable   Treasury  regulations  or  rulings  under   Sections
402(g)(5)  and 415(d) of the Code.  The income allocable  to  the
excess  Employee  Deferral Contributions shall be  calculated  by
multiplying   (1)  the  income  allocable  to  the  Participant's
Employee Deferral Contributions Account for the taxable year  for
which the excess Employee Deferral Contributions are made, by (2)
a fraction the numerator of which is the excess Employee Deferral
Contribution  made on the Participant's behalf for  such  taxable
year and the denominator of which is the balance credited to  the
Employee  Deferral Contributions Account of such  Participant  on
the  last day of the taxable year, decreased by the earnings  and
increased by the losses allocable to such Account for the year.
                           ARTICLE VI

          SPECIAL PROVISIONS FOR STOCK BONUS ACCOUNTS

          VI.1 Special Requirements for Stock Bonus Accounts.

          (a)  In General.  This Section 6.1 shall apply to Stock
Bonus  Account  and shall not eliminate any form of  distribution
otherwise  available under the Plan or the commencement  date  of
that distribution.

           (b)   Investment Directives.  Each Stock Bonus Account
shall remain invested in Company Stock, except to the extent  the
balance credited to that Account is transferred to a Stock  Bonus
Transfer  Account  and   reinvested in  one  (1)  or  more  other
investment funds in accordance with Section 6.3.

           (c)   Time of Distribution.  Notwithstanding any other
provision  of the Plan other than such provisions as require  the
consent  of  the Participant and the Participant's  Spouse  to  a
distribution  with  a  present  value  in  excess  of  $3,500,  a
Participant may elect to have his Stock Bonus Account distributed
as follows:

               (1)  If the Participant incurs a Severance Date by
reason of the attainment of Normal Retirement Age, death or Total
Disability,  the distribution of his Stock Bonus Account  balance
will  begin  not later than one (1) year after the close  of  the
Plan  Year  in  which such event occurs, unless  the  Participant
elects otherwise under the Plan.

                (2)   If the Participant incurs a Severance  Date
for any other reason, and is not reemployed by the Company at the
end  of the fifth (5th) Plan Year following the Plan Year of such
separation from service, distribution of the Participant's  Stock
Bonus  Account balance shall begin not later than  one  (1)  year
after  the close of the fifth (5th) Plan Year following the  Plan
Year in which the Participant separated from service, unless  the
Participant elects otherwise under the Plan.

               (3)  If the Participant separates from service for
a reason other than those described in paragraph (1) above and is
employed  by  the Company as of the last day of the  fifth  (5th)
Plan  Year  following  the  Plan Year  of  such  separation  from
service,  any  distribution  to  the  Participant  prior  to  his
subsequent  separation from service shall be made  in  accordance
with terms of the Plan other than this Section 6.1.

For  purposes of this Section 6.1, Common Stock shall not include
any  employer  securities acquired with the proceeds  of  a  loan
described in Section 404(a)(9) of the Code until the close of the
Plan Year in which such loan is repaid in full.

           (d)  Period for Payment.  Distributions required under
Section  6.1 shall be made in substantially equal annual payments
over  a  period of five (5) years, unless the Participant  elects
otherwise  under  the Plan.  In no event shall such  distribution
period exceed the period permitted under Section 401(a)(9) of the
Code.   Notwithstanding the foregoing provisions of this  Section
6.1(c),  if  the  vested balance of a Participant's  Stock  Bonus
Account  is  in excess of $500,000 (multiplied by the  adjustment
factor in effect pursuant to Section 409(o)(2) of the Code) as of
the  date distribution is required to begin under Section 6.1(b),
then  the distributions required under this Section 6.1 shall  be
made  in  substantially equal annual payments over a  period  not
longer than five (5) years plus an additional one (1) year (up to
an  additional  five (5) years) for each $100,000  increment,  or
fraction   of  such  increment,  by  which  the  value   of   the
Participant's  Stock Bonus Account exceeds $500,000,  unless  the
Participant  elects otherwise under the Plan.  In no event  shall
such  distribution  period  exceed  the  period  permitted  under
Section 401(a)(9) of the Code.

          VI.2 Put Option Requirements.

           (a)   In  General.  This Section 6.2  shall  apply  to
distributions of employer securities which were acquired  by  the
Burr-Brown  Corporation Stock Bonus Plan, in  the  event  Company
Stock  is not readily tradable on an established security  market
and  shall not eliminate any other form of distribution available
under the Plan on the commencement date for that distribution.

           (b)   Put  Option Payment.  Notwithstanding any  other
provisions  of  the Plan, the Plan shall provide the  Participant
with  a put option that complies with the requirements of Section
409(h)  of the Code.  Such put option shall provide that  if  the
Participant exercises such put option, the Company, or the  Plan,
if  the  Plan so elects, shall repurchase the distributed Company
Stock as follows:

                (1)   If  the  distribution constitutes  a  Total
Distribution, payment of the fair market value of the repurchased
Company  Stock  shall  be  made in five (5)  substantially  equal
annual  payments.  The first installment shall be paid  no  later
than  thirty  (30) days after the Participant exercises  the  put
option.   The  Plan will pay a reasonable rate  of  interest  and
provide  adequate security on amounts not paid after thirty  (30)
days.

                (2)   If  the distribution does not constitute  a
Total  Distribution, the Plan shall pay the Participant an amount
equal  to the fair market value of the repurchased Company  Stock
no  later  than thirty (30) days after the Participant  exercises
the put option.

          VI.3 Reinvestment of Stock Bonus Account.

           (a)   Transfer to Rollover Account.  Each  Participant
may  elect  to transfer his or her Stock Bonus Account  from  the
separate  trust  in  which such Account is  presently  maintained
under  the  Plan  to  a  special  Stock  Bonus  Transfer  Account
maintained  under the same trust under which his or her  Employee
Deferral  Contributions Account is maintained.   The  Participant
shall  have  four  (4)  separate  opportunities  to  direct  such
transfer.  Each Participant electing to effect such transfer must
complete  the requisite notification form provided  by  the  Plan
Administrator  and  file  the  completed  form  with   the   Plan
Administrator by the applicable due date indicated below for each
transfer  opportunity.  The actual transfer to  the  Stock  Bonus
Transfer Account will be effected on the date indicated below for
the applicable due date.

               Due Date                 Effective  Date
                  of                              of
              Transfer Notice                    Transfer

              July 24, 1995                  August 4, 1995
              August 28, 1995                September 8, 1995
              January 8, 1996                January 19, 1996
              April 15, 1996                 April 26, 1996

           (b)   Limitation on Transfer Opportunity. The  maximum
number of shares of Company Stock which may be moved to the Stock
Bonus  Transfer  Account  at any one transfer  opportunity  under
Section 6.3(a) shall be limited to the greater of: (i) 150 shares
of  Company Stock or (ii) twenty five percent (250) of the  total
number  of  shares of Company Stock credited to his  Stock  Bonus
Account as of June 30, 1995.

           (c)   Reinvestment  of Stock Bonus  Transfer  Account.
Each  Participant may elect to liquidate in whole or in part  the
Company Stock held in his Stock Bonus Transfer Account and direct
the  reinvestment of the net proceeds into one  or  more  of  the
other  investment funds available under Article VII.   To  effect
such  reinvestment, the Participant must complete  the  requisite
form  provided  by the Plan Administrator and file the  directive
with  the Plan Administrator during the applicable filing period.
The   initial  period  available  for  filing  such  reinvestment
directives  shall commence on July 17, 1995 and continue  through
July 24, 1995, with the actual liquidation and reinvestment to be
effected  on or about August 4, 1995.  Subsequent filing  periods
will  run  concurrently  with the periodic  election  periods  in
effect under Article VII for changing investment elections.   All
Participant reinvestment directives under this Section 6.3  shall
be  effected through the sale in the open market of one  or  more
shares  of  Company Stock held in the Participant's  Stock  Bonus
Transfer  Account and the reinvestment of the net proceeds  among
one  or  more  of  the  investment alternatives  available  under
Article VII in accordance with the Participant's directives.  Any
Stock Bonus Transfer Account reinvested in one or more investment
funds  under  Article  VII shall nevertheless  be  distributable,
following the Participant's Severance Date, in Company  Stock  in
accordance  with  the provisions of Section  6.1(c)  and  Section
11.5, to the extent the Participant requests the distribution  of
that Account in shares of Company Stock.
                          ARTICLE VII

        INVESTMENT FUNDS AND INVESTMENT OF CONTRIBUTIONS

          VII.1     Investment Funds.  A Participant may choose a
Fixed  Income  Investment Sub-Account or  one  or  more  Variable
Income Investment Sub-Accounts.

          VII.2     Investment Elections.  Each Participant shall
make an investment election which will apply to the investment of
his  Accounts in one or more of the various available  investment
funds.    Separate  investment  elections  with  respect   to   a
Participant's different Accounts may not be made.  All investment
choices  by the Participant shall be made pursuant to  rules  and
procedures established by the Committee.

            VII.3       Changes  in  Investment   Elections.    A
Participant  may  elect  to change his investment  election  with
respect  to  future contributions made for him  pursuant  to  the
rules and procedures established by the Committee.

           VII.4     Transfers Between Funds.  A Participant  may
transfer amounts between his Investment Sub-Accounts at any  time
by  notifying the Committee.  Such transfer will be made  on  the
date specified, subject to any restrictions pursuant to rules and
procedures established by the Committee.

           VII.5      Restrictions on Insiders.  Each Participant
who  is  at  the  time  an  officer  or  director  of  Burr-Brown
Corporation subject to the short-swing profit restrictions of the
Federal  securities laws ("Section 16 Insider") may  only  effect
investment   directives  with  respect  to  the  acquisition   or
disposition  of  shares  of  Company  Stock  under  the  Plan  in
accordance with the following provisions:

           (a)   Should the Section 16 Insider elect to have  his
Employee Deferral Contributions invested in whole or in  part  in
shares   of   Company  Stock  on  an  on-going  basis   as   such
contributions are made to the Plan, then the Section  16  Insider
(as  well  as  any other Participant) will have the  right,  upon
proper notice to the Committee, to discontinue such investment at
any time.  However, the Section 16 Insider must, for a period  of
at  least  six (6) months thereafter, cease any further purchases
or  acquisitions of Company Stock under the Plan, whether through
a  reinvestment of the existing balance credited to his  Accounts
or  through any new Employee Deferral Contributions made  to  the
Plan.

           (b)  Directives by a Section 16 Insider to invest  his
Accounts in whole or in part in Company Stock or to liquidate one
or  more shares of Company Stock at the time held in his Accounts
may  only be given by such Section 16 Insider during one  of  the
quarterly  window periods beginning on the third  (3rd)  business
day  following  the  release  to  the  public  of  the  Company's
quarterly  or  annual  financial statements  and  ending  on  the
twelfth (12th) business day following such public release.  In no
event,  however,  may such investment directive with  respect  to
Company Stock be given within six (6) months after the end of the
last  such  window  period  in which  the  Participant  issued  a
previous investment directive with respect to Company Stock.

            (c)   Should  the  Section  16  Insider  direct   the
liquidation of any Company Stock at the time held in his Account,
then  such individual may not, for a period of at least  six  (6)
months  thereafter,  purchase or acquire any  additional  Company
Stock  under  the  Plan, whether through a  reinvestment  of  the
existing  balance  credited to his Account  or  through  any  new
Employee  Deferral Contributions made to the Plan.   Accordingly,
any  on-going  election by such Section 16 Insider  to  have  his
Employee  Deferral  Contributions  applied  to  the  purchase  of
Company  Stock  must  be suspended for at least  six  (6)  months
following the investment directive to liquidate any Company Stock
held in his Account.

                          ARTICLE VIII

                      INDIVIDUAL ACCOUNTS

           VIII.1     Accounts for Participants.   The  following
Accounts may be established under the Plan for a Participant:

           (a)   An Employee Deferral Contributions Account shall
be   established   for  each  Participant.    Employee   Deferral
Contributions directed by a Participant shall be allocated to the
Participant's Employee Deferral Contributions Account.

            (b)   A  Company  Profit  Sharing  Account  shall  be
established   for  each  Participant.   Company  Profit   Sharing
Contributions  for  a  Participant  shall  be  allocated  to  the
Participant's  Company  Profit Sharing Contributions  Account  in
accordance with Section 4.5.

           (c)  A Company Matching Contributions Account shall be
established for each Participant.  Company Matching Contributions
for a Participant shall be allocated to the Participant's Company
Matching Contributions Account.

          (d)  A 1986 Profit Sharing Account shall be established
for each Participant who participated in the Plan prior to 1987.

           (e)   A  Rollover  Account shall  be  established,  as
provided in Section 4.6.

           (f)   A  Stock Bonus Account shall be established  for
each Participant who had an account in the Burr-Brown Corporation
Stock  Bonus Plan which was merged into this Plan effective  July
1, 1989.

            (g)    A  Stock  Bonus  Transfer  Account  shall   be
established for each Participant who transfers all or part of his
Stock  Bonus Account to such Transfer Account in accordance  with
Section 6.3.

Accounts  shall be for bookkeeping purposes only, and, except  as
may  be  otherwise necessary with respect to one of the Accounts,
the  establishment of Accounts shall not require any  segregation
of the Fund's assets.

           VIII.2    Valuation of Accounts.  As of each Valuation
Date, the value of each Account shall be adjusted to reflect  the
effect of distributions, withdrawals, transfers, income, realized
and  unrealized profit and losses, contributions  and  all  other
transactions  with  respect  to the Fund  since  the  immediately
preceding  Valuation Date in accordance with a method adopted  by
the  Committee  which  is  consistently  followed  and  uniformly
applied.   For  purposes of this Section 8.2,  the  value  of  an
Account  will  be  the  fair market value as  of  the  applicable
Valuation  Date.   A  Participant's Account  may  be  subject  to
charges  and expenses involved in administering the Plan pursuant
to Section 19.4.  Any of such charges and expenses may instead be
paid by the Company, at the Company's sole election.

           VIII.3    Rollover Accounts.  With the consent of  the
Committee, which shall be granted in its sole discretion and only
if it is certain that the amount to be transferred constitutes  a
Rollover  Contribution, an Employee may transfer to the  Fund  an
amount that constitutes a Rollover Contribution.  Notwithstanding
any  provisions of the Plan to the contrary, the following  shall
apply with respect to a Rollover Contribution:

           (a)   A Rollover Account shall be established for each
Employee  who makes a Rollover Contribution.  Commencing  on  the
date  the  Rollover Contribution is transferred to the Fund,  the
Rollover  Account shall share in the earnings or  losses  of  the
Fund for such Plan Year in the manner described in Section 8.2.

           (b)   A  Rollover  Account shall  be  treated  in  all
respects  the same as all other Accounts except that  no  Company
contributions shall ever be added to a Rollover Account.

           (c)   An  Employee  shall be treated  the  same  as  a
Participant  hereunder from the time of the transfer  (but  shall
not  actually  be a Participant until satisfying the requirements
of  Article  III,  and  shall be eligible for  an  allocation  of
Employee  Deferral Contributions hereunder only  upon  satisfying
all  requirements of the Plan as though this Section were  not  a
part hereof).

           (d)  A Rollover Contribution shall not be accepted  by
the  Committee  if  it is a direct or indirect  transfer  of  any
assets  of  any qualified plan under Section 401(a) of  the  Code
which is required to provide annuity distributions to terminating
participants  pursuant  to the provisions  described  in  Section
401(a)(11)(B)(iii)(III) of the Code.

                           ARTICLE IX

                            VESTING

           IX.1  Vesting  in the Employee Deferral  Contributions
Account, the 1986 Profit Sharing Account, the Stock Bonus Account
and the Rollover Account.  An Employee's interest in his Employee
Deferral  Contributions  Account, 1986  Profit  Sharing  Account,
Stock Bonus Transfer Account and Rollover Account herein shall be
fully vested at all times.

           IX.2 Vesting in Company Matching Contributions Account
and  the  Company  Profit  Sharing  Contributions  Account.   The
Participant's   interest   in   his   Company   Profit    Sharing
Contributions Account and Company Matching Contributions  Account
shall become fully vested at the earliest of the following dates:

           (a)   The  date  of the Participant's death  while  an
Employee of an Affiliated Company,

            (b)    The  date  the  Participant  incurs  a   Total
Disability,

           (c)  The Participant's attainment of Normal Retirement
Age,

          (d)  The date of termination of this Plan, or

           (e)  The date the Participant completes four (4) years
of Vesting Service.

           IX.3  Determination of Vested Interest in the  Company
Profit   Sharing  Contributions  Account  and  Company   Matching
Contributions Account in the Event of a Severance Date.  Prior to
the  date that the Participant's nonforfeitable interest  in  his
Company Profit Sharing Contributions Account and Company Matching
Contributions  Account becomes fully vested pursuant  to  Section
9.2,  his nonforfeitable interest in those Accounts shall be  the
appropriate percentage under the following table:

       Years of Vesting               Nonforfeitable
           Service                      Percentage

          less than 1                       0%
          1 but less than 2                25%
          2 but less than 3                50%
          3 but less than 4                75%
          4 or more                       100%

Any  amounts credited to the Company Profit Sharing Contributions
Account  or Company Matching Contributions Account in  which  the
Participant  is  not vested may be forfeited in  accordance  with
Sections  9.4 and 11.3.  In the event the Participant's  unvested
benefits  are  not otherwise earlier forfeited,  such  non-vested
benefits  shall  in all events be completely forfeited  upon  his
incurrence of a Period of Severance of sixty (60) months or more.

           IX.4  Restoration  of Forfeiture.   If  a  Participant
incurs  a  Severance Date and thereby ceases to  be  an  Employee
prior to the time he is one hundred percent (100%) vested in  his
Company  Matching  Contributions Account  and/or  Company  Profit
Sharing  Contributions Account and he receives a distribution  of
his  entire vested interest in his Company Matching Contributions
Account, or Company Profit Sharing Contributions Account pursuant
to  Section  11.4  prior to sustaining a Period of  Severance  of
sixty (60) months or more, the entire unvested amount credited to
the  Participant's  applicable Accounts shall  be  forfeited  and
reallocated in accordance with the provisions of Section 11.3  as
of  the  year-end Valuation Date coincident with  or  immediately
following such distribution.  If such Participant shall become an
Employee prior to sustaining a Period of Severance of sixty  (60)
months or more, such individual shall resume participation in the
Plan  in accordance with Section 3.4, and an amount equal to  the
amount  forfeited from each Account in connection with his  prior
distribution  shall  be  restored to that  Account,  provided  he
repays  in  full the amount distributed from that Account  on  or
before the earlier of the fifth (5th) anniversary of the date  of
his  resumption of Employee status or his incurrence of a  Period
of  Severance of sixty (60) months or more.  Forfeitures for  the
year of restoration will be used to restore such amounts.  In the
event there are not sufficient forfeitures, the Company will make
a  special  contribution to complete the restoration.   Under  no
circumstances  shall  Service rendered by a Participant  who  has
previously incurred a Period of Severance of sixty (60) months or
more,  be  taken  into account in determining the  percentage  to
which  the  Participant is vested in that portion of his  Company
Profit   Sharing   Contributions  Account  or  Company   Matching
Contributions    Account   (including   allocated    forfeitures)
attributable  to  contributions made  prior  to  such  Period  of
Severance of sixty (60) months or more.

           IX.5 Amendments to Vesting Schedule.  No amendments to
the  vesting  provisions set forth in Sections  9.1  through  9.3
shall  deprive an Employee who is a Participant on the  later  of
(a)  the  date  the  amendment is adopted, or (b)  the  date  the
amendment is effective, of any nonforfeitable benefit to which he
is  entitled under the Plan (determined as of such date)  without
regard  to  such amendment.  If the vesting provisions designated
in  Sections 9.1 through 9.3 are amended, each Participant  whose
benefits  would  be determined under such schedule  and  who  has
completed three (3) years of Vesting Service shall have the right
to  elect,  during the period computed pursuant to  this  Section
9.5, to have his nonforfeitable benefit determined without regard
to  such amendment; provided, however, that no election shall  be
provided to any Participant whose nonforfeitable percentage under
the  schedule,  as amended, cannot at any time be less  than  the
percentage  computed  without  regard  to  such  amendment.   The
election  period  shall  commence on the date  the  amendment  is
adopted  and  end  on the latest of: (a) sixty  (60)  days  after
adoption  of  the  amendment,  (b)  sixty  (60)  days  after  the
effective date of the amendment, or (c) sixty (60) days after the
Participant  is  notified  of the amendment  in  writing  by  the
Company  or  Committee.  Such election, if  exercised,  shall  be
irrevocable, and shall be available only to an Employee who is  a
Participant when the election is made.
                           ARTICLE X

                 WITHDRAWALS DURING EMPLOYMENT

          X.1  In-Service Withdrawals.  Subject to the limitation
of  Section  10.2,  a  Participant who has incurred  a  Financial
Hardship, as hereinafter described in Section 10.2, may  withdraw
all   or  a  portion  of  the  value  of  his  Employee  Deferral
Contributions Account or Rollover Account.

          X.2  Withdrawal Rules.  Withdrawals pursuant to Section
10.1 shall be permitted subject to the following rules:

           (a)   Withdrawals  shall be made by filing  a  written
request  with  the  Committee on such form as the  Committee  may
prescribe.   Withdrawals  shall take effect  as  of  the  date  a
written request is approved by the Committee, and payment of  the
amount  to  be  withdrawn shall be made as  soon  as  practicable
thereafter.

          (b)  All withdrawals shall be paid in a lump sum.

           (c)   All  withdrawals  shall first  be  made  from  a
Participant's  Rollover  Account  and  then  from  his   Employee
Deferral Contributions Account.

           (d)   The Committee shall approve a distribution  from
the  Fund to a Participant due to Financial Hardship only in  the
event  such  distribution  is necessary  to  meet  the  Financial
Hardship of the Participant.

                (1)   There is a Financial Hardship only  if  the
reason  for the distribution would be to pay one of the following
expenses:

                      (i)   Medical  expenses  (as  described  in
Section 213(d) of the Code) of the Participant, the Participant's
spouse or dependents;

                     (ii)  Costs directly related to the purchase
(excluding mortgage payments) of the principal residence  of  the
Participant;

                     (iii)      Tuition  and related  educational
fees  for the next twelve (12) months of post-secondary education
for the Participant, the Participant's spouse or dependents; or

                      (iv)  Expenses  necessary  to  prevent  the
eviction  from, or foreclosure on the mortgage of, the  principal
residence of the Participant.

                (2)   If  there  is  a Financial  Hardship  under
subparagraph (1) above, distribution will be considered necessary
to  satisfy  the  Financial  Hardship  if  made  subject  to  the
following requirements:

                     (i)   The amount distributed must not exceed
the  amount  needed (which may include amounts necessary  to  pay
income taxes and penalties resulting from the distribution).

                     (ii) The Participant must have obtained  all
distributions and nontaxable loans available under this Plan  and
any  other qualified plan maintained by the Company or any  other
Affiliated Company.

                      (iii)       If  the  Participant  withdraws
amounts from his Employee Deferral Contributions Account, he will
be  suspended from making elective and after-tax contributions to
this Plan or any other qualified plan of the Company or any other
Affiliated  Company for a period of at least twelve  (12)  months
following the receipt of the distribution.

                     (iv)  For  purposes of Section 4.4,  if  the
Participant  withdraws  from his Employee Deferral  Contributions
Account,   the  Section  5.6  limitation  on  Employee   Deferral
Contributions  for  the  year  subsequent  to  the  year  of  the
distribution  shall  be reduced by the total amount  of  Employee
Deferral Contributions made by the Participant during the year of
the distribution.

          (e)  If a Participant's Account subject to a withdrawal
is  invested  in  more than one investment fund,  the  withdrawal
shall  be  made  from  such  fund or  funds  as  elected  by  the
Participant.   In  the absence of such election,  the  withdrawal
shall be made pro-rata from each such fund.

            (f)    Distributions  from  the   Employee   Deferral
Contributions  Account of a Participant on account  of  Financial
Hardship  shall  not  exceed the Employee Deferral  Contributions
made  on behalf of the Participant; the income allocable  to  the
Participant's Employee Deferral Contributions Account  shall  not
be included in the distributable amount.

           X.3   Withdrawal  of  Company Matching  Contributions.
Effective December 23, 1994, Participants may only withdraw  that
portion   of   their   Company  Matching  Contributions   Account
consisting  of  pre-1993  Company  Matching  Contributions   (and
earnings) that have been in the Plan for two years.
                           ARTICLE XI

          DISTRIBUTION UPON TERMINATION OF EMPLOYMENT

          XI.1 Death.  Upon the death of the Participant while in
Employee  status,  a  distribution of the deceased  Participant's
Accrued  Benefit  shall  be made to his  Beneficiary  in  Company
Stock,  to the extent the Participant's Accounts are invested  in
Company  Stock  and the balance in cash; provided,  however,  the
Beneficiary  may  elect  to receive the cash  equivalent  of  the
Company  Stock  held  in  all Accounts  except  the  Stock  Bonus
Account.   The Participant shall have the unrestricted  right  to
designate one or more Beneficiaries to receive the death benefits
to  which  he  is  entitled hereunder, and  to  change  any  such
designation.    However,  if  an  individual   other   than   the
Participant's  Spouse is named as Beneficiary,  then  the  Spouse
must  consent in writing to the Participant's designation of such
other Beneficiary, and such consent form must be witnessed  by  a
notary  public or a member of the Committee and must  acknowledge
the effect such designation will have upon the benefits otherwise
payable  to  the  Spouse under the Plan.  Each  such  Beneficiary
designation shall be evidenced by a written instrument filed with
the  Committee.   If such designation is not  on  file  with  the
Committee at the time of the death of the Participant, or if  for
any   reason  in  the  sole  discretion  of  the  Committee  such
designation  is  defective,  then the  Participant's  Spouse,  if
living, his children, if living, or his estate, in that order  of
preference,  shall be conclusively deemed to be  the  Beneficiary
designated to receive such benefit.  Notwithstanding this spousal
consent  requirement,  if  the  Participant  establishes  to  the
satisfaction  of a Plan representative that such written  consent
may  not  be  obtained because there is no Spouse or  the  Spouse
cannot  be  located, the Beneficiary designation shall  be  valid
without  spousal  consent.  Any spousal consent  necessary  under
this provision shall be valid only with respect to the Spouse who
signs  the  consent.  Should the Participant designate  a  person
other than (or in addition to) his Spouse as Beneficiary and  not
obtain  the  spousal consent to such designation  required  under
this  Section 11.1, then any benefits payable under the Plan upon
the   Participant's  death  shall  be  paid   entirely   to   the
Participant's surviving Spouse.

           XI.2  Payments Upon Separation from Service.   Upon  a
Participant's   separation   from  service,   the   Participant's
nonforfeitable  interest  in his or her Accounts,  determined  in
accordance  with Article IX, shall be distributed  in  accordance
with  the  provisions  of this Article XI.   If  the  Participant
should  die  prior  to full payment of his or her  nonforfeitable
interest  under the Plan, payment shall be made  to  his  or  her
Beneficiary in accordance with Section 11.1.  To the  extent  the
nonforfeitable  balance  of  one or  more  of  the  Participant's
Accounts  (including  his or her Stock Bonus   Account  or  Stock
Bonus  Transfer Account) is invested in shares of Company  Stock,
the  Participant (or his or her Beneficiary) may elect to receive
the  distribution of that balance in such shares or in  the  cash
equivalent of those shares.

          XI.3 Forfeiture of Non-vested Benefits.  The non-vested
portion  of each of the Participant's Accounts shall be forfeited
as of the Valuation Date as of which the Participant receives his
distribution under Section 11.2.  The non-vested portion  of  any
amounts credited to him but not yet allocated to his Accounts  as
of the Valuation Date shall also be forfeited.  Forfeitures shall
be  applied  first  to  restore  Accounts  of  rehired  Employees
pursuant  to  Section  9.4  and then  to  reduce  future  Company
contributions.

          XI.4 Timing of Distributions.

           (a)  The Accrued Benefit to which a Participant or his
Beneficiary becomes entitled in accordance with this  Article  XI
shall  be  paid  in  a lump sum at such time as  the  Participant
elects  in  his  written  election  to  the  Committee.   If  the
Participant's vested Account balances have always been  equal  to
or less than $3,500, the Committee shall have the right to direct
the  Trustee  to  distribute the vested Account balances  to  the
Participant  in  a  lump  sum as soon as  practicable  after  the
Valuation Date ending after his Severance Date.  In the  case  of
death  or retirement on or after the Normal Retirement Date,  the
lump sum payment of the vested Account balances shall be made  as
soon  as  practicable after the Valuation Date ending  after  the
Severance  Date.   In  all other cases,  the  Committee  may  not
immediately   distribute  benefits  without   the   Participant's
consent.   The  term  "immediately  distribute"  shall  mean  the
distribution  is  made prior to Normal Retirement  Age.   If  the
Participant's  aggregate vested Account balances exceeds  $3,500,
no  distribution shall be made to the Participant  prior  to  his
attainment  of  Normal Retirement Age, unless  the  Participant's
written consent to any earlier distribution is obtained not  more
than  ninety  (90)  days  prior  to  the  distribution  date.   A
Participant's  failure to so consent shall be  deemed  to  be  an
election  to  defer  commencement of  any  benefit  distribution.
Until such time as the amounts in the Participant's Accounts  are
paid to him or his Beneficiary, the amounts in his Accounts shall
remain  deposited  in  the Participant's  appropriate  investment
funds and shall continue to share in the investment earnings  and
losses of those funds.  Distributions of all Accounts other  than
Company  Stock distributed from the Stock Bonus Account shall  be
made in lump sum distribution.

           (b)   Not  less  than thirty (30) days nor  more  than
ninety (90) days prior to the date specified for distribution the
Participant  shall be provided with written information  relating
to  his  right to defer such distribution in accordance with  the
guidelines  of  this Section 11.4.  After incurring  a  Severance
Date as described in Sections 11.1 and 11.2, determination of the
value  of the Participant's distribution shall be made as of  the
Valuation  Date  immediately preceding  the  date  on  which  the
Participant  takes distribution.  However, such distribution  may
commence less than thirty (30) days after the written information
is   provided   to  such  Participant  (provided  that   Sections
401(a)(11)  and 417 of the Code do not apply), if  the  Committee
(1)  clearly informs the Participant that he has the right  to  a
period  of  at  least  thirty  (30)  days  after  receiving  such
information  to  consider whether or not to elect a  distribution
(and,  if applicable, a particular distribution option); and  (2)
the  Participant, after receiving such information, affirmatively
elects a distribution.

           (c)  Notwithstanding anything in this Section 11.4  or
in Section 11.5 to the contrary, unless the Participant otherwise
agrees,  the  distribution  of the Participant's  Accounts  shall
commence  no  later than sixty (60) days after the close  of  the
Plan  Year in which the Participant attains age 65, or  in  which
occurs  the  tenth (10th) anniversary of the year  in  which  the
Participant commenced participation in the Plan, or in which  the
Participant terminates his employment with the Company, whichever
occurs  last.   However, the benefits payable  to  a  Participant
under  this  Section  11.4 or Section 11.5 shall  in  all  events
commence no later than April 1 of the year following the calendar
year in which he attains age 702.

          XI.5 Forms and Timing of Distributions from Stock Bonus
Account.

           (a)   Subject  to  the terms of Article  VI,  after  a
Participant  incurs a Severance Date described in  Sections  11.1
and  11.2,  determination  of  the  value  of  the  Participant's
distribution from his Stock Bonus Account shall be made as of the
Valuation  Date  immediately preceding  the  date  on  which  the
Participant  takes distribution.  If the vested  balance  of  the
Participant's entire Stock Bonus Account has always been equal to
or less than $3,500, the Committee shall have the right to direct
the  Trustee to distribute the vested Stock Bonus Account balance
to the Participant in the form of a lump sum distribution as soon
as   practicable  after  the  Valuation  Date  ending  after  the
Severance Date.  In the case of death or retirement on  or  after
the  Normal  Retirement Date, payment shall commence as  soon  as
practicable  after the Valuation Date ending after the  Severance
Date.   In  all  other cases, the Committee may  not  immediately
distribute benefits without the Participant's consent, subject to
Section  11.4.  The term "immediately distribute" shall mean  the
distribution is made prior to Normal Retirement Age.  If  consent
is  required, the Participant must consent to the timing  of  the
distribution.   A  Participant's failure to so consent  shall  be
deemed  to  be an election to defer commencement of  any  benefit
distribution.    Until  such  time  as   the   amounts   in   the
Participant's  Account  is paid to him or  his  Beneficiary,  the
amounts in his Stock Bonus Account shall remain deposited in such
Account.

          (b)  If distribution from the Participant's Stock Bonus
Account  is  made in installments pursuant to the  provisions  of
Article VI and such installment distribution is not completed  by
the Required Beginning Date (which, for purposes of this Section,
shall  mean  April 1 of the calendar year following the  calendar
year  in  which  the  Employee  attains  age  702),  or  if   the
Participant  has not otherwise begin to receive the  distribution
of  his  Accounts under the Plan prior to such Required Beginning
Date, then the unpaid balance credited to the Stock Bonus Account
or  all  Accounts, as the case may be, on the Required  Beginning
Date  shall  be  distributed  in  accordance  with  the  proposed
Treasury  regulations  under  Section  401(a)(9)  of  the   Code,
including    the   minimum   distribution   incidental    benefit
requirements   of  section  1.401(a)(9)-2  of  such  regulations.
Accordingly, in determining the minimum amount to be  distributed
to  such Participant in each calendar year following the calendar
year  in  which  the  Participant attains age  702,  the  minimum
distribution  rules  of Section 401(a)(9) of  the  Code  and  the
proposed  Treasury regulations thereunder shall apply as  follows
and  shall  supersede any other distribution  provisions  to  the
contrary in the Plan:

                (1)  The minimum amount distributed each calendar
year must not be less than the quotient obtained by dividing  the
adjusted vested balance of the Participant's Stock Bonus  Account
or all Accounts, as the case may be, as valued in accordance with
subparagraph  (2)  below  by the applicable  life  expectancy  in
effect  for the Participant, reduced by one (1) for each calendar
year  which elapses since the date such life expectancy  is  last
calculated in accordance with subparagraph (3) below.

                 (2)    The  adjusted  vested  balance  of   each
applicable Account for the first minimum distribution  year  (the
calendar year in which the Participant attains age 702) shall  be
the  value of such Account as of the last Valuation Date  in  the
calendar   year   immediately  preceding  the   start   of   such
distribution  year.  The adjusted vested balance of such  Account
for  the  second minimum distribution year shall be the value  of
that  Account as of the last Valuation Date in the calendar  year
immediately  preceding  the  start  of  such  distribution  year,
reduced by the amount of the required distribution for the  first
minimum  distribution year, to the extent paid to the Participant
in  the  second  distribution year  on  or  before  the  Required
Beginning  Date.  The adjusted vested balance of the Account  for
each  succeeding minimum distribution year shall be the value  of
such  Stock  Bonus Account as of the last Valuation Date  in  the
calendar   year   immediately  preceding  the   start   of   that
distribution  year.   The  value  of  the  Account  will  in  all
instances   be   increased   for   any   participating    Company
contributions  or  forfeitures allocated to, or  reduced  by  any
distributions  or  withdrawals made from, the Account  after  the
applicable  Valuation Date and prior to the start of the  minimum
distribution year to which such Valuation Date relates.

                (3)  The applicable life expectancy shall be  the
life expectancy of the Participant and shall be calculated on the
basis of his attained age on his birthday in the calendar year in
which  he attains age 702.  The return multiples in Tables V  and
VI  of  Section  1.72-9  of  the Treasury  regulations  shall  be
utilized  in the determination of the applicable life  expectancy
period.   The  life expectancy of the Participant  shall  not  be
recalculated during the minimum distribution period.

                (4)   The first calendar year for which a minimum
distribution  shall be required under this Section 11.5(b)  shall
be  the  calendar year in which the Participant attains age  702,
and  such  distribution shall be made no later than the  Required
Beginning  Date.  Each subsequent minimum distribution  shall  be
made  no  later than the last day of the calendar year for  which
such  distribution  is required, with the first  such  subsequent
distribution to be made no later than December 31 of the calendar
year  immediately  following  the  calendar  year  in  which  the
Participant attains age 702.

                (5)   Should  the minimum distributions  required
under  this Section 11.5(b) commence prior to the date  on  which
the  Participant ceases Employee status, then the  unpaid  vested
balance credited to the Participant's Stock Bonus Account at  the
time  of  his  subsequent cessation of Employee  status  for  any
reason (including death) shall be distributed over the shorter of
the  following  two  periods:  (i) the  balance  of  the  minimum
distribution  period in effect for the Participant  or  (ii)  the
installment distribution period in effect for that Account  under
Article VI; for all other Accounts, the distribution will be made
in  the form of a lump sum payment under Section 11.4(a).  In  no
event  may  the  distribution in any  calendar  year  within  the
applicable period be less than the minimum distribution  required
for   such   calendar  year  in  accordance  with  the  preceding
provisions of this Section 11.5(c).  In addition, the Participant
(or the designated Beneficiary of a deceased Participant) may, at
any time following such cessation of Employee status, request  an
immediate  lump sum distribution of the unpaid vested balance  of
the Stock Bonus Account.
          XI.6 Participant Payment Election Regarding Stock Bonus
Transfer  Account.   A  Participant  may  elect  to  receive  the
distribution of the nonforfeitable balance of any Stock Bonus  or
Stock Bonus Transfer Account maintained for him or her under  the
Plan  in  shares of Company Stock, whether or not that particular
Account  is  at  the  time actually invested  in  Company  Stock.
However,   no  fractional  share  of  Company  Stock   shall   be
distributed,  and  the  value  of  that  fractional  share  shall
accordingly  be paid in cash.  All distributions from  the  Stock
Bonus  Accounts  and the Stock Bonus Transfer Accounts  shall  be
made  in accordance with the provisions of Article VI and Section
11.5.

           XI.7 Unclaimed Amounts; Notices.  Neither the Company,
the Committee nor the Trustee shall be obliged to search for,  or
ascertain  the  whereabouts of, any Participant  or  Beneficiary.
The  Committee, by certified or registered mail addressed to  the
Participant's or Beneficiary's last known address of record  with
the  Committee  or the Company, shall notify any  Participant  or
Beneficiary that he is entitled to a distribution under the Plan.
In  the  event that the Participant or Beneficiary shall make  no
claim  for  benefits  or shall fail to make his  correct  address
known,  the  Committee may direct the Trustee  to  segregate  the
Participant's  Accounts  in  interest-bearing  deposits  with   a
federally insured institution, and the Committee and the  Trustee
shall have no other investment responsibility with regard to such
benefits.   After  so  segregating such benefits,  the  Committee
shall   notify   the  Social  Security  Administration   of   the
Participant's or Beneficiary's failure to claim the  distribution
to  which he is entitled.  The Committee shall request the Social
Security  Administration to notify the Participant or Beneficiary
in  accordance  with any procedures it has established  for  this
purpose.  The segregated deposits shall be entitled to all income
they earn and shall bear all expense or loss they incur.

           XI.8  Direct Rollovers.  Notwithstanding any provision
of  this  Plan  to  the  contrary that would  otherwise  limit  a
Distributee's election under this Plan, a Distributee shall  have
the   right,   exercisable  in  accordance  with  the   procedure
established  by the Committee in compliance with Section  402  of
the  Code,  to  have  all or any portion of an Eligible  Rollover
Distribution  from  this Plan paid as a  Direct  Rollover  to  an
Eligible Retirement Plan designated by such Distributee.

           XI.9 Payment Upon Sale of Substantially all the Assets
or  a Subsidiary.  A Participant's nonforfeitable interest in his
or  her Employee Deferral Account, determined in accordance  with
Article   IX,  may  be  distributed  upon  either  the  sale   or
disposition  by  the  Company  to  an  unrelated  corporation  of
substantially all of the assets used in the trade or business  or
the  sale  or  disposition by the Company of its  interest  in  a
subsidiary  to  an  unrelated entity, but only  with  respect  to
Participants   who   continue  employment  with   the   acquiring
corporation  and if the acquiring corporation does  not  maintain
the Plan after the disposition.
                          ARTICLE XII

                             LOANS

          XII.1     Loan Applications.  Except as provided below,
each  Participant  or other "party in interest"  (as  defined  in
Section  3(14) of the Act) who has an interest in the outstanding
balance  of  any  Employee  Deferral  Contributions  Account  and
Rollover  Account  may  submit  a  written  application  to   the
Committee for a loan from the Plan in an amount not in excess  of
the  maximum amount allowable under Section 12.2.  The  Committee
shall  act  on  each  loan application  in  a  uniform  and  non-
discriminatory  manner.   The  Committee  shall  not  reject  any
application  on the basis of the applicant's age or sex  but  may
make  distinctions  on  the  basis  of  the  applicant's  credit-
worthiness and financial need.

          XII.2     Loan Terms.  Upon approval of any application
under  Section  12.1, the Committee shall direct the  Trustee  to
make  a  loan  to the applicant in accordance with the  following
provisions:

           (a)   The  minimum amount an individual may borrow  is
$1,000,  or such smaller amount as the Committee shall  establish
from time to time.

           (b)   The  maximum amount of the loan shall not  (when
added  to  the  outstanding balance of  all  other  loans  ("Plan
Loans")  made  to  the applicant under this  Plan  or  any  other
defined  benefit  or  defined  contribution  plan  to  which  any
Affiliated Company contributes) exceed the lesser of:

                (1)   $50,000 (less the excess of (i) the highest
principal  amount in the aggregate outstanding  under  any  other
Plan  Loans  to  the  applicant during the immediately  preceding
twelve  (12)  months  over  (ii) the aggregate  principal  amount
outstanding under such Plan Loans on the date such loan is made);
or

                (2)   fifty  percent (50%) of the vested  balance
credited to the Employee Deferral Contributions Account, Rollover
Account,  Company Matching Contributions Account, Company  Profit
Sharing Contributions Account and 1986 Profit Sharing Account  at
the  time  the  loan  is  made  (as determined  pursuant  to  the
valuation provisions of Section 8.2).

           In  no event, however, shall the amount loaned to  the
applicant  exceed  one  hundred percent  (100%)  of  the  balance
credited  to  the  Employee  Deferral Contributions  Account  and
Rollover Account at the time the loan is made, less any earmarked
investments credited to such Account under Section 12.5.

          (c)  The cost of processing the loan application may be
deducted from the Employee Deferral Contributions Account  and/or
the Rollover Account or may be withheld from the amount borrowed,
at the discretion of the Committee.

           (d)   The  loan shall be evidenced by the  applicant's
promissory  note in the amount of the loan, made payable  to  the
order of the Trustee.

           (e)  The loan shall have a fixed term not in excess of
five (5) years (or fifteen (15) years if the proceeds of the loan
to  a  Participant are applied to the acquisition of real  estate
which  is  to  serve  as  his  primary  residence),  subject   to
acceleration  upon the occurrence of (1) the applicant's  failure
to pay any installment of principal or interest when due, (2) the
applicant's qualification for an immediate distribution from  the
Plan  or,  if  the applicant is a Participant, his  cessation  of
Employee status, (3) the filing of bankruptcy proceedings  by  or
against  the applicant, the assignment of the applicant's  assets
for the benefit of his creditors or the appointment of a receiver
for  the  applicant's  assets, or  any  other  similar  event  of
acceleration specified in the promissory note.

           (f)   The  loan shall bear a market rate of  interest,
payable  at least annually.  Such market rate shall be determined
on  the  basis  of the interest rates charged for similar-purpose
loans   by  banks  and  other  reputable  financial  institutions
selected by the Committee as representative lenders.

           (g)  The loan shall be adequately secured through  the
conveyance  to  the Fund of a security interest in fifty  percent
(50%) of the applicant's right, title and interest in and to  all
Accounts under the Plan.

            (h)   The  loan  shall  be  repayable  through  level
amortization  payments over the term of the loan.  Such  payments
shall  be  effected through periodic payroll deductions from  the
applicant's  salary and other cash earnings each  payroll  period
the loan is outstanding; provided, however, if payroll deductions
are  impossible  (e.g., the applicant is on an  unpaid  leave  of
absence)   the   loan  shall  be  repayable  in   periodic   cash
installments payable at least quarterly.

          (i)  The remaining terms and conditions of the loan and
related documentation shall be established by the Committee.

           (j)  The provisions of this Article XII and loans made
hereunder shall be interpreted and construed so as to prevent any
such  loan  from  being treated as a taxable  distribution  under
Section 72(p) of the Code.

           XII.3      Offset  Rights.  If  the  borrower  is  the
Participant,  then  no distributions shall be effected  from  his
Accounts  at  any  time after his cessation of  Employee  status,
unless  and  until  all loans under this Article  XII,  including
interest  thereon, have been repaid in full.   Should  any  other
person become entitled to a distribution under the Plan at a time
when  one  or  more  Article  XII loans  to  such  person  remain
outstanding,  then the unpaid balance of such loans shall  become
immediately due and payable, up to an amount equal to the  amount
to  be  distributed  to him under the Plan.  The  Trustee  shall,
accordingly, collect such accelerated indebtedness by withholding
it  from  and offsetting it against the amount to be distributed.
To  the  extent  any Qualified Domestic Relations Order  requires
payment  to  an  Alternate  Payee  at  a  time  when  a  loan  is
outstanding  to the Participant from whose Account the  Qualified
Domestic  Relations Order requires payment,  the  terms  of  such
Order shall control.

           XII.4      Liquidation of Account.  The  proceeds  for
each  loan  under  the  Plan shall be  taken  directly  from  the
Employee  Deferral  Contributions  Account  and/or  the  Rollover
Account, as applicable, in which the applicant has an interest by
liquidating  one or more of the investments at the time  held  in
such  Account(s).   The applicant shall accordingly  provide  the
Committee  with  investment directives specifying  which  of  the
applicant's  investments under the Plan are to be  liquidated  in
order to provide the loan proceeds.  The Committee shall promptly
direct  the Trustee to liquidate one or more investments held  in
the  Account(s) in accordance with the applicant's  instructions.
In  the absence of such instructions from the applicant, the loan
proceeds  shall  be  obtained by liquidating a  portion  of  each
investment  held in the Account(s), with the amount so liquidated
to  be  in  the same proportion as the market value of each  such
investment  bears  to the total market value of  all  investments
held in the Account(s).

           XII.5      Earmarked Investment.  All notes evidencing
Article  XII  loans  from  the  Employee  Deferral  Contributions
Account  and/or  the  Rollover  Account,  as  applicable,   shall
constitute  an earmarked investment of the applicable Account(s).
Accordingly, each of such Account(s) shall at the time  the  loan
is  made  be  divided into two (2) subaccounts.   Subaccount  One
shall  be  credited  with the note and shall  not  share  in  the
investment  gains  or  losses of the  Fund  under  Article  VIII.
Subaccount Two shall be credited with that portion of the Account
which  is  not  loaned  to the applicant (including  payments  of
interest   and  principal  made  on  the  note)  and   shall   be
periodically  adjusted under Section 8.2 for its allocable  share
of  the  investment gains and losses of the Fund.  To the  extent
the  Employee Deferral Contributions Account and/or the  Rollover
Account,  as applicable, has an earmarked investment  under  this
Section  12.5,  then  all Employee Deferral Contributions  and/or
Rollover Contributions thereafter allocated to such Account shall
be credited to Subaccount Two, where they shall remain until they
become the subject of a subsequent loan under this Article XII.

                          ARTICLE XIII

                           FIDUCIARY

          XIII.1    Plan Administrator.  The Company shall be the
Plan  Administrator, but it may delegate its duties as such to  a
committee appointed in accordance with Article XIV.

           XIII.2     Named  Fiduciary.  The  Plan  Administrator
shall be a "named fiduciary" of the Plan with authority to manage
and control Plan assets and to select the Investment Manager.

          XIII.3    Employment of Advisors.  A "named fiduciary,"
and  any "fiduciary" named by a "named fiduciary," may employ one
or   more   persons  to  render  advice  with   regard   to   any
responsibility of such "named fiduciary" or "fiduciary" under the
Plan.

           XIII.4     Multiple Fiduciary Capacities.  Any  "named
fiduciary" and any other "fiduciary" may serve in more  than  one
fiduciary capacity with respect to the Plan.

           XIII.5    Indemnification.  The Company shall maintain
and  keep in force such insurance as the Plan Administrator shall
determine   to  insure  and  protect  the  Company's   directors,
officers, employees and any appropriately authorized delegates or
appointees   of  them  against  any  and  all  claims,   damages,
liability,  loss,  cost  or expense (including  attorney's  fees)
arising  out of or resulting from (including failure to act  with
respect to) any responsibility, duty, function or activity of any
such  person  in relation to the Plan (or Trust, if  applicable),
including  without  limitation, the members  of  the  Board,  the
Committee, the members of the Committee, and directors,  officers
and employees of the Company performing responsibilities, duties,
functions, and/or actions at the direction or under the authority
of any of the foregoing.

           In  lieu of and/or as a supplement and in addition  to
the  insurance referred to in the foregoing sentence, the Company
shall  indemnify  and hold harmless its directors,  officers  and
employees  against any and all claims, damages, liability,  loss,
cost or expense arising in connection with (including failure  to
act  with  respect  to)  any responsibility,  duty,  function  or
activity of any such person in relation to the Plan (or Trust, if
applicable)  including  without limitation  the  members  of  the
Board,   the  Committee,  the  members  of  the  Committee,   and
directors,  officers  and  employees of  the  Company  performing
responsibilities,  duties,  functions  and/or  actions   at   the
direction  or  under  the  authority of  any  of  the  foregoing;
provided,  however, that no such indemnification shall extend  to
any  matter as to which it shall have been adjudged by any  court
of competent jurisdiction that such person has acted in bad faith
or  was  guilty  of  gross negligence in the performance  of  his
duties  unless such court shall, in view of all the circumstances
of  the case, determine that such person is fairly and reasonably
entitled to indemnification.

                          ARTICLE XIV

                         ADMINISTRATION

          XIV.1     The Committee.

           (a)  The Plan Administrator shall appoint a Committee,
consisting  of  at  least two (2) members, to  be  known  as  the
"Committee"  which  shall  serve at  the  pleasure  of  the  Plan
Administrator.  Unless the Plan Administrator otherwise provides,
any members of the Committee who is a director or Employee of the
Company at the time of his appointment will be considered to have
resigned  from  the  Committee  when  no  longer  a  director  or
Employee.  At least one (1) member of the Committee shall  be  an
officer of the Company.

           (b)   All  of the reasonable expenses of the Committee
shall be paid from the Fund, unless paid directly by the Company.
Directors  and Employees shall receive no compensation for  their
services rendered to or as members of the Committee.

           (c)   The  Committee shall act by a  majority  of  its
members at the time in office and such action may be taken either
by  a  vote  at  a meeting or in writing without a meeting.   The
Committee  may  authorize in writing any person  to  execute  any
document  or documents on its behalf, and any interested  person,
upon receipt of notice of such authorization directed to it,  may
thereafter  accept and rely upon any document  executed  by  such
authorized  person  until the Committee  shall  deliver  to  such
interested person a written revocation of such authorization.

            (d)   A  member  of  the  Committee  who  is  also  a
Participant  shall  not  vote or act  upon  any  matter  relating
specifically to himself.

           XIV.2      Powers  and Duties of the  Committee.   The
Committee shall be empowered to perform the administrative duties
described  in  this Plan and shall have all powers  necessary  to
enable  it  to properly carry out such duties.  Without  limiting
the  generality  of the foregoing, the Committee shall  have  the
power  to  construe and interpret this Plan, to hear and  resolve
claims  relating  to this Plan, and to decide all  questions  and
disputes arising under this Plan.  The Committee shall have  full
power and authority to determine the eligibility of employees  to
participate  in  the  Plan, the service to  be  credited  to  the
Employees,  the status and rights of a Participant, the  identity
of  the  beneficiary  or beneficiaries entitled  to  receive  any
benefits  payable  hereunder  on  account  of  the  death  of   a
Participant, and the amount of the benefits (if any) to which any
Participant  or his Spouse or beneficiary is entitled  under  the
Plan.   Except as is otherwise provided hereunder, the  Committee
shall  determine the manner and time of payment of benefits under
this  Plan.   All benefit disbursements by the Trustee  shall  be
made upon the instructions of the Committee.  The decision of the
Committee  upon  all matters within the scope  of  its  authority
shall  be binding and conclusive upon all persons.  The Committee
shall file all reports and forms lawfully required to be filed by
the Committee with any governmental agency or department, federal
or  state, and shall distribute any forms, reports, statements or
plan   descriptions  lawfully  required  to  be  distributed   to
Participants and others by any governmental agency or department,
federal  or state.  The Committee shall keep itself advised  with
respect  to  the  investment of the  Fund  and  shall,  not  less
frequently  than annually, report to the Employer  regarding  the
investment  and  reinvestment of the Fund.  The  Committee  shall
have  power to direct specific investments of the Fund only where
such  power is expressly conferred by this Plan and only  to  the
extent described in this Plan.  All other investment duties shall
be the responsibility of the Trustee.

            XIV.3       Delegation  of  Responsibility   by   the
Committee.   The  Committee  may  designate  persons,   including
persons  other  than  "named  fiduciaries,"  to  carry  out   the
responsibilities  of the Committee provided for  hereunder.   The
Committee shall not be liable for any act or omission of a person
so designated.

          XIV.4     Investment Direction by Plan Administrator.

           (a)  The Board may authorize in writing any person  to
execute  any  document  or  documents  on  its  behalf,  and  any
interested  person, upon receipt of notice of such  authorization
directed  to it, may thereafter accept and rely upon any document
executed  by  such  authorized person  until  the  Company  shall
deliver  to such interested person a written revocation  of  such
authorization.

           (b)   The  Board  shall have power  to  establish  the
funding policy of the Plan pursuant to Section 14.7 and make  and
deal  with  any  investment of the Fund in any manner  consistent
with the Plan which they deem advisable.

           (c)   The  Board  shall have all the  rights,  powers,
duties  and  obligations  regarding  investment  of  Plan  assets
granted or imposed upon it elsewhere in the Plan.

           (d)   The  Board  shall exercise its  responsibilities
hereunder in a uniform and nondiscriminatory manner.

           (e)   The  Board  shall designate a representative  to
enter into one or more contracts with a Funding Agent under which
the  Funding  Agent  establishes  and  makes  available  separate
investment  funds  to  which  the  Participants  may  direct  the
investment  of their Accounts.  Any such contract(s) may  provide
for  the  contributions  thereunder to be  held  in  the  Funding
Agent's  general  account or in one or  more  of  its  commingled
separate accounts.

           (f)   The Committee shall make recommendation  to  the
Board with regard to the exercise of the Board's powers described
in subparagraphs (a) through (e).

          XIV.5     The Investment Manager.  The Board may, by an
instrument in writing, appoint one or more persons (each of which
is hereinafter referred to as an "Investment Manager") as adviser
to  the  Board in respect of investments and may, subject to  any
restrictions  upon  investment imposed  upon  the  Board  by  any
regulation prescribed by the Secretary relating to the  qualified
status of the Fund as tax exempt, or by the Act, delegate  to  an
Investment  Manager  from time to time,  the  power  to  manager,
acquire and dispose of any Plan assets.  Each person so appointed
shall  be  an Investment Adviser registered under the  Investment
Advisers  Act  of  1940, a bank as defined in that  Act,  or  any
insurance company qualified to manage, acquire, or dispose of any
asset  of  the Plan under the laws of more than one state.   Each
Investment  Manager shall acknowledge in writing  that  he  is  a
"fiduciary" with respect to the Plan.  The Board shall enter into
an  agreement with each Investment Manager specifying the  duties
and  compensation of such Investment Manager and the other  terms
and  conditions  under  which such Investment  Manager  shall  be
retained.  The Board shall not be liable for following the advice
of  any  Investment Manager, with respect to any duties delegated
to any Investment Manager.

           XIV.6     Appointment of a Trustee.  The Board may, by
an instrument in writing, appoint one or more persons to serve as
Trustee  (each of which is herein referred to as a "Trustee")  of
all  or  a  portion of the Future Investment Trust and the  Stock
Bonus  Trust.  Each Trustee shall be subject to direction by  the
Company  or  an  Investment Manager and shall have no  discretion
with respect to management and control of Plan assets, except, to
the  extent that the instrument appointing such Trustee  provides
that  such  Trustee shall have power to manage and  control  Plan
assets.   Each  Trustee  shall  accept  its  appointment  by   an
instrument in writing.  The Company shall enter into an agreement
with  each Trustee specifying the duties and compensation of such
Trustees  and  the  other terms and conditions under  which  such
Trustees shall serve.  Neither the Company nor the Board shall be
liable for any act or omission of any Trustee with respect to any
duties  delegated to such Trustee.  The Board may, at  any  time,
terminate the appointment of any Trustee.

           XIV.7      Funding Policy.  The funding policy of  the
Plan shall be as follows:

           (a)   Subject  to  Article VII, Company  contributions
allocated  to  the Fund shall be invested in a manner  consistent
with  the  investment objectives determined by  the  Board.   The
Board  shall  communicate its investment objectives  and  funding
policy  to  the  Funding Agent as to the  Fund  and/or  to  other
Investment Managers.

           (b)   The  Board  shall review at least  annually  the
funding  policy  and  investment objectives  of  the  Plan  after
reviewing   the  recommendations  of  the  Committee  and   shall
communicate any revision in such objectives to the Funding  Agent
as to the Fund and/or to other Investment Managers.

            XIV.8      Compensation  of  Investment  Manager  and
Trustees.   Each  Investment Manager and each  Trustee,  if  any,
shall  be paid such reasonable compensation, in addition to their
expenses,  as  shall  from time to time be  agreed  upon  by  the
Company and each Trustee and each Investment Manager, as the case
may be.

           XIV.9      Facility of Benefit Payment.  Whenever,  in
the Committee's opinion, a person entitled to receive any payment
of  a  benefit or installment thereof hereunder is under a  legal
disability or is incapacitated in any way so as to be  unable  to
manage  his  financial  affairs, the  Committee  may  direct  the
Trustee  to  make  payments  to  such  person  or  to  his  legal
representative or to a relative or friend of such person for  his
benefit,  or to direct the Trustee to apply the payment  for  the
benefit  of such person in such manner as the Committee considers
advisable.   Any  payment  of a benefit in  accordance  with  the
provisions of this Section 14.9 shall be a complete discharge  of
any  liability for the making of such payment under the provision
of the Plan.

          XIV.10    Claims and Appeals.

           (a)   Claims  Procedure.  Should  any  Participant  or
Beneficiary  believe he is entitled to a benefit  from  the  Plan
which differs from the benefit determined by the Committee,  such
Participant  or  Beneficiary may file a written  claim  with  the
Committee.   Within ninety (90) days after receipt of such  claim
(or if an extension of time for processing the claim is required,
within  one  hundred  eighty (180) days  after  receipt  of  such
claim), the Committee shall notify the claimant in writing as  to
whether  the  claim has been granted.  If the  claimant  has  not
received  written notice of such decision within the ninety  (90)
day  period  (or  a one hundred eighty (180) day  period,  if  an
extension  of  time  is required), the claimant  shall,  for  the
purpose of subparagraph (b), regard his claim as denied.

          Any notice of denial of a claim shall be set forth in a
manner calculated to be understood by the claimant giving:

                (1)   the  specific  reason or  reasons  for  the
denial;

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

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

               (4)  appropriate information as to the steps to be
taken  if  the  Participant or Beneficiary wishes to  submit  his
claim for review.

           (b)   Review  Procedure.  Any claimant  (or  his  duly
authorized representative) whose claim for benefits is denied  in
whole or in part may appeal to the Committee for a full and  fair
review  of  the  decision by submitting to the Committee,  within
sixty (60) days after receiving from the Committee written notice
of  such  denial  (as set forth in subparagraph (a)),  a  written
statement:

             (i)     Requesting a review by the Committee of  his
claim for benefits;

            (ii)      Setting forth all of the grounds upon which
the request for review is based and any facts in support thereof;
and

           (iii)      Setting forth any issues or comments  which
the claimant deems pertinent to his claim.

          (c)  Timing of Response on Review.  The Committee shall
act upon each such claim within sixty (60) days after receipt  of
the  claimant's  request  for review  by  the  Committee,  unless
special   circumstances  require  an  extension   of   time   for
processing.  If such an extension is required, written notice  of
the  extension  shall  be furnished to the  claimant  within  the
initial  sixty (60) day period, and a decision shall be  rendered
as  soon as possible, but not later than one hundred twenty (120)
days  after  receipt  of  the initial request  for  review.   The
Committee  shall make a full and fair review of each  such  claim
and any written materials submitted by the claimant in connection
therewith, and the Committee may require the claimant  to  submit
such  additional  facts,  documents, or  other  evidence  as  the
Committee  may,  in  its  sole  discretion,  deem  necessary   or
advisable  in making such a review.  On the basis of its  review,
the  Committee  shall  make an independent determination  of  the
claimant's eligibility for benefits under the Plan.  The decision
of  the  Committee  on  any  benefit claim  shall  be  final  and
conclusive upon all persons.

           (d)   Denial  of Appeal.  In the event  the  Committee
denies  an  appeal in whole or in part, the Committee shall  give
written notice of such decision to the claimant, setting forth in
a manner calculated to be understood by the claimant the specific
reasons  for such denial and specific reference to the  pertinent
Plan provisions on which the decision of the Committee was based.

                           ARTICLE XV

                     RIGHTS OF PARTICIPANTS

           XV.1  Limitations  on  Rights  of  Participants.   The
adoption  and maintenance of this Plan shall not be construed  as
creating any contract of employment between the Company  and  any
Employee.   The Company shall have the right in all  respects  to
deal  with  its Employees, their hiring, discharge,  compensation
and  conditions of employment as though this Plan did not  exist.
No  Employee shall have any right to question the action  of  the
Company  or  the  Board  in  terminating  Company  liability   to
contribute  to  this  Plan or in terminating  this  Plan  in  its
entirety.  Each Participant shall have the right only to see  the
record of the accounts with respect to his own participation, and
shall  have  no right to inquire as to accounts with  respect  to
other persons.

           The sole rights of a Participant under this Plan shall
be to have this Plan administered according to its provisions, to
receive  whatever  benefits he is entitled to receive  hereunder,
and  to  name  the Beneficiary to receive any death  benefits  to
which such person may be entitled in accordance with the terms of
this Plan.

           XV.2  Prohibition Against Assignment or Alienation  of
Benefits.   No  benefit, right or interest of  any  kind  of  any
Participant  in this Plan may be assigned, transferred,  pledged,
mortgaged  or otherwise alienated or anticipated, nor  shall  any
such  benefit,  right  or  interest be  subject  to  garnishment,
attachment,  execution or levy of any kind, or  any  other  legal
process,  whether  by virtue of bankruptcy, insolvency  or  other
operation  of  law  (other  than  (a)  Federal  tax  levies   and
executions on Federal tax judgments, (b) payments made  from  the
Accounts  of  a  Participant in satisfaction  of  the  rights  of
alternate payees pursuant to a Qualified Domestic Relations Order
under  Article  XIX)  or  (c)  the enforcement  of  any  security
interests  or  offset  rights  applicable  to  Employee  Deferral
Contributions  Account  and Rollover  Account  of  a  Participant
pursuant to the loan provisions of Article XII).

                          ARTICLE XVI

                     AMENDMENT OF THE PLAN

           XVI.1      Amendment of the Plan.  The Company  acting
through  the  Board shall have the right at any time,  through  a
written   instrument  duly  executed  and  acknowledged   by   an
authorized officer of the Company to modify, alter, or amend this
Plan, in whole or in part, prospectively or retroactively, to any
extent  and  in  any  manner as it shall  deem  advisable.   Upon
delivery  of  the  instrument of amendment to each  participating
Affiliated  Company and the Trustee, the amendment  shall  become
effective in accordance with its terms as to all Participants and
all other persons having or claiming any interest under the Plan.
However, no such amendment shall operate to (a) cause any part of
the Fund to revert to or be recoverable by any Affiliated Company
or  to  be  used  for, or diverted to, purposes  other  than  the
exclusive  benefit  of Participants and their Beneficiaries;  (b)
reduce   the  then  outstanding  balances  in  the  Accounts   of
Participants; or (c) cause or effect any discrimination in  favor
of  Highly  Compensated Employees; or (d) substantially  increase
the  duties  of  the Committee and the Trustee hereunder  without
their written consent.

                          ARTICLE XVII

                    TERMINATION OF THE PLAN

          XVII.1    Termination of the Plan.  The Company intends
to  make contributions to the Plan indefinitely, but it is  under
no   obligation   or  liability  whatsoever   to   continue   its
contributions to the Plan or to maintain the Plan for  any  given
length  of  time.   The  Company may,  in  its  sole  discretion,
discontinue   contributions  at  any   time   without   liability
whatsoever for such action.  In addition, the Board may,  at  any
given time terminate the Plan in whole or in part.

           XVII.2    Effect of Discontinuance.  In the event  the
Board  decides to discontinue further contributions to the  Plan,
the  duties  of the Committee shall continue as before,  and  the
provisions  of  the Plan (other than the provisions  relating  to
contributions by the Company) shall remain in force with  respect
to the Employee/Participants of the Company.  The Fund shall also
remain  in  existence, and all the provisions of the Fund  (other
than  provisions relating to contributions by the Company)  shall
continue in effect.  Any unallocated balance in the Section  4.10
suspense  account  at the close of the Plan  Year  in  which  the
discontinuance of contributions occurs shall be allocated (to the
extent  permissible) to the Company Profit Sharing  Contributions
Account of each Participant in Employee status at the end of  the
Plan  Year  of  discontinuance, with such  allocation  to  be  in
proportion to the Eligible Earnings paid to each such Participant
for  such Plan Year.  Any other unallocated funds existing at the
date   of   discontinuance  (other  than  any  Employee  Deferral
Contributions,  Company  Matching Contributions,  Company  Profit
Sharing  Contributions, and forfeitures), shall be  allocated  to
all  Accounts outstanding on such date in accordance with Section
8.2.  If the Company completely discontinues all contributions to
the   Plan,  then  all  amounts  credited  to  the  Accounts   of
Participants   in   accordance  with  the  provisions   of   this
Section 17.2 shall become fully vested and non-forfeitable.

           XVII.3    Effect of Termination.  If the Plan is  term
inated  completely  or if there is a partial termination  of  the
Plan  with  respect to the Employees of the Company, all  amounts
credited   to   the  Accounts  of  affected  Participants   shall
immediately vest in full and become non-forfeitable,  and  in  no
event  shall  any  part of the Fund revert to or  revest  in  the
Affiliated  Company,  except as herein provided.   The  Committee
shall,  in accordance with Section 8.2, value the assets  of  the
Fund and the individual Accounts of all affected Participants  as
of  the  date of termination and, after satisfying current obliga
tions  of the Plan and setting aside funds for anticipated future
obligations  of  the  Fund, including (but not  limited  to)  the
Trustee's  compensation and expenses, shall (in  accordance  with
Section 8.2) allocate to all Accounts outstanding on the date  of
termination the net increase or decrease in the fair market value
of  the  Fund  since  the  immediately preceding  Valuation  Date
(excluding, however, any Employee Deferral Contributions, Company
Profit  Sharing Contributions and Company Matching Contributions,
and forfeitures for the Plan Year of termination, which are to be
allocated  in  accordance  with  Article  IV).   Any  unallocated
balance  in  the  Section 4.10 suspense account at  the  date  of
termination  with  shall be allocated (to the extent  permissible
under  Section  4.10)  to the Accounts of  all  Participants  who
continue in Employee status through the end of the Plan  Year  of
termination,  with  such allocation to be in  proportion  to  the
Eligible  Earnings paid to each such Participant  for  such  Plan
Year.   Upon  a  complete termination of the Plan, any  remaining
balance in the Section 4.10 suspense account shall be returned to
the Company.

           The Trustee shall pay to each Participant for whom the
termination  is effective (or his Beneficiary) the net  value  of
his  Accounts  in accordance with the written directives  of  the
Committee.  However, should the Company not dissolve or cease all
operations as of the date of Plan termination, then the  Employee
Deferral  Contributions Accounts of each such  Participant  shall
not   be   distributed  pursuant  to  the  provisions   of   this
Section  17.3,  but  shall  continue to  be  held  in  trust  for
subsequent distribution in accordance with Article XI, unless  no
other   successor  defined  contribution  plan  (other  than   an
employees  stock ownership plan, as defined in Section 4975(e)(7)
of  the Code) is established and the Participants consents to the
immediate lump sum distribution of his Accounts.

           XVII.4     Plan Transfers or Mergers.  The  merger  or
consolidation with, or transfer of the allocable portion  of  the
assets  and  liabilities  of the Fund  to,  any  other  qualified
retirement  plan, trust or fund shall be permitted  only  if  the
benefit   each  Participant  would  receive  if  the  Plan   were
terminated  immediately  after  such  merger,  consolidation   or
transfer would be at least as great as the benefit he would  have
received  had  this Plan been terminated immediately  before  the
date of merger, consolidation or transfer.

           XVII.5     Corporate Changes.  The Plan shall  not  be
automatically  terminated  by  the Company's  acquisition  by  or
merger  into any other company, trade or business, but  the  Plan
may  be  continued  after  such merger,  provided  the  successor
employer agrees to continue the Plan with respect to Participants
employed by the Company.  All rights to amend, modify, suspend or
terminate the Plan with respect to Participants employed  by  the
Company shall be transferred to the successor employer, effective
as of the date of the merger or acquisition.

           XVII.6     Determination of Partial Termination.   For
purposes of this Article XVII, a partial termination of the  Plan
shall be deemed to occur only if there is a determination, either
made or agreed to by the Committee or the Company, or made by the
Internal  Revenue Service and upheld by a decision of a court  of
final  jurisdiction, that a particular event or transaction which
has  transpired  (including  the  sale  or  transfer  of  all  or
substantially all of the assets of the Affiliated Company or  the
cessation  of  operations  at  one or  more  of  its  facilities)
constitutes a partial termination within the meaning  of  Section
411(d)(3)(A) of the Code.

                         ARTICLE XVIII

                   TOP-HEAVY PLAN PROVISIONS

            XVIII.1     Definitions.   For   purposes   of   this
Article  XVIII,  the  following terms  shall  have  the  meanings
indicated:

           (a)  "Determination Date" shall mean for any Plan Year
the  last day of the immediately preceding Plan Year, except  for
the  initial  Plan Year it shall be the last day of such  initial
Plan Year.

           (b)   "Key Employee" shall mean for any Plan Year  any
Employee  or  former  Employee (or Beneficiary  of  any  deceased
Employee)  who  is (as of the Determination Date  for  such  Plan
Year),  or  who was at any time during any of the four  (4)  Plan
Years  ended  immediately prior to the Plan Year  in  which  such
Determination Date occurs:

             (1)      an  officer  of an Affiliated  Company  who
received aggregate annual Compensation (for the same Plan Year he
was  such an officer) which was in excess of fifty percent  (50%)
of  the  maximum dollar limitation in effect for such  Plan  Year
under Section 415(b)(1)(A) of the Code,

              (2)      one  of  the  ten  (10)  Employees  owning
(actually  or constructively under Section 318 of the  Code)  the
largest  percentage interest in any Affiliated Company,  provided
such  individual owns more than a one half percent (2%)  interest
in such Affiliated Company and his aggregate Compensation for the
same  Plan Year is greater than the maximum dollar limitation  in
effect for such Plan Year under Section 415(c)(1)(A) of the Code,

             (3)      a Five Percent (5%) owner of any Affiliated
Company, or

             (4)      a  one percent (1%) owner of any Affiliated
Company  who received aggregate annual Compensation for the  same
Plan Year in excess of $150,000.00.

The  determination of Key Employee status shall be made  pursuant
to  the criteria set forth in Section 416(i) of the Code and  the
Regulations  issued  thereunder.  Ownership  interests  shall  be
determined  in accordance with the attribution rules  of  Section
318 of the Code.

           If  the  number of officers which would  otherwise  be
taken  into  account under subparagraph (1)  for  any  Plan  Year
exceeds ten percent (10%) of the total number of Employees of all
the  Affiliated  Companies,  then the  number  of  such  officers
actually qualifying as Key Employees under subparagraph  (1)  for
such  Plan Year shall be limited to that number of officers,  not
in excess of ten percent (10%) of such total number of Employees,
selected  from  the  group  of  all Employees  determined  to  be
officers at any time during the five (5) Plan Year period  ending
with  the  Determination  Date for the  current  Plan  Year,  who
received  the  highest  annual Compensation  for  any  Plan  Year
(during such five (5) year period) for which they were officers.

           For purposes of subparagraph (2) above, should two (2)
Employees  own  the  same  percentage interest  in  one  or  more
Affiliated  Companies,  then  the  Employee  having  the  greater
aggregate  annual Compensation for the Plan Year shall be  deemed
to own the larger percentage interest.

           (c)  "Non-Key-Employee" shall mean any Employee who is
not a Key Employee and shall include any Employee who is a former
Key Employee.

           (d)  "Permissive Aggregation Group" shall mean a group
of  plans  consisting of the Required Aggregation Group plus  any
other  plan  of  the Affiliated Companies which, when  considered
together  with the Required Aggregation Group, would continue  to
satisfy  the requirements of Sections 401(a)(4) and  410  of  the
Code.

          (e)  "Required Aggregation Group" shall mean a group of
plans consisting of (1) this Plan and any other qualified plan of
one or more Affiliated Companies (including a simplified employee
pension plan) in which at least one Key Employee participates and
(2)  any  other qualified plan of the Affiliated Companies  which
enables any plan described in subparagraph (1) above to meet  the
requirements of Sections 401(a)(4) or 410 of the Code.

           (f)  "Remuneration" shall have the meaning assigned to
such  term in Section 4.8(i) and shall be applied on an aggregate
basis  as  if all the Affiliated Companies were a single employer
entity paying such Remuneration.

           (g)   "Top-Heavy Contribution" shall have the  meaning
assigned to such term in Section 18.3.

           (h)   "Top-Heavy Ratio" shall mean that  fraction  the
numerator of which is the sum of the account balances of all  Key
Employees  under  this  Plan (and, if this  Plan  is  part  of  a
Required Aggregation Group or a Permissive Aggregation Group, the
sum  of  (1) the account balances of all Key Employees under  all
other  defined  contribution  plans  (within  such  Required   or
Permissive   Aggregation  Group)  maintained  by  one   or   more
Affiliated  Companies, and (2) the present value of  the  accrued
benefits  of  all Key Employees under all defined  benefit  plans
(within such Required or Permissive Aggregation Group) maintained
by  one  or  more  Affiliated Companies), and the denominator  of
which  is  the  sum  of the account balances of all  Participants
under  this  Plan  (and,  if this Plan  is  part  of  a  Required
Aggregation Group or a Permissive Aggregation Group, the  sum  of
(1)  the  account  balances of all Participants under  all  other
defined  contribution plans (within such Required  or  Permissive
Aggregation   Group)  maintained  by  one  or   more   Affiliated
Companies,  and (2) the present value of the accrued benefits  of
all  Participants  under all defined benefit plans  (within  such
Required  or Permissive Aggregation Group) maintained by  one  or
more Affiliated Companies.

          In determining the Top-Heavy Ratio, the following rules
shall apply:

             (1)      The value of such account balances and  the
present value of such accrued benefits shall be determined as  of
the  most recent Top-Heavy Valuation Date within the twelve  (12)
month  period  ending on the Determination  Date.   Each  account
balance so determined shall be adjusted for (a) the amount of any
contributions made after such Top-Heavy Valuation Date but on  or
before  the  Determination  Date  or,  with  respect  to  defined
contribution  plans subject to Section 412 of the Code,  (b)  the
amount  of any contributions to be allocated as of a date  on  or
before  the  Determination Date though not  yet  required  to  be
actually   contributed.    Except  as   otherwise   provided   in
subparagraph  (2)  below  or  in  the  Regulations  issued  under
Section  416(g)(3)  of the Code, the value of each  such  account
balance  or  accrued benefit shall also include all distributions
made  from  such  account or made with respect  to  such  accrued
benefit  during  the  five (5) Plan Year  period  ending  on  the
Determination  Date.  The present value of each  accrued  benefit
under  a  defined  benefit plan shall be  determined  as  if  the
individual  ceased Employee status as of the Top-Heavy  Valuation
Date  and  shall be calculated in accordance with  the  actuarial
assumptions in effect for such purpose under the defined  benefit
plan under which such benefit is payable.  The accrued benefit of
an  Employee other than a Key Employee shall be determined  under
the  method, if any, that uniformly applies for accrual  purposes
under  all  defined  benefit  plans maintained  by  one  or  more
Affiliated  Companies or if there is no such method, as  if  such
benefit  accrued not more rapidly than the slowest  accrual  rate
permitted under Section 411(b)(1)(C) of the Code.

             (2)     Should there be effected a transfer from one
qualified  plan to another (by rollover or plan-to-plan transfer)
which  is  (a)  incident  to a plan merger  or  consolidation  or
incident  to  a  plan  division,  (b)  made  between  two   plans
maintained  by the same employer (as determined pursuant  to  the
aggregation rules of Section 414(b), (c) or (m) of the  Code)  or
(c)   otherwise   not  initiated  by  the  Employee,   then   the
Participant's  accrued  benefit  or  account  balance  under  the
transferee  plan  shall include any amount attributable  to  such
transfer which is received or accepted by such plan on or  before
the  Determination  Date, and the transferor plan  shall  not  be
required  to  include  such amount in the  Participant's  accrued
benefit or account balance as of such Determination Date  or  any
date  thereafter.  With respect to any rollover  or  plan-to-plan
transfer  not otherwise described in the preceding sentence,  the
Participant's  accrued  benefit  or  account  balance  under  the
transferor   plan  shall  include  any  amount   distributed   or
transferred  by such plan, and the transferee plan shall  not  be
required to include, as part of the Participant's accrued benefit
or  account  balance,  any  amount  attributable  to  the  assets
received  in such transfer if accepted after December  31,  1983,
but  such transferee plan shall be required to include the assets
received in such transfer in the calculation of the Participant's
accrued  benefit or account balance if such assets were  accepted
prior to January 1, 1984.

             (3)      No accrued benefit or account balance of  a
Participant  or  Beneficiary shall  be  taken  into  account  for
purposes  of  calculating the Top-Heavy Ratio if the  Participant
has  not  been an Employee during the five (5) Plan  Year  period
ending  with the Determination Date for a particular  Plan  Year,
and  no  accrued  benefit or account balance of a Participant  or
Beneficiary   shall  be  taken  into  account  for  purposes   of
calculating the Top-Heavy Ratio if the Participant ceases to be a
Key Employee.

             (4)     When two or more plans constitute a Required
Aggregation Group or a Permissive Aggregation Group, the  present
value  of  the  accrued  benefits or the  value  of  the  account
balances (as adjusted for distributions to Key Employees and  all
Employees  for the relevant five (5) Plan Year period)  shall  be
determined  separately  for  each  plan  on  the  basis  of   the
determination date in effect for that plan.  The plans  are  then
to be aggregated by adding together the results obtained for each
plan  as  of  the  determination date  falling  within  the  same
calendar  year  as  the determination dates  for  all  the  other
aggregated plans.

             (5)     The calculation of the Top-Heavy Ratio shall
be  made  in  accordance with Section 416 of  the  Code  and  the
Regulations issued thereunder.

            (i)   "Top-Heavy  Valuation  Date"  shall  mean   the
Valuation  Date  coincident  with or  immediately  preceding  the
Determination Date.

            XVIII.2    Top-Heavy  Status.   This  Plan  shall  be
considered "Top-Heavy" with respect to any Plan Year  if,  as  of
the  Determination Date for such Plan Year, any of the  following
conditions exists:

           (a)   The Top-Heavy Ratio for this Plan exceeds  sixty
percent  (60%)  and  this  Plan is not a  part  of  any  Required
Aggregation Group;

           (b)  This Plan is part of a Required Aggregation Group
but  not part of a Permissive Aggregation Group and the Top-Heavy
Ratio  for  the Required Aggregation Group exceeds sixty  percent
(60%); or

           (c)  This Plan is part of a Required Aggregation Group
and  also  part of one or more Permissive Aggregation Groups  and
the Top-Heavy Ratio for each Permissive Aggregation Group exceeds
sixty percent (60%).

           XVIII.3   General Rules.  For any Plan Year for  which
the  Plan is "Top-Heavy" as set forth in Section 18.2, any  other
provision of this Plan to the contrary notwithstanding, this Plan
shall be subject to the following provisions:

          (a)  The vesting provisions of Section 18.4;

           (b)   The  minimum contribution provisions of  Section
18.5; and

           (c)   The  limitation  on contribution  provisions  of
Section 18.6.

          XVIII.4   Vesting Provisions.  Each Participant who has
completed  an Hour of Service during any Plan Year in  which  the
Plan  is  Top-Heavy shall have his nonforfeitable  right  to  his
Company Matching Contributions Account and Company Profit Sharing
Contributions Account be determined as of the last  day  of  such
Plan  Year  as  follows,  unless the  Plan's  vesting  provisions
otherwise  provide  the Participant with a vested  balance  of  a
greater amount:

         Years of Vesting Service   Percentage Vested

                Less than 2                    0%
                2 but less than 3             20%
                3 but less than 4             40%
                4 but less than 5             60%
                5 but less than 6             80%
                6 or more                    100%

           XVIII.5   Minimum Contribution Provisions.  Subject to
Section  18.7,  each  Eligible Employee  who  (a)  is  a  Non-Key
Employee  (as  defined  in Section 18.1(c)  below)  and  (ii)  is
employed  on  the  last  day  of the  Plan  Year,  even  if  such
individual  has failed to complete 1,000 Hours of Service  during
such   Plan   Year,  shall  be  entitled  to  have  contributions
(excluding   Employee  Deferral  Contributions)  and  forfeitures
allocated  to such Non-Key Employee's Account equal to an  amount
of  the  lesser  of  (a)   three percent  (3%)  of  the  Eligible
Employee's  Remuneration, or (b) the percentage  of  Remuneration
represented   by  the  aggregate  amount  of  Employee   Deferral
Contributions,  Company  Matching Contributions,  Company  Profit
Sharing  Contributions and forfeitures under this  Plan  and  all
other  employer  contributions and forfeitures  under  any  other
defined  contribution  plans  to which  one  or  more  Affiliated
Companies contributions which are allocated for such Plan Year to
the  Accounts  of  the  Key  Employees for  whom  such  aggregate
percentage is the highest for such Plan Year, taking into account
only  the  first  One  Hundred Fifty Thousand Dollars  ($150,000)
subject   to  future  cost  of  living  increases  under  Section
401(a)(17) of the Code.

           If  Company Matching Contributions under this Plan are
utilized to satisfy such minimum Top-Heavy Contribution, then the
Company  Matching Contributions for such Plan Year  must  satisfy
the  non-discrimination standards of Section 401(a) of  the  Code
without  regard to Section 401(m) of the Code.  Accordingly,  the
contribution  percentage  test  of  Section  7.1  shall  not   be
applicable to such Company Matching Contributions.

           The  Top-Heavy  Contributions shall  be  paid  to  the
Trustee  as soon as possible after the end of the Plan  Year  for
which  such  contributions are made, but in any event within  the
time  limits  prescribed under applicable state and  federal  tax
laws for the current deductibility thereof.

           The  Committee shall maintain a Top-Heavy Contribution
Account  for each Eligible Employee which shall be credited  with
all  Top-Heavy  Contributions made  on  the  Eligible  Employee's
behalf  pursuant  to the provisions of this Section  18.5.   Such
Account  shall be adjusted periodically to reflect  the  Eligible
Employee's  share of the earnings, gain and losses  of  the  Fund
attributable  to  the  Top-Heavy Contributions  credited  to  the
Account.   Each  Eligible Employee shall vest  in  his  Top-Heavy
Contribution Account in accordance with this Article XVIII.

           XVIII.6    Coordination of Plans.  In the  event  that
both this Plan and the Burr-Brown Corporation Employee Retirement
Income Plan (or any other defined benefit plan maintained by  the
Company)  are  deemed  top-heavy for the  same  Plan  Year,  each
Employee  covered  under  both plans  who  receives  the  defined
benefit  minimum  under the defined benefit  plan  shall  not  be
entitled  to  any minimum contribution under this Plan  for  such
Plan Year.

           XVIII.7    Limitation of Contributions.  In the  event
that  the Company also maintains a defined benefit plan on behalf
of Participants in this Plan, one of the two following provisions
shall apply:

           (a)  If for the Plan Year this Plan would not continue
to  be a Top-Heavy Plan (as determined in accordance with Section
18.2  below)  if  "ninety  percent (90%)"  were  substituted  for
sixty percent (60%)," then Section 18.5 shall apply for such Plan
Year  as  if  amended  so  that  the  "four  percent  (4%)"  were
substituted for "three percent (3%)" therein.

           (b)  If for the Plan Year this Plan would continue  to
be  a  Top-Heavy Plan (as determined in accordance  with  Section
18.2 below) if "ninety percent (90%)" were substituted for "sixty
percent   (60%),"  then  the  denominator  of  both  the  defined
contribution plan fraction and the defined benefit plan  fraction
shall  be calculated for the Plan Year by substituting "1.0"  for
"1.25" in each place such figure appears under Section 415 of the
Code, except with respect to any individual for whom there are no
Company  contributions  allocated  for  any  accruals  for   such
individual under the defined benefit plan.

                          ARTICLE XIX

              QUALIFIED DOMESTIC RELATIONS ORDERS

            XIX.1       Definitions.   For   purposes   of   this
Article XIX, the following definitions shall apply:
           (a)   "Alternate Payee" shall mean any spouse,  former
spouse,  child  or other dependent of a Participant  for  whom  a
Domestic Relations Order specifies the right to receive all or  a
portion of the benefits otherwise payable under the Plan to  such
Participant.

            (b)   "Domestic  Relations  Order"  shall  mean   any
judgment,  decree  or  order (including approval  of  a  property
settlement  agreement)  which  provides  or  otherwise   conveys,
pursuant  to applicable state domestic relations laws  (including
community  property  laws), child support,  alimony  payments  or
marital property rights to an Alternate Payee.

          (c)  "Earliest Retirement Age" shall mean, with respect
to  any  Participant, the earlier of (1) the date  on  which  the
Participant  is  entitled  to a distribution  from  the  Plan  or
(2)  the  later of (i) the date the Participant will  attain  age
fifty  (50)  or (ii) the earliest date the Participant  would  be
entitled to a distribution of benefits under the Plan were he  to
cease Employee status.

           (d)   "Qualified Domestic Relations Order" shall  mean
any  Domestic Relations Order which satisfies the following three
(3) requirements:

              (1)       such   Order  establishes  (or  otherwise
recognizes the existence of) the right of an Alternate  Payee  to
receive all or a portion of the benefits otherwise payable  under
the Plan to a Participant;

             (2)      such Order specifies (i) the name and  last
known  mailing  address of the Participant,  (ii)  the  name  and
mailing  address of each Alternate Payee covered by  such  Order,
(iii)  the  amount  or  percentage of the Participant's  benefits
under the Plan payable to each such Alternate Payee or the manner
in  which  such  amount or percentage is to  be  calculated,  and
(iv) the number of payments or the duration of the pay-out period
to which the Order applies; and

             (3)      such  Order does not require  the  Plan  to
(i)  provide any type or form of benefit or option not  otherwise
available  under the Plan, (ii) provide increased benefits  under
the  Plan  or (iii) pay benefits to an Alternate Payee which  are
required  to be paid to another Alternate Payee pursuant  to  any
Qualified  Domestic  Relations Orders previously  issued  to  the
Plan.

           A  Domestic Relations Order shall not be considered to
be  in  violation  of  the  requirement  of  clause  (i)  of  sub
paragraph  (3)  above  merely because  such  Order  requires  the
payment  of benefits to an Alternate Payee on or after  the  date
the  Participant attains the Earliest Retirement Age, whether  or
not such Participant actually ceases Employee status on or before
such  date.  Accordingly, such payments shall be made as  if  the
Participant ceased Employee status on the date on which  benefits
are to enter pay status under the Order.

           XIX.2      Notification.  Upon receipt of  a  Domestic
Relations Order, the Committee shall promptly notify the affected
Participant and the Alternate Payee of the receipt of such  Order
and  the  procedures established by the Committee for determining
whether such Order satisfies the requirements for recognition  as
a  Qualified  Domestic Relations Order.  Such notice  shall  also
advise the Alternate Payee of his right to designate a representa
tive to receive communications from the Committee concerning  the
disposition of the Domestic Relations Order.  Within a reasonable
time  after  providing  such notification, the  Committee  shall,
pursuant  to such procedures, determine whether or not the  Order
is  a  Qualified  Domestic Relations Order and shall  notify  the
Participant  and each Alternate Payee (or his representative)  of
such determination.

           XIX.3      Procedures.  The Committee shall  establish
reasonable  procedures for determining the  qualified  status  of
Domestic   Relations  Orders  and  for  effecting   distributions
pursuant  to all such Orders which are determined to be Qualified
Domestic  Relations Orders.  Such procedures  shall  be  reviewed
periodically  by the Committee to determine whether  they  remain
reasonable  and efficient and comply with applicable requirements
of the Act, the Code and Treasury regulations issued thereunder.

          XIX.4     Payment.

          (a)  During the period in which the qualified status of
a  Domestic  Relations Order is being determined,  the  Committee
shall  defer  the  payment  of all Plan  benefits  affecting  the
Participant  which  are  in dispute and  shall  segregate,  in  a
separate  Account  maintained under the Plan, all  amounts  which
would  otherwise  be payable to the Alternate Payee  during  such
period  were  the  Order determined to be  a  Qualified  Domestic
Relations Order.

           (b)  If the Committee determines, within eighteen (18)
months  after  the date the first payment to the Alternate  Payee
would  otherwise be required pursuant to the terms of the  Order,
that such Order is a Qualified Domestic Relations Order, then the
Committee  shall authorize the payment of the entire  balance  of
the  segregated Account (including any earnings thereon)  to  the
person  or persons entitled thereto.  Such payment shall be  made
in  any  form in which benefits under the Plan may be distributed
to  Participants  or  their Beneficiaries.   Distribution  to  an
Alternate  Payee  may begin at any time provided  in  a  Domestic
Relations  Order,  notwithstanding that the affected  Participant
has not actually ceased Employee status at that time.

           (c)  If the Committee determines, within such eighteen
(18)-month period under paragraph (b) above, that such  Order  is
not  a  Qualified Domestic Relations Order, or if  the  qualified
status of such Order cannot be determined prior to the expiration
of  such  eighteen  (18)-month period, then the  Committee  shall
authorize  the  payment of the segregated Account (including  any
earnings  thereon) to the person or persons who would  have  been
entitled  to the amounts credited to such Account had  the  Order
not  been  issued.  If such person is the Participant,  then  the
Account  shall  remain  part  of  the  Fund  and  shall  not   be
distributed  until the Participant becomes entitled  to  benefits
under the Plan in accordance with the provisions of Article X  or
XI.  Should there be a subsequent determination that the Order is
in   fact  a  Qualified  Domestic  Relations  Order,  then   such
determination shall be applied on a prospective basis only.

                           ARTICLE XX

                    MISCELLANEOUS PROVISIONS

           XX.1  Plan Interpretation.  It is intended  that  this
Plan  meet all requirements for profit-sharing plan qualification
under  the Code and that it comply with the Act, as amended  from
time  to time.  If any provision of this Plan is subject to  more
than  one  interpretation, such ambiguity shall  be  resolved  in
favor  of that interpretation which is consistent with this  Plan
being  a  qualified Plan within the meaning of  Sections  401(a),
401(k) and 501(a) of the Code and in compliance with the Act,  as
amended  or  replaced by an applicable law  of  like  intent  and
purpose.

          XX.2 Consents by Board and Committees.  All consents of
the  Board and of the Committee herein may be granted or withheld
in  the  sole  and  absolute discretion of such parties  and,  if
granted, may be granted on such terms and conditions as the Board
or  the  Committee, as the case may be, in its sole and  absolute
discretion, determines.  Neither the Board nor the Committee,  in
granting  or  withholding  such  consents,  or  in  making   such
determinations, or in taking any other actions in connection with
the  administration of the Plan and the Fund, shall  discriminate
in favor of Employees who are "Highly Compensated Employees".

           XX.3 Return of Contributions.  Assets held in the Fund
must  be  held for the exclusive benefit of the Participants  and
their Beneficiaries, and such assets may never revert to or inure
to  the  benefit  of  the  Company  except  under  the  following
conditions:

           (a)   Each contribution made under this Plan is hereby
made expressly conditional upon the current deductibility of such
contribution under Section 404 of the Code.  Accordingly, to  the
extent  the  Internal Revenue Service shall deny a deduction  for
any  such  contribution made by the Company, the  amount  of  the
contribution for which no deduction is allowed shall be  returned
to the Company within one (1) year after such disallowance.

           (b)   If,  within one (1) year after making  a  contri
bution  to the Plan, the Company or the Committee certifies  that
such  contribution  was made under mistake of fact,  the  Trustee
shall  upon  the direction of the Committee before the expiration
of   such  year  return  such  contribution  (excluding  earnings
attributable  to  the  mistaken  contribution,  however,   losses
attributable  to mistaken contributions reduce the amount  to  be
returned) to the Company.

           (c)   Any  forfeitures remaining in the  Section  4.10
suspense account upon the complete termination of the Plan  shall
be returned by the Trustee to the Company.

           If the contributions to be refunded under subparagraph
(a)  or  (b)  are  Employee  Deferral  Contributions,  then  such
contributions, together with the earnings thereon, shall  not  be
refunded to the Company but shall be paid as a direct cash  bonus
to  the  Participants  on  whose behalf  such  Employee  Deferral
Contributions  were made.  Such payment shall be subject  to  the
satisfaction of all applicable Federal and state tax  withholding
requirements.

           XX.4  Plan  Expenses.  All expenses  incident  to  the
operation  of the Plan and the Fund, including, but  not  limited
to,  administrative expenses, the compensation of any Trustee(s),
Investment  Manger(s), attorneys who are  not  employees  of  the
Company,  advisors,  actuaries, fiduciaries, record  keepers  and
such other persons providing technical and clerical assistance as
may  be required, shall be paid out of or reimbursed by the Fund,
except  to the extent that the Company may elect to pay  part  or
all  thereof  directly  or  to  the  extent  prohibited  by  law.
Expenses that are allocable to a particular investment fund  will
be  charged  against that fund.  Nonallocable  expenses  will  be
charged ratably to all funds based on the aggregate value of each
fund  as  of  the  immediately  preceding  Valuation  Date.   All
expenses of administration may be charged proportionately against
the  amount  outstanding  to  the credit  of  each  Participant's
Account, unless paid by the Company.

           XX.5 Applicable Law.  The Plan shall be construed  and
its  validity  determined according to the laws of the  State  of
Arizona,  to  the extent such laws are not preempted  by  federal
law.  In case any provision of the Plan shall be held illegal  or
invalid  for any reason, said illegality or invalidity shall  not
affect  the  remaining parts of the Plan, but the Plan  shall  be
construed  and enforced as if said illegal and invalid  provision
had  never been inserted herein.  All controversies, disputes and
claims  arising hereunder shall be submitted to the United States
District  Court for the District of Arizona after exhausting  the
claims  procedure provided in Section 14.10, except as  otherwise
provided in any agreement entered into with the Trustee.

           XX.6 Headings.  The titles to sections and headings of
this  Plan are for convenience of reference, and in case  of  any
conflict  the  text  of  the Plan, rather than  such  titles  and
headings, shall control.

                              ADDENDUM      SPECIAL   TERMINATION
PROVISIONS

           A.    Stock  Bonus  Accounts  of  Lanpoint  Employees.
Effective on or about July 1, 1994, the Company will spin off its
Lanpoint  Division  and the employees thereof  to  an  Affiliated
Company,  Intelligent Instrumentation, Inc. ("I3").  An  employee
of Lanpoint Division prior to the spin off who directly transfers
to  I3  without  any intervening period of employment  ("Lanpoint
Employee")  shall have the following options with regard  to  his
Stock Bonus Account:

                    (1)  Option 1:  a Lanpoint Employee can elect
               to retain his Stock Bonus Account in the Plan;

                    (2)  Option 2:  a Lanpoint Employee can elect
               to  take an in-service distribution of all of  the
               Company   Stock  allocated  to  his  Stock   Bonus
               Account; or

                    (3)  Option 3:  a Lanpoint Employee can elect
               to  have  his  Stock Bonus Account liquidated  and
               have  the  cash transferred to the Section  401(k)
               plan  of I3 and thereby waive any right to receive
               Company  Stock  upon  subsequent  termination   of
               employment with an Affiliated Company.

           B.    Vesting of Accounts of Lanpoint Employees.   The
Accounts  of  an employee of I3 who was a Lanpoint  Employee  (as
defined in paragraph A) shall be fully vested in such Accounts as
of the date of transfer of such Lanpoint Employee.

           C.    Transfer of Accounts of Lanpoint Employees.  The
Accounts  (other  than  the Stock Bonus Account)  of  a  Lanpoint
Employee (as defined in paragraph A) shall be transferred to  the
Section  401(k) plan of I3 on or about September 30,  1994.   The
Stock  Bonus Account shall be transferred on or before March  31,
1995.
           IN  WITNESS WHEREOF, the Plan has been adopted on  the
18th day of                               July, 1996.

                              BURR-BROWN CORPORATION



                              By Syrus P. Madavi

                              Title: President & CEO