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                               UNITED STATIONERS
                              401(K) SAVINGS PLAN










                                RESTATED AS OF
                                 MARCH 1, 1996

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                               TABLE OF CONTENTS

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ARTICLE I
Purpose. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   1

ARTICLE II
Definitions and Construction . . . . . . . . . . . . . . . . . . . . . . . .   2
     2.1     Definitions . . . . . . . . . . . . . . . . . . . . . . . . . .   2
     2.2     Principal Entities. . . . . . . . . . . . . . . . . . . . . . .   2
     2.3     Determination of Benefits . . . . . . . . . . . . . . . . . . .   3
     2.4     Other Definitions . . . . . . . . . . . . . . . . . . . . . . .   7
     2.5     Construction. . . . . . . . . . . . . . . . . . . . . . . . . .   7

ARTICLE III
Participation and Service. . . . . . . . . . . . . . . . . . . . . . . . . .   7
     3.1     Participation . . . . . . . . . . . . . . . . . . . . . . . . .   7
     3.2     Service . . . . . . . . . . . . . . . . . . . . . . . . . . . .   8
     3.3     Participation and Service Upon Reemployment . . . . . . . . . .   8
     3.4     Transfers . . . . . . . . . . . . . . . . . . . . . . . . . . .   9
     3.5     Controlled Groups . . . . . . . . . . . . . . . . . . . . . . .  10
     3.6     Affiliated Service Groups . . . . . . . . . . . . . . . . . . .  10
     3.7     Leased Employees. . . . . . . . . . . . . . . . . . . . . . . .  10

ARTICLE IV
Contributions and Forfeitures. . . . . . . . . . . . . . . . . . . . . . . .  10
     4.1     Employer Contributions. . . . . . . . . . . . . . . . . . . . .  10
     4.2     Contributions by Participants . . . . . . . . . . . . . . . . .  11
     4.3     Disposition of Forfeitures. . . . . . . . . . . . . . . . . . .  12
     4.4     Participant Salary Deferral . . . . . . . . . . . . . . . . . .  13
     4.5     Special Rules for Owner-Employees . . . . . . . . . . . . . . .  16

ARTICLE V
Allocations to Participants' Accounts. . . . . . . . . . . . . . . . . . . .  16
     5.1     Individual Accounts . . . . . . . . . . . . . . . . . . . . . .  16
     5.2     Account Adjustments . . . . . . . . . . . . . . . . . . . . . .  17
     5.3     Maximum Additions . . . . . . . . . . . . . . . . . . . . . . .  19
     5.4     Nondiscrimination Requirements. . . . . . . . . . . . . . . . .  20
     5.5     Rollover Contributions. . . . . . . . . . . . . . . . . . . . .  30

ARTICLE VI
Benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  31
     6.1     Retirement or Disability. . . . . . . . . . . . . . . . . . . .  31
     6.2     Death . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  31
     6.3     Termination for Other Reasons . . . . . . . . . . . . . . . . .  31


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     6.4     Payment of Benefits . . . . . . . . . . . . . . . . . . . . . .  32
     6.5     Distribution of Unallocated Employee Contributions and Salary
             Deferral Contributions. . . . . . . . . . . . . . . . . . . . .  39
     6.6     Designation of Beneficiary. . . . . . . . . . . . . . . . . . .  39
     6.7     Optional Direct Transfer of Eligible Rollover Distributions . .  41
     6.8     Loans to Participants . . . . . . . . . . . . . . . . . . . . .  42
     6.9     Cash-Out Procedure. . . . . . . . . . . . . . . . . . . . . . .  43

ARTICLE VII
Trust Fund . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  44
     7.1     Appointment of Trustee. . . . . . . . . . . . . . . . . . . . .  44
     7.2     Assets of the Trust . . . . . . . . . . . . . . . . . . . . . .  44
     7.3     Earmarked Investments . . . . . . . . . . . . . . . . . . . . .  44
     7.4     Reversion of Employer Contributions . . . . . . . . . . . . . .  45

ARTICLE VIII
Administration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  45
     8.1     Allocation of Responsibility Among 
             Fiduciaries for Plan and Trust Administration . . . . . . . . .  45
     8.2     Appointment of Committee. . . . . . . . . . . . . . . . . . . .  46
     8.3     Claims Procedure. . . . . . . . . . . . . . . . . . . . . . . .  46
     8.4     Records and Reports . . . . . . . . . . . . . . . . . . . . . .  46
     8.5     Other Committee Powers and Duties . . . . . . . . . . . . . . .  46
     8.6     Rules and Decisions . . . . . . . . . . . . . . . . . . . . . .  47
     8.7     Committee Procedures. . . . . . . . . . . . . . . . . . . . . .  47
     8.8     Authorization of Benefit Payments . . . . . . . . . . . . . . .  47
     8.9     Application and Forms for Benefits. . . . . . . . . . . . . . .  47
     8.10    Facility of Payment . . . . . . . . . . . . . . . . . . . . . .  47
     8.11    Indemnification of the Committee. . . . . . . . . . . . . . . .  48

ARTICLE IX
Miscellaneous. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  48
     9.1     Nonguarantee of Employment. . . . . . . . . . . . . . . . . . .  48
     9.2     Rights to Trust Assets. . . . . . . . . . . . . . . . . . . . .  48
     9.3     Nonalienation of Benefits . . . . . . . . . . . . . . . . . . .  48
     9.4     Nonforfeitability of Benefits . . . . . . . . . . . . . . . . .  48
     9.5     Discontinuance of Employer Contributions. . . . . . . . . . . .  48

ARTICLE X
Amendments and Action by Employers . . . . . . . . . . . . . . . . . . . . .  49
     10.1    Amendments. . . . . . . . . . . . . . . . . . . . . . . . . . .  49
     10.2    Action by Employers . . . . . . . . . . . . . . . . . . . . . .  49


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ARTICLE XI
Successor Employer and Merger or Consolidation of Plans. . . . . . . . . . .  49
     11.1    Successor Employer. . . . . . . . . . . . . . . . . . . . . . .  49
     11.2    Conditions Applicable to Mergers or Consolidations of Plans . .  49


ARTICLE XII
Plan Termination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  50
     12.1    Right to Terminate. . . . . . . . . . . . . . . . . . . . . . .  50
     12.2    Partial Termination . . . . . . . . . . . . . . . . . . . . . .  50
     12.3    Liquidation of the Trust Fund . . . . . . . . . . . . . . . . .  50
     12.4    Manner of Distribution. . . . . . . . . . . . . . . . . . . . .  50

ARTICLE XIII
Plan Adoption. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  50
     13.1    Adoption Procedure. . . . . . . . . . . . . . . . . . . . . . .  51
     13.2    Expenses. . . . . . . . . . . . . . . . . . . . . . . . . . . .  51
     13.3    Withdrawal. . . . . . . . . . . . . . . . . . . . . . . . . . .  51
     13.4    Transferred Assets. . . . . . . . . . . . . . . . . . . . . . .  51

ARTICLE XIV
Top-Heavy Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . .  51
     14.1    General . . . . . . . . . . . . . . . . . . . . . . . . . . . .  51
     14.2    Definitions . . . . . . . . . . . . . . . . . . . . . . . . . .  51
     14.3    Minimum Allocation Requirements . . . . . . . . . . . . . . . .  54
     14.4    Special 415 Limitations . . . . . . . . . . . . . . . . . . . .  55



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                                     PURPOSE

     In order to provide retirement benefits for eligible employees, United 
Stationers Supply Co. and Utility Stationery Stores, Inc. created the United 
Stationers Supply Co. Profit Sharing Plan and Trust, which was embodied in a 
trust agreement executed on January 2, 1939, and amended from time to time 
thereafter and subsequently renamed as the United Stationers Inc. Profit 
Sharing PluSavings Plan ("USI Plan").

     Effective June 24, 1992, Stationers Distributing Company, Incorporated was
merged into United Stationers Supply Co.  Stationers Distributing Company,
Incorporated maintained the Stationers Distributing Company, Incorporated Profit
Sharing Retirement and Tax Sheltered Savings Plan ("Distributing Plan").  After
the merger of Stationers Distributing Company, Incorporated into United
Stationers Supply Co., United Stationers Supply Co. deemed it desirable to merge
the Distributing Plan into the USI Plan.  The USI Plan and the Distributing Plan
were merged effective December 31, 1992.  The USI Plan was amended and restated
effective January 1, 1993, to continue the retirement programs previously
maintained by the respective USI Plan and the Distributing Plan prior to their
merger.

     Effective March 30, 1995, Associated Stationers, Inc. was merged into
United Stationers Inc. ("Company"), the parent corporation of United Stationers
Supply Co.  Associated Stationers, Inc. previously maintained the Associated
Stationers, Inc. Profit Sharing and Savings Plan ("Plan").  The Plan was
originally established effective April 1, 1992 by Associated Stationers, Inc.
for the benefit of its eligible employees and has been amended from time to time
thereafter.  After the merger of Associated Stationers, Inc. into United
Stationers, Inc. ("Company"), the Company deemed it desirable to merge the USI
Plan into this Plan effective March 1, 1996.  This Plan is herein amended and
restated effective March 1, 1996 ("Effective Date"), and renamed as the United
Stationers 401(K) Savings Plan.  The Plan, as restated, represents a
continuation of the retirement programs previously maintained by the USI Plan
and the Plan prior to their merger.

     It is intended that on or about March 1, 1996, the assets of the USI Plan
and this Plan will be combined to form the assets of this Plan following the
merger.  The sum of the participant account balances in the USI Plan and this
Plan shall equal the fair market value (determined as of the date of the merger)
of the entire plan assets.  Immediately after the merger, each participant in
this Plan shall have an account balance equal to the account balance the
participant had in this Plan or the USI Plan immediately prior to the merger. 

     The Plan and the trust established pursuant to the Plan are intended to
meet the requirements of sections 401(a) and 501(a) of the Internal Revenue Code
of 1986, as amended (the "Code") and the Employee Retirement Income Security Act
of 1974, as amended.

     The provisions of this Plan shall apply only to a participant who
terminates employment on or after the Effective Date.  The provisions of this
Plan as herein amended and restated shall not be construed to alter in any way
the rights of any former participant (or any former participant's beneficiaries)
who has retired or died, or who has terminated employment before the Effective
Date.  A former participant's eligibility for benefits, and the amount of
benefits, if any, payable to or on behalf of a former participant shall be
determined in accordance with the provisions of the respective plan in effect on
the date the participant's employment terminated.

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                          DEFINITIONS AND CONSTRUCTION

DEFINITIONS:  Where the following words and phrases appear in this Plan, they
     shall have the respective meanings set forth in this Article, unless the
     context clearly indicates to the contrary.  

PRINCIPAL ENTITIES:

     (a)  BENEFICIARY:  A person or persons designated by a Participant in
          accordance with the provisions of Section 6.6 DESIGNATION OF
          BENEFICIARY to receive any death benefit which shall be payable under
          the Plan.

     (b)  COMMITTEE:  The persons appointed pursuant to Article VIII
          ADMINISTRATION to administer the Plan in accordance with said Article.

     (c)  COMPANY:  United Stationers Inc., a Delaware corporation, with its
          principal place of business in Des Plaines, Illinois, or its successor
          or successors.

     (d)  DISTRIBUTING PLAN:  The Stationers Distributing, Incorporated Profit
          Sharing Retirement and Tax Sheltered Savings Plan prior to its merger
          into the USI Plan on June 24, 1992.

     (e)  EMPLOYEE:  Any person who is receiving remuneration on a salary or
          commission basis for personal services rendered to the Employers (or
          who would be receiving such remuneration except for an Authorized
          Leave of Absence).  Notwithstanding anything herein to the contrary,
          no leased employee within the meaning of section 414(n) of the Code
          with respect to any Employer shall be considered an Employee.

     (f)  EMPLOYERS:  The Company and such subsidiary or affiliated corporations
          of the Company, including, without limitation, United Stationers
          Supply Co., which adopt the Plan with the Company's consent.

     (g)  FIDUCIARIES:  The Employers, the Committee and the Trustee but only
          with respect to the specific responsibilities of each for Plan and
          Trust administration, all as described in Section 8.1 ALLOCATION OF
          RESPONSIBILITY AMONG FIDUCIARIES FOR PLAN AND TRUST ADMINISTRATION.

     (h)  FORMER PARTICIPANT:  A Participant whose employment with the Employers
          has terminated but who has a vested Account balance under the Plan
          which has not been paid in full, and therefore, is continuing to
          participate in the allocation of Trust Fund Income.

     (i)  PARTICIPANT:  An Employee participating in the Plan in accordance with
          the provisions of Section 3.1 PARTICIPATION.

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     (j)  PLAN:  UNITED STATIONERS INC.  401(K) SAVINGS PLAN, the Plan set forth
          herein, as amended from time to time, formerly known as the Associated
          Stationers, Inc. Profit Sharing and Savings Plan, prior to this
          amendment and restatement of the Plan. 

     (k)  TRUST (OR TRUST FUND):  The fund, maintained in accordance with the
          terms of the trust agreement entered into between the Company and the
          Trustee, as from time to time amended, which constitutes a part of
          this Plan.

     TRUSTEE:  The corporation or individuals appointed by the Board of
          Directors to administer the Trust.

     (m)  USI PLAN:  The United Stationers Inc. Profit Sharing Plus Savings Plan
          prior to its merger into this Plan on the Effective Date.

DETERMINATION OF BENEFITS:

     (a)  ACCOUNT(S):  The separate account or accounts which are maintained for
          each Participant.

     (b)  ADDITIONS:  With respect to each Limitation Year, defined at Section
          5.3 MAXIMUM ADDITIONS, the total of the Employer Contributions and
          forfeitures allocated to a Participant's Employer Contribution
          Account, Basic Employer Contribution Account and Matching Employer
          Contribution Account determined without regard to rollover
          contributions and direct transfer contributions, if any, the Employee
          Contributions which are allocated to the Participant's Employee
          Contribution Account, and the Salary Deferral Contributions which are
          allocated to the Participant's Salary Deferral Contribution Account,
          but excluding Salary Deferral Contributions attributable to Excess
          Deferrals, as defined in Section 5.4(a)(v), which are distributed no
          later than the first April 15 following the close of the Participant's
          taxable year, and including amounts allocated to an individual medical
          account, as defined in section 415(l)(2) of the Code, which is part of
          a pension or annuity plan maintained by the Employer, and amounts
          derived from contributions which are attributable to post-retirement
          medical benefits, allocated to the separate account of a key employee,
          as defined in section 419A(d)(3) of the Code, under a welfare benefit
          fund, as defined in section 419(e) of the Code, maintained by the
          Employer.

     (c)  AUTHORIZED LEAVE OF ABSENCE:  Any absence authorized in writing by an
          Employer under the Employer's standard personnel practices provided
          that all persons under similar circumstances must be treated alike in
          the granting of such Authorized Leaves of Absence and provided further
          that the Employee returns or retires within the period of authorized
          absence.  An absence due to service in the Armed Forces of the United
          States shall be considered an Authorized Leave of Absence provided
          that the absence is caused 

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          by war or other emergency, or provided that the Employee is 
          required to serve under the laws of conscription in time of 
          peace, and further provided that the Employee returns to
          employment with the Employers within the period provided by law.

     (d)  BASE CONTRIBUTION RATE:  The rate at which Basic Contributions and
          Additional Pro-rata Contributions are allocated to Participant
          Accounts for the Year with respect to Compensation at or below the
          Integration Level.

     (e)  BASIC EMPLOYER CONTRIBUTIONS:  Contributions of the Employers as
          described in Section 5.2(b)(i).

     (f)  BASIC EMPLOYER CONTRIBUTION ACCOUNT:  The separate account which shall
          be maintained by the Committee for each Participant to reflect the
          aggregate of all Basic Employer Contributions made on behalf of such
          Participant under this Plan on or after the Effective Date and the
          Participants' Qualified Nonelective Contribution Account and Qualified
          Matching Contribution Account balances under this Plan or the
          Participant's Post-1986 Basic Employer Contribution Account balance
          under the USI Plan immediately prior to the Effective Date, together
          with any earnings and losses thereon.

     (g)  COMPENSATION: Total gross pay less compensation attributable to the
          following items:  relocation allowances, imputed life insurance,
          awards and prizes, non-qualified stock options, referral awards, other
          pay classified under special pay number 21 as of the date hereof, car
          loans, officer perks, disability non-taxable (year end), severance
          pay, car allowances, and relocation-interest and taxes gross-up.

          The annual Compensation of each Participant taken into account under
          the Plan for any Plan Year shall not exceed $150,000, as adjusted for
          changes in the cost of living as provided in section 401(a)(17) of the
          Code.  In determining the Compensation of a Participant for purposes
          of this limitation, the rules of section 414(q)(6) of the Code shall
          apply, except that in applying such rules, the term "family" shall
          include only the spouse of the Participant and any lineal descendants
          of the Participant who have not attained age nineteen (19) before the
          close of the year.  If, as a result of the application of such rules
          the adjusted annual Compensation Limit as defined in section
          401(a)(17) of the Code is exceeded, the limitation shall be prorated
          among the affected individuals in proportion to each such individual's
          Compensation as determined prior to the application of this
          limitation.

     (h)  DISABILITY:  A physical or mental condition which, in the judgment of
          the Committee, based upon medical reports and other evidence
          satisfactory to the Committee, presumably permanently prevents an
          Employee from satisfactorily performing the Employee's usual duties
          for the Employers or the duties of such other position or job which
          the Employers make available to the Employee and for which such
          Employee is 

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          qualified by reason of training, education or experience.

     (i)  DISTRIBUTING PLAN ACCOUNT:  The separate account which shall be
          maintained by the Committee for a Participant to reflect the monetary
          value of the Participant's individual interest in the Trust
          attributable to Elective Deferrals, Matching Company Contributions and
          Optional Company Contributions made to the Distributing Plan on the
          Participant's behalf, and any earnings or losses thereon.

     (j)  DISTRIBUTING SALARY DEFERRAL CONTRIBUTION SUBACCOUNT:  The separate
          subaccount which shall be maintained by the Committee for a
          Participant to reflect the monetary value of the Participant's
          individual interest in the Trust attributable to Elective Deferrals
          made to the Distributing Plan on the Participant's behalf, and any
          earnings or losses thereon.

     (k)  EMPLOYEE CONTRIBUTIONS:  Contributions by the Participant as described
          in Section 4.2 CONTRIBUTIONS BY PARTICIPANTS.

     (l)  EMPLOYEE CONTRIBUTION ACCOUNT:  The separate account which shall be
          maintained by the Committee for each Participant who elects to make
          Employee Contributions pursuant to Section 4.2 CONTRIBUTIONS BY
          PARTICIPANTS or Rollover Contributions pursuant to Section 5.5
          ROLLOVER CONTRIBUTIONS or who had an Employee Contribution Account
          Balance under the USI Plan or an After-Tax Deposit Account or a
          Rollover Deposit Account balance under this Plan immediately prior to
          the Effective Date, to reflect the aggregate of such Participant's
          Employee Contributions under this Plan on or after the Effective Date
          and the Participant's After-Tax Deposit Account and Rollover Deposit
          Account Balance under this Plan or the Participant's Employee
          Contribution Account balance under the USI Plan immediately prior to
          the Effective Date, together with any earnings and losses thereon.  A
          separate account may be maintained for Employee Contributions made
          under the USI Plan on or before January 1, 1987.

     (m)  EMPLOYER CONTRIBUTIONS:  Contributions of the Employer as described in
          Section 4.1 EMPLOYEE CONTRIBUTIONS.

     (n)  EMPLOYER CONTRIBUTION ACCOUNT:  The separate account which shall be
          maintained by the Committee for each Participant to reflect the
          aggregate of all Employer Contributions other than Basic Employer
          Contributions and Matching Employer Contributions made on behalf of
          such Participant on or after the Effective Date and the Participant's
          Company Basic Deposit Account balance under this Plan or Employer
          Contribution Account balance under the USI Plan immediately prior to
          the Effective Date, together with any earnings and losses thereon.

     (o)  EXCESS COMPENSATION:  The portion, if any, of a Participant's
          Compensation that exceeds eighty-five percent (85%) of the Taxable
          Wage Base (sometimes referred to herein as 

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          the "Integration Level").

     (p)  FORFEITURE:  The portion of a Participant's Employer Contribution
          Account and Matching Employer Contribution Account which is forfeited
          because of termination of employment before full vesting.

     (q)  INCOME:  The net gain or loss of the Trust Fund from investments, as
          reflected by interest payments, dividends, realized and unrealized
          gains and losses on securities, other investment transactions and
          expenses paid from the Trust Fund.  In determining the Income of the
          Trust Fund as of any date, assets shall be valued on the basis of
          their then fair market value.

     (r)  INTEGRATION RATE:  The greater of 5.4% or the percentage equal to the
          portion of the rate of tax under section 3111(a) of the Code
          attributable to old age insurance applicable as of the first day of
          the Year multiplied by the fraction 5.4/5.7.

     (s)  MATCHING EMPLOYER CONTRIBUTIONS:  Employer Contributions which match
          (at percentages to be determined by the Employers) all or a portion of
          the Salary Deferral Contributions made.

     (t)  MATCHING EMPLOYER CONTRIBUTION ACCOUNT:  The separate account which
          shall be maintained by the Committee for each Participant to reflect
          the aggregate of all Matching Employer Contributions made on behalf of
          such Participant under this Plan on or after the Effective Date and
          the Participant's Company Matching Employer Contribution Account
          balance under the USI Plan or Company Matching Deposit Account balance
          under this Plan immediately prior to the Effective Date together with
          any earnings and losses thereon.

     (u)  NORMAL RETIREMENT AGE:  Age sixty-five (65).

     PARTICIPATION:  The period commencing as of the date the Employee became a
          Participant and ending on the date employment with the Employers
          terminated, except that, with respect to a Former Participant, limited
          Participation in the Trust Fund Income continues until the Former
          Participant's vested Account balance is distributed.

     (w)  PRE-1987 EMPLOYEE CONTRIBUTION ACCOUNT:  The separate account
          maintained to reflect Employee Contributions made under the USI Plan
          prior to January 1, 1987.

     (x)  SALARY DEFERRAL CONTRIBUTIONS:  Contributions described in Section 4.4
          PARTICIPANT SALARY DEFERRAL. 

     (y)  SALARY DEFERRAL CONTRIBUTION ACCOUNT:  The separate account which
          shall be maintained 

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          by the Committee for each Participant to reflect all Salary 
          Deferral Contributions made on behalf of such Participant
          under this Plan on or after the Effective Date and the Participant's
          Before-Tax Deposit Account balance under this Plan or the
          Participant's Salary Deferral Contribution Account balance under the
          USI Plan immediately prior to the Effective Date, together with any
          earnings and losses thereon.

     (z)  SERVICE:  A Participant's period of employment with the Employers
          determined in accordance with Section 3.2 SERVICE.

     (aa) TAXABLE WAGE BASE:  The maximum amount of earnings for a Participant
          which may as of the first day of the Year be considered wages for any
          Year under section 3121(a)(1) of the Code.

OTHER DEFINITIONS:

     (a)  ALLOCATION DATE:  December 31 of each year and such other dates as may
          be established by the Company.

     (b)  CONTRIBUTION DATE:  Such dates as selected by the Company for the
          making of contributions accrued under the Plan which are within a
          reasonable time following the fifteenth (15th) and last day of each
          month of the Year and any such other date or dates as shall be
          determined by the Board of Directors of the Company.
EFFECTIVE DATE:  The merger of the Plan with the USI Plan and the provisions of
this amended and restated Plan are effective on March 1, 1996.


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

     (e)  VALUATION DATE:  Each day of the Year or such other date or dates 
          as may be established by the Company to assure proper 
          administration of the Plan.  In no event shall there be less than 
          one (1) Valuation Date within any twelve (12) consecutive month 
          period.  The Company may direct a special Valuation Date in order 
          to avoid prejudice either to continuing Participants or to 
          terminating Participants.  Such special Valuation Date shall be 
          deemed equivalent to a regular Valuation Date. Adjustments 
          hereunder shall apply uniformly to all accounts hereunder.

     YEAR:  The twelve (12) month period commencing on January 1 and ending on
          December 31.

II.5 CONSTRUCTION:  The singular, where appearing in the Plan, may include the
     plural, and the masculine gender shall be deemed to include the feminine
     gender, unless the context clearly indicates to the contrary.  Any headings
     used herein are included for ease of reference only, and 

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     are not to be construed so as to alter any term of the Plan.

                            PARTICIPATION AND SERVICE

PARTICIPATION:  Each Employee who was a Participant in the Plan or the USI Plan
     on February 29, 1996, shall continue to participate in the Plan on March 1,
     1996.  Each other Employee shall become a Participant on the first day of
     the month after the Employee has completed a consecutive six (6) month
     period of employment with the Employers.  Notwithstanding the foregoing
     provisions of this Section, any Employee who is a member of a unit of
     Employees which is covered by a collective bargaining agreement to which an
     Employer is a party, shall not be a Participant unless such bargaining
     agreement provides for such unit's participation; and any otherwise
     eligible Employee or participant in a unit of Employees which is not
     covered by a collective bargaining agreement to which an Employer is a
     party, but which subsequently becomes so covered, shall continue to be
     eligible to participate hereunder until and unless such unit is excluded
     from Participation pursuant to collective bargaining.  If a Participant
     ceases to be eligible to participate in the Plan for any reason the
     Participant shall not be eligible to share in any Employer Contributions
     made as of any date after the Participant's eligibility ceases, but for all
     other purposes the Participant's Accounts shall be held, administered and
     distributed as provided in the Plan.  After a termination of employment, a
     rehired Employee's subsequent Participation in the Plan shall be subject to
     the provisions of Section 3.3 PARTICIPATION AND SERVICE UPON REEMPLOYMENT.

SERVICE:  A Participant's eligibility for benefits under the Plan shall be
     determined by the Participant's period of Service.  Subject to the
     reemployment provisions of Section 3.3 PARTICIPATION AND SERVICE UPON
     REEMPLOYMENT, a Participant's last period of continuous employment with the
     Employers shall be recognized as Service hereunder.  Service shall be
     deemed to include years and fractional years of employment.  Periods of
     temporary illness or disability and Authorized Leaves of Absence shall not
     be deemed as breaking continuity of employment and shall be counted as
     periods of Service.  Notwithstanding the foregoing, in the case of an
     Employee who is absent from employment for maternity or paternity reasons,
     an absence during the twelve (12) month consecutive period beginning on the
     first anniversary of the first date of such absence shall not constitute a
     break in employment for purposes of determining the Employee's Service. 
     For this purpose, an absence from employment for maternity or paternity
     reasons, means an absence (a) by reason of the pregnancy of the Employee,
     (b) by reason of the birth of a child of the Employee, (c) by reason of the
     placement of a child with the Employee in connection with the adoption of
     such child by the Employee, or (d) for purposes of caring for such child
     for a period beginning immediately following such birth or placement. 
     Anything herein to the contrary notwithstanding, during the continuance of
     any Authorized Leaves of Absence or periods of temporary illness or
     disability the Employee's interest in the Trust shall nevertheless be held
     for the Employee's benefit and the Employee shall continue as a Participant
     in the Plan as if the Employee were in the active employment of the
     Employer and Employer Contributions shall be allocated to the Accounts of
     such Participant.

                                       8
<PAGE>

III.2     
PARTICIPATION AND SERVICE UPON REEMPLOYMENT:  Except for the continuing
     participation in Trust Fund Income of a Former Participant, Participation
     in the Plan shall cease upon termination of employment with the Employers.
     Termination of employment may have resulted from retirement, death,
     voluntary or involuntary termination of employment, unauthorized absence,
     or by failure to return to active employment with the Employers or to
     retire by the date on which an Authorized Leave of Absence expired.

     Upon reemployment of any person who had previously been employed by the
     Employers the following rules shall apply in determining Participation in
     the Plan and Service under Section 3.2 SERVICE:

     (a)  REEMPLOYMENT WITHIN ONE (1) YEAR:  If an Employee is rehired within
          the one (1) year period following the date of the Employee's
          termination of employment, the Employee shall participate in the Plan
          as of the first day of the month following the date of reemployment
          or, if later, the date the Employee would have initially participated
          in the Plan under the provisions of Section 3.1 PARTICIPATION had the
          Employee not terminated employment.  Reemployment within such one (1)
          year period shall result in no break in employment and the period
          after the Employee's termination of employment shall be counted as a
          period of Service.  In addition, if such Employee was a Participant
          during the Employee's prior period of employment, the Employee may
          also be entitled to a beginning Employer Contribution Account as
          provided in Section 4.3 DISPOSITION OF FORFEITURES.

     (b)  REEMPLOYMENT AFTER ONE (1) YEAR:  If an Employee is rehired more than
          one (1) year after the Employee's termination of employment, the
          Employee shall participate in the Plan as of the date the Employee
          meets the eligibility requirements for Participation under the
          provisions of Section 3.1 PARTICIPATION.

     If the reemployed Employee was a Participant in the Plan when the
     Employee's prior period of employment terminated, any Service attributable
     to the Employee's prior period of employment shall be reinstated as of the
     date of the Employee's reparticipation.  If the reemployed Employee was not
     a Participant in the Plan during the Employee's prior period of employment,
     any Service attributable to the Employee's prior period of employment shall
     be cancelled and the Employee shall receive no Service credit for the
     period of termination of employment as of the date that the length of the
     Employee's period of employment equalled the greater of five (5)
     consecutive years of breaks in employment or the length of the Employee's
     prior period of employment.

TRANSFERS:

     (a)  A Participant shall receive Service for employment by an Employer,
          whether or not such employment provided eligibility for inclusion in
          the Plan, or by any corporation which is


                                       9


<PAGE>

          a member of the controlled group of corporations of which the Employer
          is a part or by any trades or businesses (whether or not incorporated)
          which are under common control (as provided in sections 414(b), (c) or
          (o) of the Code) or constitute an affiliated service group (as defined
          in Section 414(m) of the Code).  Notwithstanding the previous 
          sentence, all such employment shall be determined in accordance with 
          the reemployment provisions of Section 3.3 PARTICIPATION AND SERVICE 
          UPON REEMPLOYMENT.

(a)  
     (b)  If a Participant is transferred to employment with a member of the
          controlled group of which the Employer is a part to a position which
          is not eligible for participation in the Plan, the Participant's
          Participation under the Plan shall be suspended, provided, however,
          that during the period of employment in such ineligible position:  (i)
          subject to the reemployment provisions of Section 3.3 PARTICIPATION
          AND SERVICE UPON REEMPLOYMENT, Service for vesting purposes shall
          continue to accrue, (ii) the Participant's Employer Contribution
          Account, Basic Employer Contribution Account and Matching Employer
          Contribution Account shall receive no Employer Contributions under
          Sections 5.2(b), (iii) the Participant shall continue to participate
          in Income allocations pursuant to Section 5.2(a) and (iv) the
          provisions of Article VI BENEFITS shall continue to apply.

     (c)  In the event of transfer as described in the foregoing subparagraph
          (b) to eligible employment by an Employer without a break in
          employment, the prior period of employment shall be recognized in
          determining eligibility to participate in the Plan in accordance with
          Section 3.1  PARTICIPATION.

     (d)  Transfer between Employers shall not interrupt Service under the Plan.

CONTROLLED GROUPS:  For the purposes of determining Service for eligibility,
     vesting and compliance with certain top-heavy rules, all employees of all
     corporations which are members of a controlled group of corporations (as
     defined in section 414(b) of the Code) and all employees of all trades or
     businesses (whether or not incorporated) which are under common control (as
     defined in section 414(c) of the Code) and all employees of any other
     entity required to be aggregated pursuant to regulations under section
     414(o) of the Code will be treated as employed by a single employer.

AFFILIATED SERVICE GROUPS:  For the purpose of determining Service for
     eligibility, vesting and compliance with certain top-heavy rules, all
     employees of all members of an affiliated service group (as defined in
     section 414(m) of the Code) will be treated as employed by a single
     employer.

LEASED EMPLOYEES:  For the purpose of determining Service for eligibility,
     vesting, and compliance with certain top-heavy rules, all leased employees
     (as defined in section 414(n) of the Code) providing services to the
     Employers will be treated as employed by the Employers.  A leased


                                       10


<PAGE>

     employee will not be treated as employed by the Employers under this 
     Section if leased employees constitute less than twenty percent (20%) of 
     the Employers' non-highly compensated work force within the meaning of 
     section 414(n)(5)(C)(ii) of the Code, and the leased employee is covered 
     by a plan described in section 414(n)(5) of the Code.


                          CONTRIBUTIONS AND FORFEITURES

EMPLOYER CONTRIBUTIONS:  The Employers may make a contribution to the Plan for
     each contribution period in an amount equal to the sum of the "Basic
     Contribution", "Excess Contribution", "Additional Pro-rata Contribution",
     and "Matching Employer Contribution" as herein defined.  For each
     contribution period the Board of Directors of the Company may determine an
     amount that may be contributed to the Plan to be allocated to the Accounts
     of Participants on the basis of total Compensation for the contribution
     period and pursuant to subsection 5.2(b)(i) (the "Basic Contribution") and
     pursuant to subsection 5.2(b)(iii) (the "Additional Pro-rata Contribution")
     and an amount that may be contributed to the Plan to be allocated to the
     Accounts of Participants on the basis of Excess Compensation for the
     contribution period pursuant to subsection 5.2(b)(ii) (the "Excess
     Contribution"); provided, however, that the Employers' Excess Contributions
     for a Year shall not exceed the lesser of the Integration Rate or Base
     Contribution Rate times all eligible Participants' Excess Compensation
     during the Year.  In addition, for each contribution period the Board of
     Directors of the Company may determine an amount that may be contributed to
     the Plan as Matching Employer Contributions.  The amount, if any,
     contributed as Matching Employer Contributions shall equal a percentage,
     determined by the Board of Directors of the Company, of all or a portion,
     determined by the Board of Directors of the Company, of Salary Deferral
     Contributions made during the contribution period.  All Salary Deferral
     Contributions for a Year shall be paid to the Trustee in no event later
     than the earlier of (a) ninety (90) days following the date of the salary
     deferral with respect to which the Salary Deferral Contribution is made or
     (b) not later than the time prescribed by law for the filing of a Federal
     income tax return, including any extensions which have been granted for
     such filing.  All other contributions of the Employers for a Year shall be
     paid to the Trustee, and payment shall be made not later than the time
     prescribed by law for the filing of a Federal income tax return, including
     any extensions which have been granted for such filing.

CONTRIBUTIONS BY PARTICIPANTS:  

     (a)  Each Participant may elect to contribute to the Trust Fund in each
          Year while a Participant an amount equal to between one percent (1%)
          and ten percent (10%) of the Participant's Compensation.  A
          Participant may commence or resume making Employee Contributions by
          filing a written notice with the Committee at least thirty (30) days
          prior to the date such Employee Contributions are to commence or
          resume.  In addition, a Participant may contribute in any Year an
          amount which, together with all other Employee Contributions made by
          that Participant in prior Years, will cause the


                                       11


<PAGE>

          Participant's total Employee Contributions not to exceed ten percent 
          (10%) of the Compensation received by the Participant for all Years 
          that the Participant has been a Participant in the Plan.  All Employee
          Contributions are subject to the continuing approval of the Committee
          and may be revoked or suspended at any time if the Company determines
          that such revocation or suspension is necessary to ensure that (a) a
          Participant's Annual Additions for any Year will not exceed the
          limitations of Section 5.3 MAXIMUM ADDITIONS or (b) violate the
          nondiscrimination tests of Section 401(m) of the Code.  Any revocation
          or suspension of Employee Contributions made by an Employer pursuant
          to this subsection in order to ensure compliance with the
          nondiscrimination tests of Section 401(m) of the Code shall be made
          pursuant to the provisions of Section 5.4 NONDISCRIMINATION
          REQUIREMENTS.
(a)  
     (b)  A Participant who elects to contribute may make voluntary Employee
          Contributions:

               (i)  by payroll deductions.  The Employer shall deduct each
                    Participant's Employee Contribution, in integral
                    percentages, from the Participant's Compensation for each
                    pay period as authorized by the Participant in writing on a
                    form approved by the Employer; or

               (ii) by a series of quarterly cash payments as specified by the
                    Participant in writing on a form approved by the Employer;
                    or

               (iii)     by an annual lump-sum contribution in each Year while a
                    Participant.  A lump-sum contribution shall be made in cash
                    as specified by the Participant in writing on a form
                    approved by the Employer.

As soon as practicable, the Employer shall pay the amounts received to the
Trustee to be held and administered in trust pursuant to the Trust.

     (c)  The Employer shall direct the Committee to establish and maintain an
          Employee Contribution Account in the name of each Participant who
          elects to make Employee Contributions.

     (d)  A Participant may change the amount or percentage of the Participant's
          Employee Contributions with respect to any future Employee
          Contributions by filing another authorization form with the Committee
          to be effective on the first day of any subsequent month.

     (e)  A Participant may elect to discontinue Employee Contributions as of
          any pay period during the Year.  Such notification must be submitted
          to the Committee, in a form approved by the Employer, prior to the
          date upon which the payroll preparation commences for the pay period. 
          In the event of such a discontinuance, a Participant may


                                       12


<PAGE>

          resume making Employee Contributions as of the first day of any 
          subsequent month by filing written notice with the Committee.

     (f)  A Participant may elect in writing to withdraw the entire value of the
          Participant's Employee Contribution Account, or any portion of the
          Participant's Employee Contribution Account but not less than five
          hundred dollars ($500).  Such request must be submitted at least
          ninety (90) days prior to the Valuation Date immediately preceding the
          withdrawal and must be in a form approved by the Employer.  In the
          event of such withdrawal, the Participant shall not be allowed to make
          any Employee Contributions until the first day of any subsequent month
          after the Participant has filed a written notice with the Committee
          and at least thirty (30) days has elapsed since the date of
          withdrawal.  The value of the Employee Contribution Account for
          purposes of this subsection (f), shall be determined as of the
          Valuation Date immediately preceding the date of the withdrawal.

DISPOSITION OF FORFEITURES:  Upon termination of employment, a Participant's
     Forfeiture, if any, shall be utilized as provided in Section 5.2(c) as of
     the Contribution Date following the date of the Participant's termination
     of employment.  If the Participant returns to the employ of an Employer
     before five (5) consecutive one (1) year periods of absence, the
     Participant shall have the right to repay the entire amount distributed to
     the Participant upon the Participant's return to the employ of an Employer,
     provided such repayment is prior to the earlier of the Participant's
     incurring five (5) consecutive one (1) year periods of absence or five (5)
     years after the date of such Participant's reemployment.

     Upon such repayment, the amount of the Forfeiture shall be reinstated in
     full, unadjusted by any gains or losses, in the Participant's new Employer
     Contribution Account.  Such restoration shall be made out of the current
     year's Forfeitures and, if they are insufficient, out of the Employer
     Contributions and, if they are insufficient, out of the current Year's
     earnings.

PARTICIPANT SALARY DEFERRAL:

     (a)  A Participant may, pursuant to a uniform and nondiscriminatory
          procedure established by the Committee, elect to enter into a written
          salary deferral agreement with the Employer.  The terms of any such
          salary deferral agreement shall provide that the Participant agrees to
          accept a deferral in salary from the Employer equal to a stated
          percentage or amount of the Participant's Compensation not to exceed
          sixteen percent (16%) of such Compensation.  In consideration of such
          agreement, the Employer will make a Salary Deferral Contribution to
          the Participant's Salary Deferral Contribution Account on behalf of
          the Participant for such Year in an amount equal to the total amount
          by which the Participant's salary from the Employer was deferred
          during the Year pursuant to the salary deferral agreement.


                                       13


<PAGE>

     (b)  Amounts credited to a Participant's Salary Deferral Contribution
          Account shall be one hundred percent (100%) vested and nonforfeitable
          at all times.

     (c)  Further, salary deferral agreements shall be governed by the following
          provisions:

               (i)  An Employer may amend or revoke its salary deferral
                    agreement with any Participant at any time, if the Company
                    determines that such revocation or amendment is necessary to
                    ensure that (A) a Participant's Annual Additions for any
                    Year will not exceed the limitations of Section 5.3 MAXIMUM
                    ADDITIONS, (B) the nondiscrimination tests of section 401(k)
                    of the Code are met for such Year, or (C) no more than seven
                    thousand dollars ($7,000), as adjusted by the Secretary of
                    Treasury, is deferred by any individual for the individual's
                    taxable year.  Any amendment or revocation of salary
                    deferral agreements made by the Employers pursuant to this
                    subsection in order to ensure compliance with the
                    nondiscrimination tests of section 401(k) of the Code shall
                    be made pursuant to the provisions of Section 5.4
                    NONDISCRIMINATION REQUIREMENTS.

               (ii) Except as provided in the salary deferral agreement itself,
                    a salary deferral agreement applicable to any given Year,
                    once made, may be revoked or amended prospectively by the
                    Participant in accordance with uniform and nondiscriminatory
                    procedures established by the Committee.

     Withdrawals from the Participant's Salary Deferral Contribution Account or
          Distributing Salary Deferral Contribution Subaccount shall be governed
          by the following rules:

               (i)  No amounts may be withdrawn by a Participant from the
                    Participant's Salary Deferral Contribution Account or
                    Distributing Salary Deferral Contribution Subaccount prior
                    to termination of employment with the Employers, unless the
                    Participant has either attained age fifty-nine and one-half
                    (59-1/2) or is able to demonstrate financial hardship. 
                    Pursuant to uniform and nondiscriminatory procedures
                    established by the Committee, a Participant who has either
                    attained age fifty-nine and one-half (59-1/2) or is able to
                    demonstrate financial hardship may elect to withdraw up to
                    an amount not less than five hundred ($500.00) and not more
                    than the aggregate of the Salary Deferral Contributions
                    under this Plan, the Elective Deferral under the
                    Distributing Plan and the Before-Tax Deposits under the Plan
                    prior to June 24, 1992 and the Salary Deferral Contributions
                    under the USI Plan prior to the Effective Date made by the
                    Participant, less the aggregate of such amounts previously


                                       14


<PAGE>

                    withdrawn by the Participant.  A Participant's withdrawal
                    request will require the consent of the Committee. 
                    Committee consent for withdrawal because of financial
                    hardship shall be given only if, under uniform and
                    nondiscriminatory procedures, the Committee determines that
                    the requirements of subparagraph (ii) are met.  In
                    determining whether the requirements of subparagraph (ii)
                    are met, the Committee may rely upon the Participant's
                    written representations if such reliance is reasonable.  Any
                    request for withdrawal pursuant to this subparagraph (i)
                    shall be made to the Committee in writing.  Any Participant
                    who makes or has made withdrawals from the Participant's
                    Salary Deferral Contribution Account or Distributing Salary
                    Deferral Contribution Subaccount shall continue as a
                    Participant in the Plan but will not be allowed to have
                    Salary Deferral Contributions made on the Participant's
                    behalf for twelve (12) months from the date of withdrawal.

               (ii) For the purposes of subparagraph (i) of this subsection (d),
                    a withdrawal is on account of financial hardship if the
                    withdrawal is made on account of an immediate and heavy
                    financial need of the Participant and is necessary to
                    satisfy the immediate and heavy financial need.

                    (A)  A withdrawal is deemed made on account of an immediate
                         and heavy financial need of the Participant if the
                         withdrawal is on account of:

                         (1)  Medical expenses described in section 213(d) of
                              the Code incurred by or necessary for the
                              Participant, the Participant's spouse, or any
                              dependents of the Participant;

                         Purchase (excluding mortgage payments) of a principal
                              residence for the Participant;

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

                         (4)  Payments to prevent the eviction of the
                              Participant from the Participant's principal
                              residence or the foreclosure on the mortgage of
                              the Participant's principal residence.

                    (B)  A withdrawal is deemed necessary to satisfy an
                         immediate and


                                       15


<PAGE>

                              heavy financial need if all of the following 
                              requirements are met:

                         (1)  The withdrawal is not in excess of the amount of
                              the immediate and heavy financial need of the
                              Participant (including amounts necessary to pay
                              any federal, state or local income taxes or
                              penalties reasonably anticipated to result from
                              the distribution);

                         (2)  The Participant has obtained all distributions,
                              other than hardship withdrawals, and all
                              nontaxable loans currently available under all
                              plans maintained by the Employers;

                         (3)  The Plan and all other plans of the Employers will
                              not permit any Salary Deferral Contributions or
                              Employee Contributions on behalf of the
                              Participant for twelve (12) months after receipt
                              of the withdrawal by the Participant; and

                         (4)  The Plan and all other plans of the Employers will
                              not permit any Salary Deferral Contributions for
                              the Participant's taxable year immediately
                              following the taxable year of the withdrawal in
                              excess of the applicable limit under section
                              402(g) for such next taxable year less the amount
                              of such Participant's Salary Deferral
                              Contributions for the taxable year of the
                              withdrawal.

SPECIAL RULES FOR OWNER-EMPLOYEES:

     (a)  Where the Plan provides contributions for one or more Owner-Employees
          who control both the business for which this Plan is established and
          one or more other trades or businesses, this Plan and the plan or
          plans established for the other trades or businesses must satisfy
          sections 401(a) and 401(d) of the Code for employees of this and all
          other controlled trades or businesses.

     (b)  Where the Plan provides contributions for one or more Owner-Employees
          who control one or more other trades or businesses, the employees of
          the other trades or businesses must be included in a plan which
          satisfies sections 401(a) and 401(d) of the Code, and which provides
          contributions or benefits not less favorable than those provided to
          Owner-Employees under this Plan.


                                       16


<PAGE>

     (c)  For purposes of this Section 4.5, one or more Owner-Employees will be
          considered to control a trade or business if one or more Owner-
          Employees (i) own the entire interest in an unincorporated trade or
          business, or (ii) own more than fifty percent (50%) of either the
          capital interest or the profits interest in a partnership.  For
          purposes of the preceding sentence, one or more Owner-Employees shall
          be treated as owning an interest in a partnership which is owned,
          directly or indirectly, by a partnership which one or more such Owner-
          Employees are considered to control for purposes of this subsection
          (c).

                      ALLOCATIONS TO PARTICIPANTS' ACCOUNTS

INDIVIDUAL ACCOUNTS:  The Committee shall create and maintain adequate records
     to disclose the interest in the Trust of each Participant, Former
     Participant, and Beneficiary.  Such records shall be in the form of
     individual Accounts, and credits and charges shall be made to such Accounts
     in the manner herein described.  A Participant shall have as many as seven
     (7) separate Accounts, an Employer Contribution Account, a Basic Employer
     Contribution Account, an Employee Contribution Account, an Employee
     Contribution Account for Pre-1987 Employee Contributions, a Salary Deferral
     Contribution Account, a Matching Employer Contribution Account and a
     Distributing Plan Account.  The amount, if any, in a Participant's Employee
     Contribution Account, Basic Employer Contribution Account, Salary Deferral
     Contribution Account and Distributing Plan Account shall be one hundred
     percent (100%) vested and nonforfeitable at all times.  The maintenance of
     individual Accounts is only for accounting purposes, and a segregation of
     the assets of the Trust Fund to each Account shall not be required. 
     Distributions made from an Account shall be charged to the Account as of
     the date paid.

ACCOUNT ADJUSTMENTS:  The Accounts of Participants, Former Participants and
     Beneficiaries shall be adjusted in accordance with the following:

     (a)  INCOME:  As of each Valuation Date, the Income of the Trust Fund since
          the last Valuation Date shall be allocated among the Accounts of
          Participants, Former Participants and Beneficiaries by adjusting the
          stated value of each Account to reflect its actual value as of the
          current Valuation Date.  The Company shall establish a reasonable
          accounting method which shall carry out the intent of the preceding
          sentence.

          As of each Valuation Date, the Trustee shall value the Trust Fund
          excluding earmarked investments.  The Trustee shall determine the fair
          market value of assets of the Trust in compliance with this Section
          and the principles of Section 3(26) of ERISA and regulations issued
          pursuant thereto.  Earmarked investments shall be valued separately,
          at the same time and by the same method as hereinabove provided.  All
          gains and losses on investments earmarked to a Participant's Account
          shall be credited to that Account.

          The value of an Account for all purposes of the Plan shall be its
          value as last determined under this Section on or before the date in
          question, increased by contributions thereafter 

                                      17

<PAGE>

          credited to the Account and decreased by amounts thereafter 
          withdrawn or distributed from the Account.

     (b)  EMPLOYER CONTRIBUTIONS:  As of each Allocation Date, the Employer
          Contributions for the contribution period shall be allocated among
          those Participants who were in the employ of an Employer on the
          Allocation Date (or if necessary for the Plan to meet the requirements
          of Section 410(b) of the Code, such Participants with the highest
          number of Hours of Service with the number of Participants as required
          to meet the requirements of Section 410(b) of the Code, whether or not
          such Participants are employed as of the Allocation Date) (hereinafter
          referred to as "eligible Participant").  Such allocation shall be made
          in accordance with the following:

               (i)  BASIC ALLOCATION:  First, each Employer's Basic Contribution
                    for the contribution period, if any, shall be allocated to
                    the Basic Employer Contribution Accounts of all eligible
                    Participants who were employed by such Employer according to
                    the ratio that each eligible Participant's Compensation for
                    the contribution period bears to the total Compensation of
                    all eligible Participants during the contribution period.

               (ii) EXCESS ALLOCATION:  Second, each Employer's Excess
                    Contribution for the contribution period, if any, shall be
                    allocated to the Employer Contribution Accounts of all
                    eligible Participants who were employed by such Employer and
                    who earned Excess Compensation.  Such allocation shall be
                    made on a pro-rata basis according to the ratio that each
                    eligible Participant's Excess Compensation bears to the
                    total Excess Compensation for the contribution period of all
                    eligible Participants during the contribution period. 
                    However, the portion of the Employer Contributions to be
                    allocated pursuant to the subparagraph shall not exceed the
                    Integration Rate times all eligible Participants' Excess
                    Compensation during the Year.  If, after the above
                    allocations are made, the rate at which such allocation of
                    Employer Contributions is made with respect to each
                    Participant's Excess Compensation exceeds the Base
                    Contribution Rate, Employer Contributions to be allocated
                    pursuant to this subparagraph shall be reduced (and, at the
                    Employers' election, the Base Contribution under
                    subparagraph (i) above or the Additional Pro-rata
                    Contribution under subparagraph (iii) below shall be
                    increased) until the rate of allocation under this
                    subparagraph equals the Base Contribution Rate.

(ii)                V(x) ADDITIONAL PRO-RATA ALLOCATION:  Third, each Employer's
                    Additional Pro-rata Contribution for the contribution
                    period, if any, shall be allocated to the Employer
                    Contribution Accounts of all eligible 

                                       18

<PAGE>

                    Participants who were employed by such Employer according 
                    to the ratio that each eligible Participant's 
                    Compensation for the contribution period bears to the 
                    total Compensation of all eligible Participants during 
                    the contribution period.

(ii)                V(xi)     MATCHING EMPLOYER ALLOCATION:  Fourth, each
                    Employer's Matching Employer Contribution for the
                    contribution period, if any, shall be allocated to the
                    Matching Employer Contribution Accounts of all eligible
                    Participants who made Salary Deferral Contributions for the
                    contribution period and were employed by such Employer in
                    accordance with uniform and nondiscriminatory procedures
                    established by the Committee and in a manner proportionate
                    to all or a portion of the Salary Deferral Contributions
                    made for such contribution period as determined by the Board
                    of Directors of the Company.

     (c)  FORFEITURES:  As of the end of each Year, Forfeitures which have
          become available for distribution under Section 4.3 DISPOSITION OF
          FORFEITURES during such Year shall first be utilized to restore any
          Forfeitures required to be reinstated pursuant to Section 4.3 and any
          remaining Forfeitures will be used to reduce the Employer
          Contributions to the Plan.

     (d)  ALLOCATION OF EMPLOYEE CONTRIBUTIONS:  As of each Contribution Date,
          after the allocation of Income, Employee Contributions made to the
          Plan by each Participant shall be credited to the Participant's
          Employee Contribution Account.

     (e)  ALLOCATION OF SALARY DEFERRAL CONTRIBUTIONS:  As of each Contribution
          Date, after the allocation of Income, Salary Deferral Contributions
          made to the Plan on behalf of each Participant shall be credited to
          the Participant's Salary Deferral Contribution Account.

MAXIMUM ADDITIONS:  The "Limitation Year" referred to in this Section 5.3 shall
     be the twelve (12) month period beginning on January 1 and ending on
     December 31.

     (a)  The sum of the Additions to a Participant's Accounts in any Year shall
          not exceed the lesser of (A) thirty thousand dollars ($30,000), or
          such other amount as may be established by the Secretary of the
          Treasury pursuant to section 415 of the Code, or (B) twenty-five
          percent (25%) of the Participant's compensation as defined under
          section 415 of the Code during the Year.  The compensation limitation
          referred to in (B) shall not apply to any contribution for medical
          benefits (within the meaning of section 401(h) or section 419A(f)(2)
          of the Code) which is otherwise treated as an Addition under section
          415(l)(1) or section 419A(d)(2) of the Code.

     (b)  In the event that such Additions to a Participant's Accounts in any
          Year are in excess of the maximum limits, and if sufficient correction
          has not been made under any other plan 

                                       19

<PAGE>

          in which the Participant participates, then to the extent necessary 
          to bring the Additions within the required limits, first, the 
          Participant's own Employee Contributions will be returned to the 
          Participant and, second, the Salary Deferral Contributions will be 
          returned to the Participant.  If the Additions to such 
          Participant's Accounts shall continue in excess of the maximum 
          limits, the Employer Contribution otherwise allocable to the 
          Participant shall be allocated to a suspense account which shall 
          not share in the allocation of Income under Section 5.2(a). Amounts 
          in such a suspense account will be used to reduce the next Employer 
          Contribution as provided by Internal Revenue Service Regulation 
          1.415-6(b)(6).

     (c)  For purposes of this Section, all defined benefit plans maintained by
          the Employers, whether or not terminated, shall be considered as one
          defined benefit plan and all defined contribution plans maintained by
          the Employers, whether or not terminated, shall be considered as one
          defined contribution plan if a Participant is a participant in both
          plans.

     (d)  In the event that any Participant under this Plan is also a
          participant in any defined benefit plan maintained by the Employers,
          then for any year, the sum of the "Defined Benefit Plan Fraction" for
          such year and the "Defined Contribution Plan Fraction" for such year
          shall not exceed 1.0.  The "Defined Benefit Plan Fraction" for any
          year is a fraction, the numerator of which is the projected annual
          benefit of the Participant under all defined benefit plans under which
          the Participant has or may have a right to receive benefits
          (determined as of the close of the Limitation Year) and the
          denominator of which is the lesser of the maximum dollar limit
          allowable for such Limitation Year times 1.25, or the percentage of
          compensation limit (one hundred percent (100%) of the average
          compensation paid during the Employee's highest three consecutive
          years of Participation) times 1.4.  Notwithstanding the foregoing, if
          the Participant was a participant as of the first day of the first
          Limitation Year beginning after December 31, 1986, in one or more
          defined benefit plans maintained by the Employer which were in
          existence on May 6, 1986, the denominator of this fraction will not be
          less than 125 percent of the sum of the annual benefits under such
          plans which the participant had accrued as of the close of the last
          Limitation Year beginning before January 1, 1987, disregarding any
          changes in the terms and conditions of the plan after May 5, 1986. 
          The preceding sentence applies only if the defined benefit plans
          individually and in the aggregate satisfied the requirements of
          section 415 of the Code for all Limitation Years before January 1,
          1987.  The "Defined Contribution Plan Fraction" for any year is a
          fraction, the numerator of which is the sum of the Annual Additions to
          the Participant's Account as of the close of that Limitation Year and
          the denominator of which is the lesser of the sum of the maximum
          dollar amount of Annual Additions to such Account which could have
          been made under section 415(c) of the Code for such year, and for each
          prior Limitation Year of service with the Employer, times 1.25, or the
          percentage of compensation limit for such year times 1.4.  If it is
          determined that, as a result of this 

                                          20
<PAGE>

          limitation, there must be a reduction in the Participant's combined 
          benefits, then the Employer shall make any necessary reduction 
          under the defined benefit plan.
          
     (e)  Notwithstanding anything herein to the contrary, no allocation shall
          be made to any Participant's Account for any Limitation Year in excess
          of the limitations of section 415 of the Code, which limitations, as
          amended from time-to-time, are incorporate herein by reference.

NONDISCRIMINATION REQUIREMENTS:

     (a)  For purposes of this Section, the terms listed below shall have the
          meanings indicated:

               (i)  ADP:  A fraction, the numerator of which is the amount of
                    the Salary Deferral Contributions actually paid on behalf of
                    that Participant to the Participant's Salary Deferral
                    Contribution Account (including Excess Deferrals of Highly
                    Compensated Employees, but excluding (A) Excess Deferrals of
                    nonhighly compensated employees that arise solely from
                    Elective Deferrals made under the Plan or other plans of the
                    Employer and (B) Elective Deferrals that are taken into
                    account in the Contribution Percentage provided the ADP
                    Requirement is satisfied both with and without exclusion of
                    such Elective Deferrals) for the Year and, to that extent so
                    elected by the Employer, the Basic Employer Contribution
                    made to the Participant's Basic Employer Contribution
                    Account for the Year and the denominator of which is the
                    Participant's Compensation for the Year.  The ADP for any
                    group of Participants is equivalent to the average of the
                    ADPs of all Participants in that group.

                    If two or more plans which include cash or deferred
                    arrangements are considered one plan for purposes of the
                    nondiscrimination requirements of section 401(a)(4) of the
                    Code or the eligibility requirements of section 410(b) of
                    the Code, the cash or deferred arrangements included in such
                    plans shall be treated as one plan for purposes of
                    determining the ADP.  In the event any Highly Compensated
                    Employee participates under two or more cash or deferred
                    arrangements of the Employer, all such cash or deferred
                    arrangements shall be treated as one cash or deferred
                    arrangement for purposes of determining the ADP with respect
                    to such Employee.  Notwithstanding the foregoing, certain
                    plans shall be treated as separate if mandatorily
                    disaggregated under regulations under section 401(k) of the
                    Code.

               (ii) COMPENSATION:  Any definition of compensation as determined
                    under section 414(s) of the Code selected by the Employer
                    and consistently 


                                       21
<PAGE>

                    taken into account with respect to all Employees to 
                    determine compliance with the requirements of this 
                    Section for the applicable determination period.

              (iii) ELECTIVE DEFERRAL:  With respect to a Participant, the
                    sum of (A) any employer contribution under a qualified cash
                    or deferred arrangement (as defined in section 401(k) of the
                    Code) to the extent not includable in gross income for the
                    taxable year under section 402(e)(3) of the Code (determined
                    without regard to section 402(g) of the Code); (B) any
                    employer contribution to the extent not includable in gross
                    income for the taxable year under section 402(h)(1)(B) of
                    the Code (determined without regard to section 402(g) of the
                    Code); and (C) any employer contribution to purchase an
                    annuity contract under section 403(b) of the Code under a
                    salary reduction agreement (within the meaning of section
                    3121(a)(5)(D) of the Code).  Elective Deferrals shall not
                    include any deferrals properly distributed as excess annual
                    additions.

               (iv) EXCESS CONTRIBUTIONS:  With respect to any Year, the excess
                    of:  (A) the aggregate amount of Salary Deferral
                    Contributions and, to the extent elected by the Employer,
                    Basic Employer Contributions actually paid over to the Trust
                    on behalf of Highly Compensated Employees who are
                    Participants for such Year, over (B) the maximum amount of
                    such contributions permitted as determined under subsection
                    (b) of this Section (determined by reducing Salary Deferral
                    Contributions made on behalf of Highly Compensated Employees
                    who are Participants in the order of ADP beginning with the
                    highest ADP).

               (v)  EXCESS DEFERRAL:  The amount of a Participant's Elective
                    Deferrals in excess of seven thousand dollars ($7,000), as
                    adjusted by the Secretary of the Treasury, for a calendar
                    year.  Excess Deferrals, together with any income allocable
                    to such deferrals, may be distributed from the Plan pursuant
                    to a uniform and nondiscriminatory procedure established by
                    the Employer.  A Participant may assign to the Plan any
                    Excess Deferrals made during the taxable year of the
                    Participant by notifying the Plan Administrator on or before
                    March 1 following the close of the year in which the Excess
                    Deferrals were made of the amount of Excess Deferrals to be
                    assigned to the Plan.  A Participant is deemed to notify the
                    Plan Administrator of any Excess Deferrals that arise by
                    taking into account only those Excess Deferrals made to the
                    Plan and any other plans of the Employer.

               (vi) FAMILY:  With respect to any Employee, such Employee's
                    spouse and 

                                       22
<PAGE>

                    lineal ascendants or descendants and the spouses of such 
                    lineal ascendants or descendants.  A Family member who is 
                    excluded for purposes of determining the number of 
                    Employees in the Top-Paid Group shall, however, be 
                    aggregated with a Highly Compensated Employee who is 
                    either a five percent (5%) owner or who is in the group 
                    consisting of the ten (10) Highly Compensated Employees 
                    paid the greatest Compensation during the Year as 
                    described herein in the definition of Highly Compensated 
                    Employee.

              (vii) HIGHLY COMPENSATED EMPLOYEE:  Any Employee who:

                    (A)  During the Year or the preceding Year was at any time
                         an owner (or one considered to own within the meaning
                         of section 318 of the Code) of more than a five percent
                         (5%) interest in the Employer;

                    (B)  During the preceding Year (1) received Compensation
                         from the Employer in excess of seventy-five thousand
                         dollars ($75,000) (as adjusted from time to time); (2)
                         was at any time an Officer, as hereinafter defined; or
                         (3) received Compensation from the Employer in excess
                         of fifty thousand dollars ($50,000) (as adjusted from
                         time to time) and was among the Top-Paid Group of
                         Employees for such Year; or

                    (C)  During the Year was among the one hundred (100) most
                         highly compensated Employees and (1) received
                         Compensation from the Employer in excess of seventy-
                         five thousand dollars ($75,000) (as adjusted from time
                         to time); (2) was an Officer, as hereinafter defined;
                         or (3) received Compensation from the Employer in
                         excess of fifty thousand dollars ($50,000) (as adjusted
                         from time to time) and was among the Top-Paid Group of
                         employees during such year.

                    (D)  If the Employer elects, "Highly Compensated Employee"
                         may be defined as any Employee who during the Year or
                         the preceding Year (1) was at any time an owner (or one
                         considered to own within the meaning of section 318 of
                         the Code) of more than a five percent (5%) interest in
                         the Employer; (2) was at any time an Officer as
                         hereinafter defined; or (3) received Compensation from
                         the Employer in excess of fifty thousand dollars
                         ($50,000) (as adjusted from time to time).



                                      23
<PAGE>

               In the determination of a Highly Compensated Employee, the
               following rules shall apply:

                    (A)  An Employee who is a member of the Family of either a
                         five percent (5%) owner, as described above, or of a
                         Highly Compensated Employee in the group consisting of
                         the ten (10) Highly Compensated Employees paid the
                         greatest Compensation during the Year and such Highly
                         Compensated Employee who is either a five percent (5%)
                         owner or who is in the group consisting of the ten (10)
                         Highly Compensated Employees paid the greatest
                         Compensation during the Year shall be considered as a
                         single Highly Compensated Employee hereunder.

                    (B)  A former Employee shall be treated as a Highly
                         Compensated Employee if such former Employee was Highly
                         Compensated when (A) such Employee separated from
                         service, or (B) at any time after the Employee attained
                         age fifty-five (55).

             (viii) LOWER PAID EMPLOYEES:  Employees who are eligible to
                    participate in the Plan who are not Highly Compensated
                    Employees.

             (ix)   OFFICER:  An individual who at any time during the Year, or
                    during the preceding Year, was at any time an individual
                    having the authority of an officer of the Employer and
                    received Compensation for the Year greater than fifty
                    percent (50%) of the dollar limit under section 415(b)(1)(A)
                    of the Code for the calendar year in which such Year ends
                    (however, no more than the fifty (50) Employees (or, if
                    lesser, the greater of three (3) Employees or ten percent
                    (10%) of all Employees)) who earned the highest annual
                    Compensation during the Year, or the preceding Year, shall
                    be treated as Officers; provided that the highest paid
                    officer of the Company for any such Year shall be treated as
                    described in this subparagraph if for any Year no officer of
                    the Employer otherwise meets the requirements of an Officer
                    described herein.

             TOP-PAID GROUP: For any Year an Employee is in the Top-Paid Group
                    if such Employee is in the group consisting of the top
                    twenty percent (20%) of the Employees when determined on the
                    basis of Compensation paid for such Year.  For purposes of
                    determining the number of Employees in the Top-Paid Group,
                    the following Employees shall be excluded:

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


                                       24
<PAGE>

                    (B)  Employees who normally work less than seventeen and
                         one-half (17-1/2) hours per week;

                    (C)  Employees who normally work during not more than six
                         (6) months during any Year;

                    (D)  Except to the extent provided in regulations, Employees
                         who are included in a unit of employees covered by an
                         agreement which the Secretary of Labor finds to be a
                         collective bargaining agreement between Employee
                         representatives and the Employer; and

                    (E)  Employees who are nonresident aliens and who receive no
                         earned income (within the meaning of section 911(d)(2)
                         of the Code) from the Employer which constitutes income
                         from sources within the United States (within the
                         meaning of section 861(a)(3) of the Code).

     (b)  NONDISCRIMINATION TEST FOR SALARY DEFERRAL CONTRIBUTIONS:  In no event
          may the ADP of the Highly Compensated Employees who are eligible to
          participate in the Plan exceed in any Year (i) 2 times the ADP of the
          Lower Paid Employees who are Participants if the Lower Paid Employees'
          ADP is less than or equal to two percent (2%); (ii) the ADP of the
          Lower Paid Employees plus two percent (2%) (or such lesser amount as
          the Secretary of the Treasury shall prescribe to prevent the multiple
          use of this alternative limitation with respect to any Highly
          Compensation Employee) if the Lower Paid Employees' ADP is greater
          than two percent (2%) but less than eight percent (8%); or (iii) 1.25
          times the ADP of the Lower Paid Employees if the Lower Paid Employees'
          ADP is eight percent (8%) or more ("ADP Requirement").

          In the event Excess Contributions exist after the determination of the
          ADP Requirement, the amount, if any, of such Excess Contributions for
          such Year shall generally be distributed together with any income
          allocable to such contributions within two and one-half (2-1/2) months
          after the end of the Year, to Participants on whose behalf such Excess
          Contributions were made for such Year, but in no event shall such
          Excess Contributions and income be distributed later than the end of
          the Year following the Year in which such Excess Contributions were
          made.  Excess Contributions of Participants who are members of a
          Family and are treated as a single Highly Compensated Employee shall
          be allocated among such Participants in the same proportion as the
          portion of the numerator of the ADP attributable to each Family member
          bears to the entire numerator of the ADP determined by treating such
          Family members as a single Highly Compensated Employee.


                                       25
<PAGE>

          Distribution of Excess Contributions, if any, for any Year shall be
          made to Highly Compensated Employees who are Participants by leveling
          the highest ADP in accordance with Treas. Reg. Section 1.401(k)-
          l(f)(2) and subsection (c) until the nondiscrimination test set forth
          in the first sentence of this subsection is met.  Notwithstanding the
          foregoing, the Employer may amend or revoke its salary deferral
          agreements with Highly Compensated Employees who are Participants
          pursuant to Section 4.4 PARTICIPANT SALARY DEFERRAL to the extent
          necessary to ensure compliance with the ADP Requirement including, but
          not by way of limitation, to recharacterize as Employee Contributions
          to be added to the Employee Contribution Account of any such
          Participant, the amount of any Excess Contributions necessary to
          ensure such compliance.

     (c)  LEVELING METHOD.  The amount of Excess Contributions or Excess
          Aggregate Contributions for a Highly Compensated Employee for a Year
          is to be determined by the following leveling method, under which the
          ADP or Contribution Percentage, respectively, of the Highly
          Compensated Employee with the highest ADP or Contribution Percentage,
          respectively, is reduced to the extent required to:

               (i)  Enable the arrangement to satisfy the ADP test or
                    Contribution Percentage test, respectively, or

               (ii) Cause such Highly Compensated Employee's ADP or Contribution
                    Percentage, respectively, to equal the ratio of the Highly
                    Compensated Employee with the next highest ADP or
                    Contribution Percentage, respectively.

          This process must be repeated until the Plan satisfies the ADP and
          Contribution Percentage tests.  For each Highly Compensated Employee,
          the amount of Excess Contributions is equal to the total Salary
          Deferral Contributions and, to the extent elected by the Employer, the
          Basic Employer Contributions made on behalf of the Highly Compensated
          Employee (determined prior to the application of this subsection (c))
          minus the amount determined by multiplying the Highly Compensated
          Employee's ADP (determined after application of this subparagraph) by
          the Participant's Compensation used in determining such ratio.  For
          each Highly Compensated Employee, the amount of Excess Aggregate
          Contributions is equal to the total Employee Contributions, Matching
          Employer Contributions and, to the extent not treated by the Employer
          as included in the ADP, Basic Employer Contributions on behalf of the
          Highly Compensated Employee (determined prior to the application of
          this subsection) minus the amount determined by multiplying the Highly
          Compensated Employee's Contribution Percentage (determined after
          application of this subparagraph) by the Participant's Compensation
          used in determining such ratio.


                                       26
<PAGE>

     (d)  INCOME ALLOCABLE TO EXCESS DEFERRALS, EXCESS CONTRIBUTIONS AND EXCESS
          AGGREGATE CONTRIBUTIONS.

               (i)  INCOME ALLOCABLE TO EXCESS DEFERRALS.  The income allocable
                    to Excess Deferrals is equal to the allocable gain or loss
                    for the taxable year of the respective Participant.  Income
                    allocable to Excess Deferrals shall be computed by either
(i)  
                    (A)  using a reasonable method which does not discriminate
                         in favor of Highly Compensated Employees, is used
                         consistently for all Participants and for all
                         corrective distributions under the Plan for the taxable
                         year, and is used by the Plan for allocating income
                         among the accounts of Participants; or

                    (B)  multiplying the income for the taxable year which is
                         allocable either to Salary Deferral Contributions or
                         Basic Employer Contributions elected by the Employer to
                         be included in the numerator of the ADP, by a 
                         fraction -

                         (1)  the numerator of which is the Excess Deferrals by
                              the Participant for the taxable year, and

                         (2)  the denominator of which is equal to the sum of

                                   (I)  as of the beginning of the taxable year,
                                        the Participant's Salary Deferral
                                        Contribution Account, plus

                                   (II) for the taxable year, the Participant's
                                        Salary Deferral Contributions.

               (ii) INCOME ALLOCABLE TO EXCESS CONTRIBUTIONS.  The income
                    allocable to Excess Contributions is equal to the allocable
                    gain or loss for the Year.  Income allocable to Excess
                    Contributions shall be computed by either

                    (A)  using a reasonable method which does not discriminate
                         in favor of Highly Compensated Employees, is used
                         consistently for all Participants and for all
                         corrective distributions under the Plan for the Year,
                         and is used by the Plan for allocating income among the
                         accounts of Participants; or

                    (B)  multiplying the income for the Year which is allocable
                         to Salary


                                       27
<PAGE>

                         Deferral Contributions and Basic Employer
                         Contributions to the extent elected by the Employer to
                         be included in the numerator of the ADP, by a 
                         fraction -

                         (1)  the numerator of which is the Excess Contributions
                              for the Participant for the Year, and

                         (2)  the denominator of which is equal to the sum of

                                   (I)  as of the beginning of the Year, the
                                        Participant's Salary Deferral
                                        Contribution Account and that portion of
                                        the Participant's Basic Employer
                                        Contribution Account attributable to
                                        Basic Employer Contributions elected by
                                        the Employer to be included in the
                                        numerator of the ADP, plus

                                   (II) for the Year, the Participant's Salary
                                        Deferral Contributions, and Basic
                                        Employer Contributions elected by the
                                        Employer to be included in the numerator
                                        of the ADP.

             (iii)  INCOME ALLOCABLE TO EXCESS AGGREGATE CONTRIBUTIONS. 
                    The income allocable to Excess Aggregate Contributions is
                    equal to the allocable gain or loss for the Year. Income
                    allocable to Excess Aggregate Contributions shall be
                    computed by either

                    (A)  using a reasonable method which does not discriminate
                         in favor of Highly Compensated Employees, is used
                         consistently for all Participants and for all
                         corrective distributions under the Plan for the Year,
                         and is used by the Plan for allocating income among the
                         accounts of Participants; or

                    (B)  multiplying the income for the Year which is allocable
                         to Employee Contributions, Matching Employer
                         Contributions and Basic Employer Contributions to the
                         extent not elected by the Employer to be included in
                         the numerator of the ADP, by a fraction -

                         (1)  the numerator of which is the Excess Aggregate


                                       28
<PAGE>

                              Contributions for the Participant for the Year,
                              and

                         (2)  the denominator of which is equal to the sum of

                                   (I)  as of the beginning of the Year, the
                                        Employee Contribution Account, Matching
                                        Employer Contribution Account and that
                                        portion of the Participant's Basic
                                        Employer Contribution Account
                                        attributable to Basic Employer
                                        Contributions not elected by the
                                        Employer to be included in the numerator
                                        of the ADP, plus

                                   (II) for the Year, the Participant's Employee
                                        Contributions, Matching Employer
                                        Contributions and Basic Employer
                                        Contributions to the extent not elected
                                        by the Employer to be included in the
                                        numerator of the ADP.

     (e)  NONDISCRIMINATION TEST FOR EMPLOYEE CONTRIBUTIONS AND MATCHING
          EMPLOYER CONTRIBUTIONS:  In no event may the Contribution Percentage
          of the Highly Compensated Employees who are eligible to participate in
          the Plan exceed (i) 2 times the Contribution Percentage of the Lower
          Paid Employees if the Lower Paid Employees' Contribution Percentage is
          less than or equal to two percent (2%); (ii) the Contribution
          Percentage of the Lower Paid Employees plus two percent (2%) (or such
          lesser amount as the Secretary of the Treasury shall prescribe to
          prevent the multiple use of this alternative limitation with respect
          to any Highly Compensation Employee) if the Lower Paid Employees'
          Contribution Percentage is greater than two percent (2%) but less than
          eight percent (8%); or (iii) 1.25 times the Contribution Percentage of
          the Lower Paid Employees if the Lower Paid Employees' Contribution
          Percentage is eight percent (8%) or more.

          The determination of the amount of Excess Aggregate Contributions with
          respect to the Plan shall be made after (i) first determining the
          Excess Deferrals and (ii) then determining the Excess Contributions. 
          The amount, if any, of such Excess Aggregate Contributions for such
          Year shall generally be distributed or if forfeitable, forfeited
          together with any income allocable to such contributions within two
          and one-half (2-1/2) months after the end of the Year to Participants
          on whose behalf Excess Aggregate Contributions were allocated for such
          Year, but in no event shall such Excess Aggregate Contributions and
          income be distributed or if forfeitable, forfeited later than the end
          of


                                       29
<PAGE>

          the Year following the Year in which such Excess Aggregate
          Contributions were made.  Excess Aggregate Contributions of
          Participants who are members of a Family and are treated as a single
          Highly Compensated Employee shall be allocated among such Participants
          in the same proportion as the portion of the numerator of the
          Contribution Percentage attributable to each Family member bears to
          the entire numerator of the Contribution Percentage determined by
          treating such Family members as a single Highly Compensated Employee.

          Distribution of Excess Aggregate Contributions, if any, for any Year
          shall be made to Highly Compensated Employees who are Participants by
          leveling the highest Contribution Percentage in accordance with Treas.
          Reg. Section 1.401(m)-l(e)(2) until the nondiscrimination test set
          forth in the first sentence of this subsection (e) is met; provided,
          however, that forfeitures of Excess Aggregate Contributions, if any,
          shall not be allocated to Participants whose contributions are reduced
          under this Section.

          To the extent required by law, if the sum of the ADP and the
          Contribution Percentage for Highly Compensated Employees exceeds the
          Aggregate Limit, then the Contribution Percentage of Highly
          Compensated Employees will be reduced in the manner described in
          subsection (c) so that the Aggregate Limit is not exceeded.  The
          amount by which each Highly Compensated Employee's Contribution
          Percentage is reduced shall be treated as an Excess Aggregate
          Contribution.  This paragraph does not apply if the sum of the ADP and
          the Contribution Percentage of the Highly Compensated Employee does
          not exceed 1.25 times the ADP and the Contribution Percentage of the
          Lower Paid Employees.  For purposes of this paragraph, "Aggregate
          Limit" shall mean the greater of (i) the sum of (A) 125% of the
          greater of the ADP or the Contribution Percentage of the Lower Paid
          Employees and (B) two (2) percentage points plus the lesser of the ADP
          or the Contribution Percentage of the Lower Paid Employees, but in no
          event greater than twice the lesser of the ADP or the Contribution
          Percentage of the Lower Paid Employees; or (ii) the sum of (A) 125% of
          the lesser of the ADP or the Contribution Percentage of the Lower Paid
          Employees and (B) two (2) percentage points plus the greater of the
          ADP or the Contribution Percentage of the Lower Paid Employees, but in
          no event greater than twice the greater of the ADP or the Contribution
          Percentage of the Lower Paid Employees.

          For purposes of this Section 5.4(e), the terms listed below shall have
          the meanings indicated:

               (i)  CONTRIBUTION PERCENTAGE:  A fraction, the numerator of which
                    is the amount of the contributions actually paid on behalf
                    of that Participant, in the aggregate, to the Participant's
                    Matching Employer Contribution Account (excluding
                    contributions paid to the Participant's Matching Employer
                    Contribution Account that are forfeited either to correct


                                       30
<PAGE>

                    Excess Aggregate Contributions or because the contributions
                    to which they relate are Excess Deferrals, Excess
                    Contributions, or Excess Aggregate Contributions), Employee
                    Contribution Account, and, to the extent not treated by the
                    Employer as included in the ADP, Basic Employer Contribution
                    Account and the denominator of which is the Participant's
                    Compensation for the Year.  The Contribution Percentage for
                    any group of Participants is equivalent to the average of
                    the Contribution Percentages of all Participants in that
                    group.

                    If two or more plans of the Employer to which matching
                    contributions or employee voluntary contributions are made
                    are treated as one plan for purposes of the eligibility
                    requirements of section 410(b) of the Code, such plans shall
                    be treated as one plan for purposes of determining the
                    Contribution Percentage.  In the event a Highly Compensated
                    Employee participates in two or more plans of the Employer
                    to which such contributions are made, all such contributions
                    shall be aggregated for purposes of determining the
                    Contribution Percentage.  Notwithstanding the foregoing,
                    certain plans shall be treated as separate if mandatorily
                    disaggregated under regulations under section 401(m) of the
                    Code.

               (ii) EXCESS AGGREGATE CONTRIBUTIONS:  With respect to any Year,
                    the excess of (A) the aggregate amount of Matching Employer
                    Contributions, Employee Contributions and Basic Employer
                    Contributions not treated by the Employer as included in the
                    ADP actually made on behalf of Highly Compensated Employees
                    who are Participants for such Year, over (B) the maximum
                    amount of such contributions permitted as determined under
                    subsection (e) of this Section (determined by reducing
                    Excess Aggregate Contributions made on behalf of Highly
                    Compensated Employees who are Participants in order of
                    Contribution Percentage, beginning with the highest
                    Contribution Percentage, as set forth in subsection (c)).

ROLLOVER CONTRIBUTIONS.

     (a)  Anything herein contained to the contrary notwithstanding, the
          Committee may authorize an Employee to transfer to the Trust, to be
          held as part of the Employee's Employee Contribution Account, cash
          received by the Employee in one or more distributions together
          constituting, under the Code, a lump sum distribution from or under
          another qualified trust, qualified plan, an employee annuity or
          custodian account, or an amount paid or distributed out of an
          individual retirement account, individual retirement annuity or
          retirement bond consisting of a prior rollover contribution from a
          qualified trust or annuity plan.  The amount so transferred to this
          Trust is a "Rollover


                                       31
<PAGE>

          Contribution."  The Trustee may also authorize the acceptance of a
          direct payment on behalf of an Employee from a plan or trust for which
          the Internal Revenue Service has issued a favorable determination
          letter.  The amount so transferred by a direct payment from the plan
          or trust to this Trust is a "Direct Transfer Contribution."  The
          interest of a Participant with respect to a Rollover Contribution and
          a Direct Transfer Contribution to the Trust, together with the
          earnings thereon, shall be fully vested, and assets attributable
          thereto shall be held, invested, and distributed pursuant to the terms
          of the Plan governing the Participant's Employee Contribution Account;
          provided, however, that the interest of a Participant with respect to
          Rollover Contributions and Direct Transfer Contributions shall be
          segregated for accounting and reporting purposes.  An Employee making
          a Rollover Contribution or on whose behalf a Direct Transfer
          Contribution is made, if otherwise not eligible to become a
          Participant, shall be deemed a Participant to the extent of the
          Employee's Rollover Contribution and Direct Transfer Contribution only
          and not for any other purpose until the Employee otherwise is eligible
          to be and becomes a Participant for all purposes hereunder.

     (b)  A Participant may, pursuant to a uniform and nondiscriminatory
          procedure established by the Committee, withdraw any part of such
          Participant's Employee Contribution Account attributable to Rollover
          Contributions or Direct Transfer Contributions, as adjusted by any
          investment gains or losses, but not including any amounts directly
          transferred to the Plan from the Distributing Plan pursuant to
          subsection (b) of this Section.

                                    BENEFITS

RETIREMENT OR DISABILITY: If a Participant's employment with the Employers is
       terminated at or after the date upon which the Participant attains Normal
       Retirement Age, or if the Participant's employment is terminated at an
       earlier age because of Disability, the Participant shall be vested in,
       and entitled to receive, the entire amount in each of the Participant's
       Accounts in accordance with Section 6.4 PAYMENT OF BENEFITS.

DEATH: In the event that the termination of employment of a Participant is
       caused by the Participant's death, the Participant's Beneficiary shall be
       vested in and paid the entire amount in each of the Participant's
       Accounts in accordance with Section 6.4 PAYMENT OF BENEFITS.

TERMINATION FOR OTHER REASONS:  If a Participant's employment with the Employers
       is terminated before Normal Retirement Age for any reason other than
       Disability or death, the Participant shall be entitled to:

       (a)  The entire amount, if any, credited to the Participant's Employee
            Contribution Account, Salary Deferral Contribution Account, Basic
            Employer Contribution Account and Distributing Plan Account; plus


                                       32

<PAGE>

     The Participant shall be vested in, and entitled to receive, an amount
          equal to a percentage of the balance of the Participant's Employer
          Contribution Account, if any, and Matching Employer Contribution
          Account, if any.  Such percentage shall be determined in accordance
          with the following schedule:

                                        VESTED              FORFEITED
          YEARS OF SERVICE            PERCENTAGE            PERCENTAGE
          ----------------            ----------            ----------

          less than 1                      0                    100
          1 but less than 2               20                     80
          2 but less than 3               40                     60
          3 but less than 4               60                     40
          4 but less than 5               80                     20
          5 or more                      100                      0


     ; provided that a Participant who was a Participant in the Plan prior to
     March 1, 1996 shall be vested in and entitled to receive, the amount
     credited to the Participant's Employer Contribution Account, attributable
     to the Participant's Company Basic Deposit Account as of February 28, 1996,
     if any, and Company Matching Deposit Account, if any, after having made
     Salary Deferral Contributions (referred to as Before-Tax Deposits prior to
     March 1, 1996) and/or Employee Contributions (referred to as After-Tax
     Deposits prior to March 1, 1996) under this Plan for an aggregate period of
     thirty-six (36) consecutive months.

     Payment of benefits due under this Section shall be made in accordance with
     Section 6.4 PAYMENT OF BENEFITS.

     (c)  Notwithstanding anything herein to the contrary, if the Plan's vesting
          schedule is amended, or if the Plan is amended in any way that
          directly or indirectly affects the computation of the participant's
          nonforfeitable percentage or if the Plan is deemed amended by an
          automatic change to or from a top-heavy vesting schedule, each
          Participant with at least three (3) Years of Service with the Employer
          may elect, within a reasonable period after the adoption of the
          amendment or change, to have such Participant's vested interest in
          such Participant's Employer Contribution Account and

          Matching Employer Contribution Account computed under the Plan without
          regard to such amendment or change.

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


                                       33

<PAGE>

               (i)   Sixty (60) days after the amendment is adopted;

               (ii)  Sixty (60) days after the amendment becomes effective; or

               (iii) Sixty (60) days after the Participant is issued written
                     notice of the amendment by the Employer or Plan 
                     Administrator.

PAYMENT OF BENEFITS:

     ACCOUNTS OTHER THAN DISTRIBUTING PLAN ACCOUNTS:  The Committee shall direct
          the Trustee to distribute the amounts due from the Accounts other than
          the Distributing Plan Account of a Participant, if so directed by the
          Participant, as soon as practicable after the Participant's
          termination of employment, as of the Valuation Date coincident with or
          next following the Participant,s termination of employment in any one
          of the following methods selected by the Participant:

               (i)   One (1) single lump sum;

               (ii)  Periodic payments of substantially equal amounts for the
                     lesser of a specified number of years not in excess of ten
                     (10) or, over a period not exceeding such Participant's
                     normal life expectancy or the joint normal life expectancy
                     of the Participant and the Participant's Beneficiary, and
                     such payments shall be made not less frequently than
                     annually, in which event the unpaid balance at the end of
                     each Year shall receive an Income allocation.

     (b)  DISTRIBUTING PLAN ACCOUNTS:  The Committee shall direct the Trustee to
          distribute the amounts due from the Participant's Distributing Plan
          Account, if so directed by the Participant, as soon as practicable
          after the Participant's termination of employment, as of the Valuation
          Date coincident with or next following the Participant's termination
          of employment as follows:

               (i)       (A)  The amount to which a Participant is entitled
                         after such Participant's termination of employment
                         shall be payable by the Trustee in the form of a
                         Qualified Joint and Survivor Annuity for the benefit of
                         the Participant and the Participant's Qualified Spouse.
                         If a Participant has no Qualified Spouse, the amount to
                         which such Participant is entitled after the
                         Participant's termination of employment shall be
                         payable by the Trustee in the form of a Life Annuity
                         for the benefit of the Participant.

                    (A)  The amount to which a surviving Qualified Spouse is
                         entitled, if 


                                       34

<PAGE>

                         the Participant had a vested Account balance at the 
                         Participant's death and had not yet commenced receiving
                         benefits under the Plan, shall be payable by the 
                         Trustee in the form of a Qualified Preretirement 
                         Survivor Annuity for the benefit of the Qualified 
                         Spouse.

                    (B)  Notwithstanding anything herein to the contrary,
                         however, if a Participant has made an election pursuant
                         to subparagraphs (iii) or (iv) of this subsection (b),
                         whichever is applicable, and the election made by the
                         Participant is still in effect, the Participant's
                         nonforfeitable Account balance may be distributed by
                         the Trustee pursuant to subparagraph (ix) of this
                         subsection (b) or subsections (d) or (f) of this
                         Section.

               For purposes of this subsection (b) and subsection (b) of 
                    Section 6.6 DESIGNATION OF BENEFICIARY the following terms 
                    shall have the meanings indicated:

                    (A)  "Qualified Spouse":

                         (1)  For purposes of the Qualified Joint and Survivor
                              Annuity and the Life Annuity, a Participant's
                              legal spouse as of the Participant's Annuity
                              Starting Date.

                         (2)  For purposes of the Qualified Preretirement
                              Survivor Annuity, a Participant's legal spouse
                              throughout the one (1) year period ending at the
                              Participant's death.

                    (B)  "Qualified Joint and Survivor Annuity":

                         An immediate annuity for the life of the Participant
                         with a survivor annuity for the life of the
                         Participant's Qualified Spouse which is fifty percent
                         (50%) of the amount of the annuity which is payable
                         during the joint lives of the Participant and the
                         Participant's Qualified Spouse and which is the
                         actuarial equivalent of the Participant's Account
                         balance.

                    (C)  "Qualified Preretirement Survivor Annuity":

                         An annuity for the life of the surviving Qualified
                         Spouse of a Participant who dies prior to the
                         Participant's Annuity Starting Date, the actuarial
                         equivalent of which is fifty percent (50%) of the
                         Participant's Account balance as of the date of the


                                       35

<PAGE>

                         Participant's death.

                    (D)  "Annuity Starting Date":

                         The first day of the first period for which an amount
                         is paid as an annuity or in any other form.

                    (E)  "Applicable Election Period":

                         (1)  with respect to a Qualified Preretirement Survivor
                              Annuity, the period which begins on the earlier
                              of:

                              (A)  the first day of the Plan Year in which the
                                   Participant attains age thirty-five (35); or

                              (B)  the date the Participant terminates
                                   employment;

                    and ends on the date of the Participant's death; and

                         with respect to a Qualified Joint and Survivor Annuity
                              or a Life Annuity, the ninety (90) day period
                              ending on the Annuity Starting Date.

                    (F)  "Life Annuity":

                         An annuity for the life of the Participant which is the
                         actuarial equivalent of the Participant's Account
                         balance.

                    (G)  "Joint and Survivor Annuity":

                         An annuity for the life of the Participant with a
                         survivor annuity for the life of the Participant's
                         Qualified Spouse or alternate beneficiary which is
                         either fifty percent (50%), sixty-six and two-thirds
                         percent (66-2/3%), or one hundred percent (100%) of the
                         amount of the annuity which is payable during the joint
                         lives of the Participant and the Participant,s
                         Qualified Spouse or alternate beneficiary and which is
                         the actuarial equivalent of the Participant's Account
                         balance. The actual percentage of the survivor benefit
                         will be elected by the Participant.

               (iii)     A Participant who has a Qualified Spouse may elect in
                    writing to waive the Qualified Joint and Survivor Annuity or
                    Qualified Preretirement 


                                       36

<PAGE>

                    Survivor Annuity at any time during the Applicable Election
                    Period (provided, however, that a Participant may elect in 
                    writing to waive the Qualified Preretirement Survivor 
                    Annuity at any time prior to the Applicable Election Period,
                    if such election becomes invalid on the first day of the 
                    Year in which the Participant attains age thirty-five (35)).
                    Such election must be consented to by the Participant's
                    Qualified Spouse.  The election and the Qualified Spouse's 
                    consent thereto must designate specific Beneficiary(ies) 
                    including any class of Beneficiaries or any contingent 
                    Beneficiaries, and, with respect to a Qualified Joint and 
                    Survivor Annuity, the form of benefits that the designated 
                    Beneficiary(ies) shall receive, which designations may 
                    not be changed without spousal consent unless the 
                    Qualified Spouse expressly permits designations by the 
                    Participant without any further spousal consent.  Such 
                    Qualified Spouse's consent must acknowledge the effect of 
                    such election and be witnessed by a Plan representative 
                    or a notary public.  Such consent shall not be required 
                    if it is established to the satisfaction of the Plan 
                    Administrator that the required consent cannot be 
                    obtained because there is no Qualified Spouse, the 
                    Qualified Spouse cannot be located, or other 
                    circumstances that may be prescribed by Treasury 
                    regulations.  The election made by the Participant and 
                    consented to by the Participant's Qualified Spouse may be 
                    revoked by the Participant in writing without the consent 
                    of the Qualified Spouse at any time during the Applicable 
                    Election Period.  Any new election must comply with the 
                    requirements of this subparagraph (iii).  A former 
                    Qualified Spouse's waiver shall not be binding on the 
                    Qualified Spouse.

               A Participant without a Qualified Spouse may elect to waive the
                    Life Annuity at any time during the Applicable Election
                    Period.  The election made by the Participant may be revoked
                    by the Participant in writing at any time during the
                    Applicable Election Period.  Any new election must comply
                    with the requirements of this Section 6.4(b).

               (v)  With regard to the election to waive a Qualified Joint and
                    Survivor Annuity, the Plan Administrator shall no less than
                    thirty (30) days and no more than ninety (90) days prior to
                    the Annuity Starting Date provide the Participant a written
                    explanation of:

                    (A)  The terms and conditions of the Qualified Joint and
                         Survivor Annuity;

                    (B)  The Participant's right to make, and the effect of, an
                         election to waive the Qualified Joint and Survivor
                         Annuity;


                                       37

<PAGE>

                    (C)  The right of the Participant's Qualified Spouse to
                         consent to any election to waive the Qualified Joint
                         and Survivor Annuity, and

                    (D)  The right of the Participant to revoke such election,
                         and the effect of such revocation.

             (vi)   With regard to the election to waive a Qualified
                    Preretirement Survivor Annuity, the Plan Administrator shall
                    supply comparable notice and information to that described
                    in subparagraph (v) of this subsection (b) within the period
                    beginning on the first day of the Year in which the
                    Participant attains age thirty-two (32) and ending with the
                    close of the Year preceding the Year in which the
                    Participant attains age thirty-five (35).  If the
                    Participant enters the Plan after the first day of the Year
                    in which the Participant attained age thirty-two (32), the
                    Plan Administrator shall provide notice no later than the
                    end of the one (1) year period after the entry of the
                    Participant into the Plan.  In the case of a Participant's
                    termination of employment before the Participant attains age
                    thirty-two (32), the Plan Administrator shall provide notice
                    at the time of the Participant's termination of employment
                    or within one (1) year prior to or after the Participant's
                    termination of employment.

             (vii)  With regard to the election to waive a Life Annuity,
                    the Plan Administrator shall no less than thirty (30) days
                    and no more than ninety (90) days prior to the Annuity
                    Starting Date provide the Participant a written explanation
                    of:

                    (A)  The terms and conditions of the Life Annuity;

                    (B)  The Participant's right to make, and the effect of, an
                         election to waive the Life Annuity; and

                    The right of the Participant to revoke such election and the
                         effect of such revocation.

             (viii) The annuities provided under this subsection (b) shall
                    commence within a reasonable time after the Participant's
                    retirement or after attainment of (A) age fifty-five (55)
                    and five (5) Years of Service or (B) Normal Retirement Age,
                    as elected by the Participant, or within a reasonable period
                    of time after the Participant's death if so directed by the
                    Participant's surviving Qualified Spouse.  In no event shall
                    an Annuity Starting Date be later than sixty (60) days after
                    the close of the Year 


                                       38

<PAGE>

                    during which the later of the Normal Retirement Age of 
                    the Participant or the date of the Participant's 
                    termination of employment occurs, unless specifically 
                    authorized by the Participant.

             (ix)        (A)  For a Participant who makes a qualified election
                         pursuant to subparagraphs (iii) or (iv) of this
                         subsection (b), whichever is applicable, which
                         qualified election is still in effect, the amount of
                         the Participant's Trust Account balance to which the
                         Participant is entitled after termination of employment
                         shall be paid by the Trustee to such Participant in one
                         of the following optional methods of payment, in the
                         actuarial equivalent of the Participant's Trust Account
                         balance attributable to the Participant's Distributing
                         Plan Account:

                         (1)  One (1) single lump sum payable after termination
                              of employment for reasons other than death,
                              Disability or retirement; or

                         (2)  Installments commencing after termination of
                              employment for reasons other than death,
                              Disability or retirement, over a period not to
                              exceed the Participant's life expectancy or the
                              combined life expectancy of the Participant and
                              such Participant's designated Beneficiary, or a
                              period certain and continuous not to exceed the
                              Participant's life expectancy or the combined life
                              expectancy of the Participant and such
                              Participant's designated Beneficiary; or

                         (3)  An annuity for the Participant's life commencing
                              on the Annuity Starting Date and payable until the
                              Participant's death; or

                         (4)  An annuity for the Participant's life with one
                              hundred twenty (120) monthly payments guaranteed;
                              or

                         (5)  A Joint and Survivor Annuity for the life of the
                              Participant and the Participant's Qualified Spouse
                              or alternate beneficiary; or

                         A full cash refund annuity for the Participant's life.

     (c)  Unless a Participant elects otherwise in writing, payment of benefits
          under this Plan shall 


                                       39

<PAGE>

          be made or commence within sixty (60) days after the latest to occur 
          of (i) the end of the Year of the Participant's sixty-fifth (65th) 
          birthday, or (i) the end of the Year in which the Participant's 
          employment terminates.

     (d)  Distributions to a Participant must commence no later than the first
          day of April following the calendar year in which such Participant
          attains age 70-1/2.  The distributions required herein may be made
          over the life of the Participant (or lives of the Participant and the
          Participant's beneficiary) or over a period not exceeding the life
          expectancy of the Participant (or the life expectancies of the
          Participant and the Participant's beneficiary) and shall be determined
          and made in accordance with section 401(a)(9) of the Code, including
          for lifetime distributions the minimum distribution incidental benefit
          requirement of section 1.401(a)(9)-2 of the regulations.  Life
          expectancies will not be recalculated unless the Participant elects
          otherwise.

     (e)  If a Participant has, prior to January 1, 1984, made a designation and
          election under either the Distributing Plan or the USI Plan to have
          the Participant's nonforfeitable Account balances paid in an
          alternative method acceptable under section 401(a) of the Code as in
          effect prior to the enactment of the Tax Equity and Fiscal
          Responsibility Act of 1982, by an instrument in writing executed by
          such Participant and filed with the Trustee, the provisions of
          subsection (d) shall not apply.  Any such written designation and
          election shall be binding upon the Trustee and the Employer, to the
          extent permitted by law.

     (f)  Subject to the Qualified Preretirement Survivor Annuity requirements
          with respect to Distributing Plan Accounts set forth above, upon the
          death of the Participant, the following distribution provisions will
          become effective:

               (i)  If the Participant dies after distribution of the
                    Participant's interest has commenced, the remaining portion
                    of such interest will continue to be distributed at least as
                    rapidly as under the method of distribution being used prior
                    to the Participant's death without regard to any
                    acceleration of distributions because of the minimum
                    distribution incidental benefit requirement of 
                    section 1.4(a)(9)-2 of the regulations.

               (ii) If the Participant dies before distribution of the
                    Participant's interest commences, the Participant's entire
                    interest will be distributed no later than five (5) years
                    after the Participant's death except to the extent that:

                    (A)  If any portion of the Participant's interest is payable
                         to a designated Beneficiary, distributions may be made
                         in substantially equal installments over the life
                         expectancy of the designated Beneficiary, commencing no
                         later than one (1) year 


                                       40

<PAGE>

                         after the Participant's death.

                    (B)  If the designated Beneficiary is the surviving spouse
                         of the Participant, distributions shall not be required
                         to commence earlier than the later of December 31 of
                         the calendar year immediately following the calendar
                         year of the Participant's death or December 31 of the
                         calendar year in which the Participant would have
                         attained age 70-1/2.  If the spouse dies before
                         payments begin, subsequent distributions shall be made
                         as if the spouse had been the Participant.

     (g)  The amount to which a designated Beneficiary is entitled pursuant to
          Section 6.6 DESIGNATION OF BENEFICIARY after a Participant's death
          shall be paid by the Trustee at the direction of the Committee in the
          manner selected by the Participant or the Participant's
          Beneficiary(ies), as applicable, with payments to commence (if
          elected) within a reasonable time after the Participant's death.

DISTRIBUTION OF UNALLOCATED EMPLOYEE CONTRIBUTIONS AND SALARY DEFERRAL
     CONTRIBUTIONS:  If on the date of termination of a Participant's
     employment, the Employer shall be holding contributions made or designated
     by the Participant but not yet allocated to the Participant's Employee
     Contribution Account or Salary Deferral Contribution Account, the Employer
     shall pay such amounts either directly to the Participant (or the
     Participant's Beneficiary, as the case may be) or to the Trustee, to be
     distributed by the Trustee in accordance with the method of distribution
     determined under Section 6.4 PAYMENT OF BENEFITS.


                                       41

<PAGE>

DESIGNATION OF BENEFICIARY:

     (a)  ACCOUNTS OTHER THAN DISTRIBUTING PLAN ACCOUNTS:

               (i)  If a Participant is married on the date of the Participant's
                    death, the Beneficiary of such Participant shall be the
                    Participant's Eligible Spouse, as herein defined, unless the
                    Participant's Eligible Spouse consents in writing not to be
                    said Beneficiary and such written consent acknowledges the
                    effect of the consent and is witnessed by either a
                    representative of the Plan or a notary public.  The
                    provisions of the preceding sentence shall not apply if it
                    is established to the satisfaction of the Plan Administrator
                    either that the Eligible Spouse cannot be located or that
                    other circumstances set forth in Income Tax Regulations
                    which preclude the necessity of the Eligible Spouse's
                    consent are present with respect to the Participant.  Such
                    consent shall be valid only with respect to the Eligible
                    Spouse who signs the consent.  Any spousal consent necessary
                    under this provision shall not be effective unless the
                    Participant's Beneficiary designation designates a specific
                    Beneficiary(ies) or any contingent Beneficiary(ies), which
                    designations may not be changed without spousal consent
                    unless the spouse expressly permits designations by the
                    Participant without any further spousal consent.  The
                    "Eligible Spouse" of a Participant covered by this paragraph
                    is the husband or wife to whom the Participant had been
                    married for at least one (1) year as of the date of the
                    Participant's death.

     (b)  DISTRIBUTING PLAN ACCOUNTS:

               (i)  An amount equal to fifty percent (50%) of the nonforfeitable
                    balance of the Distributing Plan Account of such Participant
                    shall be payable on the death of such Participant to such
                    Participant's surviving Qualified Spouse pursuant to Section
                    6.4(b)(i) or, if there is no surviving Qualified Spouse, or
                    if an election has been made pursuant to Section 6.4(b)(iii)
                    and if a Beneficiary designation pursuant to subparagraph
                    (ii) below is made, to the Participant's designated
                    Beneficiary.  The remaining fifty percent (50%) of the
                    Participant's nonforfeitable Account balance shall be
                    payable on the death of the Participant to the Participant's
                    designated Beneficiary.

               (ii) Subject to the provisions of Section 6.4(b)(i) regarding
                    automatic annuities for Qualified Spouses, each Participant
                    shall, and from time to time, have the right to name and to
                    change the beneficiary or beneficiaries to whom payment of
                    the sum owing in the event of such 


                                       42

<PAGE>

                    Participant's death shall be made.  However, a
                    Participant's Distributing Plan Account balance shall be
                    paid to the Beneficiary the Participant has designated only
                    if the Participant's Qualified Spouse waives pursuant to
                    Section 6.4(b)(iii), any right to a benefit from the Plan,
                    except as provided in any Beneficiary designation executed
                    by the Participant.

     (c)  GENERAL RULES REGARDING BENEFICIARY DESIGNATIONS.  If a Participant
          shall fail to designate a Beneficiary, if such designation shall for
          any reason be illegal or ineffective, or if no surviving Qualified
          Spouse, Eligible Spouse or Beneficiary shall survive the Participant,
          the Participant's death benefits shall be paid:

               (i)  to the Participant's surviving spouse; or

               (ii) if there is no surviving spouse, to the estate of the
                    Participant.

          Except as otherwise provided above in this Section, each Participant
          shall have the right to designate, by giving a written designation to
          the Plan Administrator, a person or persons or entity to receive any
          death benefit which may become payable upon the death of such
          Participant.  A Participant may, with consent of the Participant's
          Qualified Spouse or Eligible Spouse, change such Beneficiary
          designation from time to time upon written notice to the Committee,
          and the last designation received by the Committee prior to the death
          of the Participant shall be effective and shall revoke all prior
          designations.

          The Plan Administrator may determine the identity of the distributees
          and in so doing may act and rely upon any information it may deem
          reliable upon reasonable inquiry, and upon any affidavit, certificate,
          or other paper believed by it to be genuine, and upon any evidence
          believed by it sufficient.

OPTIONAL DIRECT TRANSFER OF ELIGIBLE ROLLOVER DISTRIBUTIONS:  Notwithstanding
     any provision of the Plan to the contrary that would otherwise limit a
     distributee's election under this Section, a distributee may elect, at the
     time and in the manner prescribed by the Plan Administrator, to have any
     portion of an Eligible Rollover Distribution paid directly to an Eligible
     Retirement Plan specified by the Distributee in a Direct Rollover.  For
     purposes of this Section, the following definitions shall apply:

          ELIGIBLE ROLLOVER DISTRIBUTION:  An Eligible Rollover Distribution is
               any distribution of all or any portion of the balance to the
               credit of the Distributee, except that an Eligible Rollover
               Distribution does not include:  (i) any distribution that is one
               of a series of substantially equal periodic payments (not less
               frequently than annually) made for the life (or life expectancy)
               of the Distributee or the joint lives (or joint life
               expectancies) of the Distributee and the Distributee's 


                                       43

<PAGE>

               designated beneficiary, or for a specified period of ten (10)
               years or more; (ii) any distribution to the extent such
               distribution is required under section 401(a)(9) of the Code;
               and (iii) the portion of any distribution that is not includable
               in gross income (determined without regard to the exclusion for
               net unrealized appreciation with respect to employer securities).

          (b)  ELIGIBLE RETIREMENT PLAN:  An Eligible Retirement Plan is an
               individual retirement account described in section 408(a) of the
               Code, an individual retirement annuity described in section
               408(b) of the Code, an annuity plan described in section 403(a)
               of the Code or a qualified trust described in section 401(a) of
               the Code, that accepts the Distributee's Eligible Rollover
               Distribution.  However, in the case of an Eligible Rollover
               Distribution to the surviving spouse, an Eligible Retirement Plan
               is an individual retirement account or individual retirement
               annuity.

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

          (d)  DIRECT ROLLOVER:  A Direct Rollover is a payment by the Plan to
               the Eligible Retirement Plan specified by the Distributee.

LOANS TO PARTICIPANTS:  The Trustee may, at the Committee's direction,
     administer a Participant loan program, whereby upon the application of any
     Participant who is an active employee or a party-in-interest as defined in
     ERISA Section 3(14) who is not an Owner-Employee, a family member of an
     Owner-Employee, or a Shareholder-Employee of the Employer or a family
     member of a Shareholder-Employee (an "Eligible Individual"), the Trustee,
     in accordance with a uniform, nondiscriminatory policy, may make a loan or
     loans to such Eligible Individual.  The total amount of a loan to any
     Eligible Individual shall not exceed the lesser of (i) fifty thousand
     dollars ($50,000), or (ii) one-half (1/2) of the nonforfeitable value of
     the Participant's Accounts excluding the Participant's Distributing Plan
     Account under the Plan as of the date on which the loan is approved.  The
     Committee may not grant a loan in an amount in excess of fifty thousand
     dollars ($50,000), reduced by the excess, if any, of (i) the highest
     outstanding balance of loans from the Plan during the one (1) year period
     ending on the day before the date on which such loan is made over (ii) the
     outstanding balance of loans from the Plan on the date on which such loan
     is made.  All loans shall be subject to the approval of the Committee which
     shall follow a uniform, nondiscriminatory policy.

     In addition to such rules and regulations as the Committee may adopt, all
     loans shall comply 


                                       44

<PAGE>

     with the following terms and conditions:

     An application for a loan by an Eligible Individual shall be made in
          writing to the Committee whose action thereon shall be final.  The
          Committee shall specify the form of the application and any supporting
          data required.

     (b)  The period of repayment for any loan shall be five (5) years from the
          date the loan is made.  Any loan used to acquire a dwelling unit which
          within a reasonable time will be used as the principal residence of
          the Participant does not have to be repaid within five (5) years, but
          shall be paid in a time agreed by the Committee and the Eligible
          Individual.  Loans shall be repayable in substantially equal
          installments.  In no event shall the substantially equal installments
          be made less frequently than quarterly.  To the extent permitted by
          law, repayment shall be through payroll deductions for all periods
          while the Eligible Individual is on an Employer's payroll.

     (c)  Each loan shall bear interest at a rate which is reasonable within the
          meaning of section 4975(d)(1) of the Code, provided that such rate
          does not violate any applicable usury laws.

     (d)  Each loan shall be supported by collateral which is the Eligible
          Individual's entire interest in the Trust or if so determined by the
          Committee, the Eligible Individual's interest in the Eligible
          Individual's Employer Contribution Account, Matching Employer
          Contribution Account and Employee Contribution Account.  A loan shall
          also be supported by the Eligible Individual's promissory note for the
          amount of the loan, including interest, payable to the order of the
          Trustee.  The promissory note shall require that the unpaid principal
          and interest will (at the Committee's option) become due and payable
          if a loan payment is not made within thirty (30) days after the due
          date of any installment.

     (e)  At the time the balance of an Eligible Individual's Accounts is in
          excess of $3,500 and is used as security for a loan, if the
          requirements of section 401(a)(11) of the Code apply to any part of
          such balance which is loaned to the Eligible Individual, the Eligible
          Individual's spouse must consent in writing to the loan and the
          possible reduction in the Accounts of the Participant to satisfy the
          loan.  Such consent must be made within the ninety (90) day period
          which ends on the date on which the loan is to be so secured.  The
          spouse's written consent must be witnessed by a representative of the
          Plan or a notary public.  The provisions of the preceding sentences
          shall not apply if it is established to the satisfaction of the
          Committee either that the spouse cannot be located or that other
          circumstances set forth in regulations issued by the Secretary of the
          Treasury which preclude the necessity of the spouse's consent are
          present with respect to the Eligible Individual.  Further spousal
          consent is not required regardless of whether the Eligible Individual
          subsequently has a change in spouse or change in marital status.  Any 


                                       45

<PAGE>

          renegotiation, extension, renewal, or other revision of a loan shall
          be treated as a new loan requiring the obtaining of a new consent of
          the spouse in accordance with this subsection (e).

CASH-OUT PROCEDURE.  If at the time of a Participant's termination of employment
     the Participant's nonforfeitable Account balance shall be in an amount not
     in excess of $3,500.00 or such other amount to be prescribed in regulations
     by the Secretary of the Treasury or the Secretary's delegate, the Trustee
     shall pay such amount to the Participant as soon as practicable after the
     Participant's termination of employment, as of the Valuation Date
     coincident with or next following the Participant's termination of
     employment.  For purposes of this Section, if the value of the
     Participant's nonforfeitable Account balance is zero, the Participant shall
     be deemed to have received a distribution of such nonforfeitable Account
     balance.  If such amount is in excess of $3,500.00 and the Account balance
     is immediately distributable, the Participant, and the Participant's
     Qualified Spouse if the Participant is entitled to a distribution from a
     Distributing Plan Account and payment is to be made in a form other than a
     Qualified Joint and Survivor Annuity, must consent to any distribution of
     such Account balance.  The consent of the Participant, and the
     Participant's Qualified Spouse if the Participant is entitled to a
     distribution from a Distributing Plan Account and payment is to be made in
     a form other than a Qualified Joint and Survivor Annuity, shall be obtained
     in writing within the ninety (90) day period ending on the annuity starting
     date.  The annuity starting date is the first day of the first period for
     which an amount is paid as an annuity or any other form.  The Plan
     Administrator shall notify the Participant, and the Participant's Qualified
     Spouse if the Participant is entitled to a distribution from a Distributing
     Plan Account and payment is to be made in a form other than a Qualified
     Joint and Survivor Annuity, of the right to defer any distribution until
     the Participant's Account balance is no longer immediately distributable. 
     Such notification shall include a general description of the material
     features and an explanation of the relative values of the optional forms of
     benefit available under the Plan in a manner that would satisfy the notice
     requirements of section 417(a)(3) of the Code, and shall be provided no
     less than thirty (30) days and no more than ninety (90) days prior to the
     annuity starting date.  The consent of the Participant, and the
     Participant's Qualified Spouse if the Participant is entitled to a
     distribution from a Distributing Plan Account and payment is to be made in
     a form other than a Qualified Joint and Survivor Annuity, shall not be
     required to the extent that a distribution is required to satisfy section
     401(a)(9) or section 415 of the Code.  In addition, upon termination of the
     Plan the Participant's Account balance may be distributed to the
     Participant, provided the Employer does not maintain or establish a
     successor plan (as defined under regulations under section 401(k) of the
     Code), or transferred to another defined contribution plan (other than an
     employee stock ownership plan as defined in section 4975(e)(7) of the Code)
     within the same controlled group if the Participant does not consent to an
     immediate distribution.  An Account balance is immediately distributable to
     the Participant before the Participant attains (or would have attained if
     not deceased) the later of Normal Retirement Age or age sixty-two (62) (or
     any such other times as may be prescribed by law or by regulations
     promulgated by the Secretary of the Treasury).  Such payment shall satisfy
     all obligations of the Trust to such Participant.


                                       46

<PAGE>

     Upon a distribution or deemed distribution made to a Participant pursuant
     to this Section, the nonvested portion of such Participant's Employer
     Contribution Account, if any, and Matching Employer Contribution Account,
     if any, will be forfeited and shall be allocated along with Forfeitures at
     the time and in the manner specified in Section 4.3 DISPOSITION OF
     FORFEITURES.

                                   TRUST FUND

APPOINTMENT OF TRUSTEE:  A trustee shall be appointed by the Company to
     administer the Trust Fund.  The Trustee shall serve at the pleasure of the
     Company, and shall have the rights, powers and duties set forth in the
     Trust Agreement.  All assets of the Trust Fund shall be held, invested and
     reinvested by the Trustee.

ASSETS OF THE TRUST:  All contributions under this Plan shall be paid to the
     Trustee and, except as provided in Section 7.4 REVERSION OF EMPLOYER
     CONTRIBUTIONS, all assets of the Trust Fund, including income from
     investments and from all other sources, shall be retained for the exclusive
     benefit of Participants, Former Participants, and Beneficiaries, and shall
     be used to pay benefits to such persons, or to pay expenses of
     administration of the Plan and trust to the extent not paid by the Company.
     All contributions made by an Employer are expressly conditioned upon the
     continued qualification of the Plan under section 401 of the Code, and upon
     the deductibility of the contributions under section 404 of the Code.

EARMARKED INVESTMENTS:  At such times as the Employer shall designate, and if so
     permitted by the Employer, in the Employer's sole discretion exercised in a
     uniform, nondiscriminatory manner, every Participant under the Plan may
     request, in writing and on the form provided by the Employer that the total
     amount standing to the Participant's credit in the Participant's Account or
     any uniform lesser amount as determined by the Employer, be invested in any
     form of investment permitted by the Employer and selected by the
     Participant; provided, however, that if any Participant is permitted to
     earmark such Participant's Account or any portion thereof in any particular
     form or type of investment, all Participants shall have the same right of
     direction.

REVERSION OF EMPLOYER CONTRIBUTIONS:  At no time shall any part of the corpus or
     income of the Trust Fund be used for or diverted to purposes other than for
     the exclusive benefit of Participants and their Beneficiaries. 
     Notwithstanding the above, in the case of a contribution which is made by
     the Employer by a mistake of fact, such contribution may be returned to the
     Employer within one (1) year after the payment of the contribution to the
     Trust Fund.  If a contribution is conditioned on initial qualification of
     the Plan under section 501 of the Code, and if the Plan does not qualify,
     then such contribution may be returned to the Employer within one (1) year
     after the date of denial of initial qualification of the Plan (provided the
     application for qualification is made by the time prescribed by law for
     filing the Employer's return for the taxable year in which the Plan is
     adopted or such later date as the Secretary of the Treasury may prescribe).
     If a contribution is conditioned upon the deductibility of the contribution
     under section 404 of the 


                                       47

<PAGE>

     Code, then, to the extent the deduction is disallowed, such a contribution
     may be returned to the Employer within one (1) year after the disallowance
     of the deduction.

                                 ADMINISTRATION

ALLOCATION OF RESPONSIBILITY AMONG FIDUCIARIES FOR PLAN AND TRUST
     ADMINISTRATION:  The Fiduciaries shall have only those specific powers,
     duties, responsibilities and obligations as are specifically given them
     under this Plan or the Trust.  The Employers shall have the sole
     responsibility for making the contributions provided for under Section 4.1
     EMPLOYER CONTRIBUTIONS.  The Company shall have the sole authority to
     appoint and remove the Trustee, members of the Committee and any investment
     manager which may be provided for under the Trust, and to amend or
     terminate, in whole or in part, this Plan or the Trust.  The Committee
     shall have sole responsibility for the administration of this Plan, which
     responsibility is specifically described in this Plan and the Trust.  The
     Trustee shall have such responsibility for the administration of the Trust
     as specifically provided in the Trust.  Each Fiduciary warrants that any
     directions given, information furnished, or action taken by it shall be in
     accordance with the provisions of the Plan or the Trust, as the case may
     be, authorizing or providing for such direction, information or action. 
     Furthermore, each Fiduciary may rely upon any such direction, information
     or action of another Fiduciary as being proper under this Plan or the
     Trust, and is not required under this Plan or the Trust to inquire into the
     propriety of any such direction, information or action.  It is intended
     under this Plan and the Trust that each Fiduciary shall be responsible for
     the proper exercise of its own powers, duties, responsibilities and
     obligations under this Plan and the Trust and shall not be responsible for
     any act or failure to act of another Fiduciary.  No Fiduciary guarantees
     the Trust Fund in any manner against investment loss or depreciation in
     asset value.

APPOINTMENT OF COMMITTEE:  The Plan shall be administered by a Profit Sharing
     Committee consisting of at least three (3) persons who shall be appointed
     by and serve at the pleasure of the Board of Directors of the Company.  All
     usual and reasonable expenses of the Committee may be paid in whole or in
     part by the Employers, and any expenses not paid by the Employers shall be
     paid by the Trustee out of the principal or income of the Trust Fund.  Any
     members of the Committee who are Employees shall not receive compensation
     with respect to their services for the Committee.

CLAIMS PROCEDURE:  The Committee shall make all determinations as to the right
     of any person to a benefit.  Any denial by the Committee of the claim for
     benefits under the Plan by a Participant or Beneficiary shall be stated in
     writing by the Committee and delivered or mailed to the Participant or
     Beneficiary; and such notice shall set forth the specific reasons for the
     denial, written to the best of the Committee's ability in a manner that may
     be understood without legal counsel.  In addition, the Committee shall
     afford a reasonable opportunity to any Participant or Beneficiary whose
     claim for benefits has been denied for a review of the decision denying the
     claim.


                                       48

<PAGE>

RECORDS AND REPORTS:  The Committee shall exercise such authority and
     responsibility as it deems appropriate in order to comply with ERISA and
     governmental regulations issued thereunder relating to records of
     Participants' Service, Account balances and the percentage of such Account
     balances which are nonforfeitable under the Plan; notifications to
     Participants; annual registration with the Internal Revenue Service; and
     annual reports to the Department of Labor.

OTHER COMMITTEE POWERS AND DUTIES:  The Committee shall have such duties and
     powers as may be necessary to discharge its duties hereunder, including,
     but not by way of limitation, the following:

     (a)  to construe and interpret the Plan, decide all questions of
          eligibility and determine the amount, manner and time of payment of
          any benefits hereunder;

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

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

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

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

     (f)  to receive, review and keep on file (as it deems convenient or proper)
          reports of benefit payments by the Trustee and reports of
          disbursements for expenses directed by the Committee;

     (g)  to appoint, or employ individuals to assist in the administration of
          the Plan and any other agents it deems advisable, including legal
          counsel.

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

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


                                        49
<PAGE>

COMMITTEE PROCEDURES:  The Committee may act at a meeting or in writing without
     a meeting.  The Committee shall elect one of its members as chairman,
     appoint a secretary, who may or may not be a Committee member, and advise
     the Trustee of such actions in writing.  The secretary shall keep a record
     of all meetings and forward all necessary communications to the Employers
     or the Trustee.  The Committee may adopt such bylaws and regulations as it
     deems desirable for the conduct of its affairs.  All decisions of the
     Committee shall be made by the vote of the majority including actions in
     writing taken without a meeting.  A dissenting Committee member who, within
     a reasonable time after such Committee member has knowledge of any action
     or failure to act by the majority, registers a dissent in writing delivered
     to the other Committee members, the Company and the Trustee shall not be
     responsible for any such action or failure to act.

AUTHORIZATION OF BENEFIT PAYMENTS:  The Committee shall issue directions to the
     Trustee concerning all benefits which are to be paid from the Trust Fund
     pursuant to the provisions of this Plan, and warrants that all such
     directions are in accordance with this Plan.

APPLICATION AND FORMS FOR BENEFITS:  The Committee may require a Participant to
     complete and file with the Committee an application for a benefit and all
     other forms approved by the Committee, and to furnish all pertinent
     information requested by the Committee.  The Committee may rely upon all
     such information so furnished it, including the Participant's current
     mailing address.

FACILITY OF PAYMENT:  Whenever, in the Committee's opinion, a person is 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 the person's financial affairs, the Committee may direct the
     Trustee to make payments to such person or to the person's legal
     representative or to a relative or friend of such person for the person's
     benefit, or the Committee may direct the Trustee to apply the payment for
     the benefit of such person in such a manner as the Committee considers
     advisable.  Any payment of a benefit or installment thereof in accordance
     with the provisions of this Section shall be a complete discharge of any
     liability for the making of such payment under the provisions of the Plan.

INDEMNIFICATION OF THE COMMITTEE:  The Committee and the individual members
     thereof shall be indemnified by the Employers and not from the Trust Fund
     against any and all liabilities arising by reason of any act or failure to
     act made in good faith pursuant to the provisions of the Plan, including
     expenses reasonably incurred in the defense of any claim relating thereto.

                                  MISCELLANEOUS

NONGUARANTEE OF EMPLOYMENT:  Nothing contained in this Plan shall be construed
     as a contract of employment between an Employer and any Employee, or as a
     right of any Employee to be continued in the employment of an Employer, or
     as a limitation of the right of an Employer to discharge any of its
     Employees, with or without cause.

                                  50

<PAGE>

RIGHTS TO TRUST ASSETS:  No Employee or Beneficiary shall have any right to, or
     interest in, any assets of the Trust Fund upon termination of employment or
     otherwise, except as provided from time to time under this Plan, and then
     only to the extent of the benefits payable under the Plan to such Employee
     or Beneficiary out of the assets of the Trust Fund.  All payments of
     benefits as provided for in this Plan shall be made solely out of the
     assets of the Trust Fund and none of the Fiduciaries shall be liable
     therefor in any manner.

NONALIENATION OF BENEFITS:  Except to the extent provided in Section 6.6,
     benefits payable under this Plan shall not be subject in any manner to
     anticipation, alienation, sale, transfer, assignment, pledge, encumbrance,
     charge, garnishment, execution, or levy of any kind, either voluntary or
     involuntary, including any such liability which is for alimony or other
     payments for the support of a spouse or former spouse, or for any relative
     of the Employee, prior to actually being received by the person entitled to
     the benefit under the terms of the Plan; and any attempt to anticipate,
     alienate, sell, transfer, assign, pledge, encumber, charge or otherwise
     dispose of any right to benefits payable hereunder shall be void.  The
     Trust Fund shall not in any manner be liable for, or subject to, the debts,
     contracts, liabilities, engagements or torts of any person entitled to
     benefits hereunder.  The preceding sentence shall not apply with respect to
     the creation, assignment or recognition of a right to any benefit payable
     with respect to a Participant pursuant to a qualified domestic relations
     order as defined in section 414(p) of the Code.

NONFORFEITABILITY OF BENEFITS:  Subject only to the specific provisions of this
     Plan, nothing shall be deemed to divest a Participant of the right to the
     nonforfeitable benefit to which the Participant becomes entitled in
     accordance with the provisions of this Plan.

DISCONTINUANCE OF EMPLOYER CONTRIBUTIONS:  In the event of a permanent 
discontinuance of contributions to the Plan by an Employer, the Accounts of all
Participants employed by such Employer shall, as of the date of such 
discontinuance, become one hundred percent (100%) vested and nonforfeitable.


                       AMENDMENTS AND ACTION BY EMPLOYERS

AMENDMENTS:  The Company reserves the right to make from time to time any
     amendment or amendments to this Plan.

     Notwithstanding anything herein to the contrary, the Plan may not be
     amended to the extent the amendment will have the effect of decreasing the
     accrued benefit of a Participant in violation of section 411(d)(6) of the
     Code.

ACTION BY EMPLOYERS:  Any action by an Employer under this Plan may be by
     resolution of its Board of Directors, or by any person or persons duly
     authorized by resolution of said Board to take such action.


                                        51

<PAGE>

             SUCCESSOR EMPLOYER AND MERGER OR CONSOLIDATION OF PLANS

SUCCESSOR EMPLOYER:  In the event of the dissolution, merger, consolidation or
     reorganization of any Employer, provision may be made by which the Plan 
     as applied to such Employer will be continued by the successor; and, in 
     that event, the successor shall be substituted for such Employer under 
     the Plan. The substitution of the successor for such Employer shall 
     constitute an assumption of the Employer's Plan liabilities by the 
     successor and, if such Employer is the Company, the successor shall have 
     all of the powers, duties and responsibilities of the Company under the 
     Plan.

CONDITIONS APPLICABLE TO MERGERS OR CONSOLIDATIONS OF PLANS:  In the event of
     any merger or consolidation of the Plan as applied to any Employer or to
     all Employers with, or transfer in whole or in part of the assets and
     liabilities of the Trust Fund to another trust fund held under any other
     plan of deferred compensation maintained or to be established for the
     benefit of all or some of the Participants of this Plan, the assets of the
     Trust Fund applicable to such Participants shall be merged or consolidated
     with or transferred to the other trust fund only if:

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

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

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


                                PLAN TERMINATION

RIGHT TO TERMINATE:  An Employer may at any time terminate the Plan with respect
     to the Employees employed by said Employer.  If the Plan is terminated by
     fewer than all Employers, the Plan shall continue in effect for Employees
     of the remaining Employers.  In the event of the dissolution, merger,
     consolidation or reorganization of an Employer, the Plan shall be
     terminated with respect to the Employees of such Employer, unless the Plan
     is continued by a successor to such Employer in accordance with Section
     11.1 SUCCESSOR EMPLOYER.


                                   52

<PAGE>

PARTIAL TERMINATION:  Upon termination of the Plan with respect to one or more
     but not all of the Employers, or upon termination of the Plan by an
     Employer with respect to a group of Participants, the Trustee shall
     allocate and segregate for the benefit of such group of Participants, or of
     the Employees then or theretofore employed by the Employer with respect to
     which the Plan is being terminated, the proportionate interest of such
     Participants in the Trust Fund.  The funds so allocated and segregated
     shall be used by the Trustee to pay benefits to or on behalf of
     Participants in accordance with Section 12.3 LIQUIDATION OF THE TRUST FUND.

LIQUIDATION OF THE TRUST FUND:  Upon termination of the Plan, the Accounts of
     all Participants affected thereby shall become fully vested, and the
     Committee shall direct the Trustee:  (a) to continue to administer the
     Trust Fund and pay Account balances in accordance with Section 6.4 PAYMENT
     OF BENEFITS, to Participants affected by the termination upon their
     termination of employment or to their Beneficiaries upon such a
     Participant's death, until the Trust Fund has been liquidated, or (b) to
     distribute the assets remaining in the Trust Fund, after payment of any
     expenses properly chargeable thereto, to Participants, Former Participants
     and Beneficiaries in proportion to their respective Account balances.

     In case the Committee directs liquidation of the Trust Fund pursuant to (a)
     above, the expenses of administering the Plan and Trust, if not paid by the
     Employer, shall be paid from the Trust Fund.

MANNER OF DISTRIBUTION:  To the extent that no discrimination in value results,
     any distribution after termination of the Plan may be made, in whole or in
     part, in cash, in securities or other assets in kind as the Committee (in
     its discretion) may determine.  All noncash distributions shall be valued
     at fair market value at the date of distribution.


                                  PLAN ADOPTION

ADOPTION PROCEDURE:  With the written consent of the Company, any company which
     is a subsidiary or affiliate of an Employer may adopt the Plan for its
     eligible Employees by appropriate resolution, which shall specify the
     effective date of such adoption and which may contain such changes and
     variations in Plan terms as the Company approves.

     Each subsidiary or affiliated company upon becoming an Employer shall
     appoint and designate one of its officers, by resolution of its Board of
     Directors, to take such action and to furnish and supply to the Committee
     and the Trustee such data and information as may be necessary or required
     to administer the Plan; and the Committee and the Trustee shall be entitled
     to accept and rely upon all matters and facts furnished them, or either of
     them, by such officer and to act thereon without incurring any liability
     for so doing.






                                      53
<PAGE>

EXPENSES:  Each participating Employer shall pay such proportionate part of the
     expenses incurred in the administration of the Plan as hereinabove provided
     in Section 8.2 APPOINTMENT OF COMMITTEE as the Company shall determine.

WITHDRAWAL:  A participating Employer may withdraw from the Plan by giving sixty
     (60) days' written notice of its intention to the Company, unless a shorter
     notice shall be agreed to by the Company; provided, however, that such
     withdrawal shall be subject to the provisions of Article XII PLAN
     TERMINATION.

TRANSFERRED ASSETS:  If an Employer adopting the Plan already maintains a thrift
     or profit sharing plan covering employees who will be covered by this Plan,
     it may, with the consent of the Company, provide in its resolution adopting
     this Plan for the merger, restatement and continuation, without
     discontinuance or termination, of its plan by this Plan.  In such case, the
     account balances of employees in such previous plan shall be valued as of
     the date the Employer adopts this Plan and such account balances shall be
     transferred to the Trust Fund and shall constitute initial Account balances
     under this Plan for the Participants to whom they pertain.


                              TOP-HEAVY PROVISIONS

GENERAL:  Notwithstanding anything herein to the contrary, the following
     provisions shall apply with respect to any Year in which the Plan is deemed
     to be Top Heavy.

DEFINITIONS:

     (a)  KEY EMPLOYEE:  Any Employee or former Employee (and the Beneficiaries
          of such Employee) who at any time during the determination period was:

               (i)   an officer of the Employer if such individual's annual
                     Compensation exceeds fifty percent (50%) of the dollar
                     limitation under section 415(b) of the Code for the 
                     calendar year in which any such Year ends,

               (ii)  an owner (or considered an owner under section 318 of the
                     Code) of one of the ten (10) largest interests in the
                     Employer if such individual's Compensation exceeds one
                     hundred percent (100%) of such dollar limitation under
                     section 415(c)(1)(A) of the Code,

               (iii) an owner of more than a five percent (5%) interest in
                     the Employer, or

               (iv)  an owner of more than a one percent (1%) interest in the
                     Employer who has annual Compensation of more than one
                     hundred fifty thousand dollars ($150,000).


                                       54

<PAGE>

     An officer is defined as an actual officer of the Employer, provided that
     not more than the greater of three (3) Employees or ten percent (10%) of
     the Employees (but in no event more than fifty (50) Employees) shall be
     considered as officers in determining whether a plan is Top Heavy.

     The determination period is the Year containing the Determination Date and
     the four (4) preceding Years.  The determination of who is a Key Employee
     will be made in accordance with section 416(i)(1) of the Code, and the
     regulations thereunder.

     (b)  NON-KEY EMPLOYEE:  Any Employee who is not included in the definition
          of Key Employee.

     (c)  TOP-HEAVY PLAN:  This Plan is Top Heavy if any of the following
          conditions exists:

               (i)  If the Top-Heavy Ratio for this Plan exceeds sixty percent
                    (60%) and this Plan is not part of any Required Aggregation
                    Group or Permissive Aggregation Group of plans.

               (ii) If this Plan is a part of a Required Aggregation Group of
                    plans but not part of a Permissive Aggregation Group and the
                    Top-Heavy Ratio for the group of plans exceeds sixty percent
                    (60%).

               If this Plan is a part of a Required Aggregation Group and part
                    of a Permissive Aggregation Group of plans and the Top-Heavy
                    Ratio of the Permissive Aggregation Group exceeds sixty
                    (60%).

     (d)  TOP-HEAVY RATIO:

              (i)   If the Employer maintains one or more defined contribution
                    plans (including any Simplified Employee Pension Plan) and
                    the Employer has not maintained any defined benefit plan
                    which during the five (5) year period ending on the
                    Determination Date(s) has or has had accrued benefits, the
                    Top-Heavy Ratio for this Plan alone or for the Required or
                    Permissive Aggregation Group as appropriate is a fraction,
                    the numerator of which is the sum of the Account balances of
                    all Key Employees as of the Determination Date(s) (including
                    any part of any Account balance distributed in the five (5)
                    year period ending on the Determination Date(s)), and the
                    denominator of which is the sum of all Account balances
                    (including any part of any Account balance distributed in
                    the five (5) year period ending on the Determination
                    Date(s)), of all Participants as of the Determination
                    Date(s), both computed in 


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<PAGE>

                    accordance with section 416 of the Code, and the 
                    regulations thereunder.  Both the numerator and 
                    denominator of the Top-Heavy Ratio are adjusted to 
                    reflect any contribution not actually made as of the 
                    Determination Date, but which is required to be taken 
                    into account on that date under section 416 of the Code, 
                    and the regulations thereunder.

              (ii)  If the Employer maintains one or more defined contribution
                    plans (including any Simplified Employee Pension Plan) and
                    the Employer maintains or has maintained one or more defined
                    benefit plans which during the five (5) year period ending
                    on the Determination Date(s) has or has had any accrued
                    benefits, the Top-Heavy Ratio for any Required or Permissive
                    Aggregation Group as appropriate is a fraction, the
                    numerator of which is the sum of the Account balances under
                    the aggregated defined contribution plan or plans for all
                    Key Employees, determined in accordance with subparagraph
                    (i) above, and the present value of accrued benefits under
                    the aggregated defined benefit plan or plans for all Key
                    Employees as of the Determination Date(s)), and the
                    denominator of which is the sum of the Account balances
                    under the aggregated defined contribution plan or plans for
                    all Participants, determined in accordance with subparagraph
                    (i) above, and the present value of accrued benefits under
                    the defined benefit plan or plans for all Participants as of
                    the Determination Date(s), all determined in accordance with
                    section 416 of the Code, and the regulations thereunder.  
                    The accrued benefits under a defined benefit plan in both
                    the numerator and denominator of the Top-Heavy Ratio are
                    adjusted for any distribution of an accrued benefit made in
                    the five (5) year period ending on the Determination Date.

              (iii) For purposes of subparagraphs (i) and (ii) above, the
                    value of Account balances and the present value of accrued
                    benefits will be determined as of the most recent
                    Determination Date, except as provided in section 416 of the
                    Code, and the regulations thereunder for the first and
                    second Years of a defined benefit plan.  The Account
                    balances and accrued benefits of a Participant (1) who is
                    not a Key Employee but who was a Key Employee in a prior
                    year, or (2) who has not been employed (as defined by
                    section 416(g) of the Code) by the Company maintaining the
                    Plan at any time during the five (5) year period ending on
                    the Determination Date will be disregarded.  The calculation
                    of the Top-Heavy Ratio, and the extent to which
                    distributions, rollovers, and transfers are taken into
                    account will be made in accordance with section 416 of the
                    Code, and the regulations thereunder.  When aggregating
                    plans, the value of Account balances and accrued benefits
                    will be 


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<PAGE>

                    calculated with reference to the Determination Date
                    that falls within the same calendar year.

     (e)  PERMISSIVE AGGREGATION GROUP:  The required aggregation group of plans
          plus any other plan or plans of the Employer which, when considered as
          a group with the Required Aggregation Group, would continue to satisfy
          the requirements of section 401(a)(4) and 410 of the Code.

     (f)  REQUIRED AGGREGATION GROUP:  (i) Each qualified plan of the Employer
          in which at least one Key Employee participates, and (ii) any other
          qualified plan of the Employer which enables a plan described in (i)
          to meet the requirements of sections 401(a)(4) and 410 of the Code.

     (g)  DETERMINATION DATE:  For any Year subsequent to the first Year, the
          last day of the preceding Year.

MINIMUM ALLOCATION REQUIREMENTS:

     (a)  Except as otherwise provided in subsections (c) and (d) below, the
          Employer Contributions (excluding Salary Deferral Contributions and
          Matching Employer Contributions) and forfeitures for the Year
          allocated on behalf of any Participant who is not a Key Employee shall
          not be less than the lesser of three percent (3%) of such
          Participant's Compensation or, in the case where the Employer has no
          defined benefit plan which designates this Plan to satisfy section 401
          of the Code, the largest percentage of Employer Contributions
          (including Salary Deferral Contributions and Matching Employer
          Contributions) and forfeitures, as a percentage of the first two
          hundred thousand dollars ($200,000) of the Key Employee's
          Compensation, allocated on behalf of any Key Employee for that year. 
          The minimum allocation is determined without regard to any Social
          Security contribution.

          This minimum allocation shall be made even though, under other Plan
          provisions, the Participant would not otherwise be entitled to receive
          an allocation, or would have received a lesser allocation for the Year
          because of (i) the Participant's failure to complete 1,000 hours of
          service (or any equivalent provided in the Plan), (ii) the
          Participant's failure to make mandatory contributions to the Plan, or
          (iii) Compensation less than a stated amount.

     For purposes of computing the minimum allocation, Compensation means the
          amount reported on the Participant's Internal Revenue Service 
          Form W-2, Wage and Tax Statement (or in the event such reporting form
          is at some future time change modified or amended, such successor
          corresponding form) for the Year.  Notwithstanding the foregoing, for
          Years beginning after December 31, 1988, in determining if an
          individual is a Key Employee, 


                                       57

<PAGE>

          Compensation shall include amounts which are contributed by the 
          Employer pursuant to a salary reduction agreement or salary deferral 
          agreement which are not included in the gross income of the 
          Participant under sections 125, 402(a)(8), 402(h) or 403(b) of the 
          Code.

     (c)  The provision of subsection (a) above shall not apply to any
          Participant who was not employed by the Employer on the last day of
          the Year.

     (d)  The provision in (a) above shall not apply to any Participant to the
          extent the Participant is covered under any other plan or plans of the
          Company and the Company has provided that the minimum allocation or
          benefit requirement applicable to Top-Heavy plans will be met in the
          other plan or plans.

     (e)  The minimum allocation required (to the extent required to be
          nonforfeitable under section 416(b) of the Code) may not be forfeited
          under section 411(a)(3)(B) or 411(a)(3)(D) of the Code.

SPECIAL 415 LIMITATIONS:  In any Year in which the Plan is deemed to be a Top-
     Heavy Plan, the number 1.25 shall be replaced by the number 1.0 to the
     extent required under section 416(h) of the Code and regulations issued
     thereunder; provided, however, that such adjustment will not occur where
     benefits for Key Employees do not exceed ninety percent (90%) of total
     benefits and additional benefits are provided for Non-Key Employees in
     accordance with the provisions of section 416(h)(2)(A) and (B) of the Code.


     IN WITNESS WHEREOF, the Company has caused this Plan to be executed as of
this __ day of _________, 1996.

ATTEST:                                 UNITED STATIONERS INC.


                                        By:
                                         Its:


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