SARATOGA BANK SAVINGS PLAN<PAGE>
                     
                       TABLE OF CONTENTS

                     ARTICLE I DEFINITIONS
                                
                           ARTICLE II

                  TOP HEAVY AND ADMINISTRATION
                                
  2.1           TOP HEAVY PLAN REQUIREMENTS                               20
  2.2           DETERMINATION OF TOP HEAVY STATUS                         20
  2.3           POWERS AND RESPONSIBILITIES OF THE EMPLOYER               24
  2.4           DESIGNATION OF ADMINISTATIVE AUTHORITY                    25
  2.5           ALLOCATION AND DELEGATION OF RESPONSIBILITIES             25
  2.6           POWERS AND DUTIES OF THE ADMINISTRATOR                    26
  2.7           RECORDS AND REPORTS                                       27
  2.8           APPOINTMENT OF ADVISERS                                   27
  2.9           INFORMATION FROM EMPLOYER                                 27
  2.10          PAYMENT OF EXPENSES                                       28
  2.11          MAJORITY ACTIONS                                          28
  2.12          CLAIMS PROCEDURE                                          28
  2.13          CLAIMS REVIEW PROCEDURE                                   28

                          ARTICLE III
                          ELIGIBILITY
  3.1                         CONDITIONS OF ELIGIBILITY                   29
  3.2                         APPLICATION FOR PARTICIPATION               30
  3.3                         EFFECTIVE DATE OF PARTICIPATION             30
  3.4                         DETERMINATION OF ELIGIBILITY                30
 3.5       TERMINATION OF ELIGIBILITY                                     30
 3.6     OMISSION OF ELIGIBLE EMPLOYEE                                    31
 3.7     INCLUSION OF INELIGIBLE EMPLOYEE                                 31
 3.8     ELECTION NOT TO PARTICIPATE                                      31
                           ARTICLE IV
                  CONTRIBUTION AND ALLOCATION
          4.1     FORMULA FOR DETERMINING EMPLOYER'S CONTRIBUTION         31
          4.2     PARTICIPANT'S SALARY REDUCTION ELECTION                 32
          4.3     TIME OF PAYMENT OF EMPLOYER'S CONTRIBUTION              37
          4.4     ALLOCATION OF CONTRIBUTION AND EARNINGS                 37
          4.5     ACTUAL DEFERRAL PERCENTAGE TESTS                        43
          4.6     ADJUSTMENT TO ACTUAL DEFERRAL PERCENTAGE TESTS          46
          4.7     MAXIMUM ANNUAL ADDITIONS                                48
          4.8     ADJUSTMENT FOR EXCESSIVE ANNUAL ADDITIONS               53
          4.9     TRANSFERS FROM QUALIFIED PLANS                          54
               4.10    DIRECTED INVESTMENT ACCOUNT                        56
                            ARTICLE V
                            VALUATIONS
     5.1    VALUATION OF THE TRUST FUND                                   57
     5.2    METHOD OF VALUATION                                           57
                            ARTICLE VI
            DETERMINATION AND DISTRIBUTION OF BENEFITS
   6.1    DETERMINATION OF BENEFITS UPON RETIREMENT                       58
   6.2    DETERMINATION OF BENEFITS UPON DEATH                            58
                         ARTICLE  VIII
                AMENDMENT, TERMINATION AND MERGERS
   8.1    AMENDMENT                                                       82 
   8.2    TERMINATION                                                     82 
   8.3    MERGER  OR  CONSOLIDATION                                           82
                            ARTICLE IX
                          MISCELLANEOUS
   9.1   PARTICIPANT'S RIGHTS                                             83
   9.2   ALIENATION                                                       83
   9.3   CONSTRUCTION OF PLAN                                             84
   9.4   GENDER AND NUMBER                                                84
   9.5   LEGAL ACTION                                                     84
   9.6   PROHIBITION AGAINST DIVERSION OF FUNDS                           85
   9.7   BONDING                                                          85
   9.8   EMPLOYER'S AND TRUSTEE'S PROTECTIVE CLAUSE                       86
   9.9   INSURER'S PROTECTIVE CLAUSE                                      86
   9.10  RECEIPT AND RELEASE FOR PAYMENTS                                 86
   9.11  ACTION BY THE EMPLOYER                                           86
   9.12  NAMED FIDUCIARIES AND ALLOCATION OF RESPONSIBILITY               87
   9.13  HEADINGS                                                         87
   9.14  APPROVAL BY INTERNAL REVENUE SERVICE                             88
   9.15  UNIFORMITY                                                       88

                            ARTICLE  X
                     PARTICIPATING  EMPLOYERS
   10.1            ADOPTION  BY  OTHER  EMPLOYERS              88
   10.2            REQUIREMENTS  OF  PARTICIPATING  EMPLOYERS  89
   10.3            DESIGNATION  OF  AGENT                      90
   10.4            EMPLOYEE  TRANSFERS                         90
   10.5            PARTICIPATING  EMPLOYER'S  CONTRIBUTION     90
   10.6            AMENDMENT                                             91
   10.7            DISCONTINUANCE  OF  PARTICIPATION           91
   10.8            ADMINISTRATOR'S  AUTHORITY                  81
                    SARATOGA BANK SAVINGS PLAN

        THIS AGREEMENT, hereby made and entered into this
 19th  day of  June ,1995   , by and between Saratoga   National Bank
(herein referred to as the "Employer")   and Mary Page Rourke,
Barbara Resop, Earl Lanna and Richard Mount (herein referred to as
the "Trustee").

                   W  I  T  N  E  S  S  T  H

        WHEREAS,  the Employer heretofore established a Profit
Sharing Plan and Trust effective January 1,  1987,  (hereinafter
called the "Effective Date")  known as Saratoga Bank Savings Plan
(herein referred to as the "Plan")  in recognition of the
contribution made to its successful operation by its employees and
for the exclusive benefit of its eligible employees;  and

        WHEREAS,  under the terms of the Plan,  the Employer
has the ability to amend the Plan,  provided the Trustee joins in
such amendment if the provisions of the Plan affecting the Trustee
are amended;

        NOW,THEREFORE, effective July 1, 1995, except as
otherwise provided,  the Employer and the Trustee in accordance with
the provisions of the Plan pertaining to amendments thereof, hereby
amend the Plan in its entirety and restate the Plan to provide as
follows:

                           ARTICLE I 
                          DEFINITIONS

     1.1  "Act" means the Employee Retirement Income Security Act
of 1974, as it may be amended from time to time.

 1.2  "Administrator" means the person or entity designated by
the  Employer pursuant to Section 2.4 to administer the Plan on   
behalf of the Employer.

 1.3  "Affiliated Employer" means any corporation which is a
member of a controlled group of corporations (as defined in Code 
Section 414(b)) which includes the Employer; any trade or business
(whether or not incorporated) which is under common control (as
defined in Code Section 414(c)) with the Employer;  any organization
(whether or not incorporated) which is a member of an affiliated
service group (as defined in Code Section 414(m)) which includes the
Employer; and any other entity required to be aggregated with the
Employer pursuant to Regulations under Code Section 414(0).

 1.4  "Aggregate Account" means, with respect to each
Participant,  he value of all accounts maintained on behalf of a  
Participant, whether attributable to Employer or Employee contributions,
subject to the provisions of Section 2.2.

 1.5  "Anniversary Date" means December 31.

 1.6  "Beneficiary" means the person to whom the share of a
deceased Participant's total account is payable, subject to the  
restrictions of Sections 6.2 and 6.6.

 1.7  "Code" means the Internal Revenue Code of 1986, as amended 
or replaced from time to time.

 1.8  "Compensation" with respect to any Participant means such 
Participant's wages as defined in Code Section 3401(a) and all other
payments of compensation by the Employer  (in the  course of the
Employer's trade or business)  for a Plan Year  for which the
Employer is required to furnish the Participant  a written statement
under Code Sections 6041(d),6051(a) (3) and 6052. Compensation must
be determined without regard to any rules under Code Section
3401(a)that limit the remuneration included in wages based on the
nature or location of the employment or the services performed 
(such as the exception for agricultural labor in Code Section 3401(a 
(2)).

For purposes of this Section, the determination of Compensation
shall be made by:

 (a) including amounts which are contributed by the          
      Employer pursuant to a salary reduction agreement and which
      are not includible in the gross income of the Participant
      under Code Sections 125, 402(e)(3),402(h)(1)(B), 403(b) or457, 
      and Employee contributions described in Code Section   414(h)(2)
      that are treated as Employer contributions.

      For a Participant's initial year of participation,
      Compensation shall be recognized for the entire Plan Year.

      Compensation in excess of $200,000 shall be
disregarded.  Such amount shall be adjusted at the same time and
in such manner as permitted under Code Section 415(d),  except
that the dollar increase in effect on January 1 of any calendar
year shall be effective for the Plan Year beginning with or
within such calendar year and the first adjustment to the
$200,000 limitation shall be effective on January 1, 1990.  For
any short Plan Year the Compensation limit shall be an amount
equal to the Compensation limit for the calendar year   in which
the number of full months 'in the short Plan Year by twelve (12).
In applying this limitation,  the family group of a Highly
Compensated Participant who is subject to the Family Member
aggregation rules of Code Section 414(q)(6) because such
Participant is either a "five percent owner" of the Employer or
one of the ten (10) Highly Compensated Employees paid the
greatest "415 Compensation" during the year, shall be treated as
a single Participant, except that for this purpose Family Members
shall include only the affected Participant's spouse and any
lineal descendants 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 $200,000 limitation is
exceeded, then the limitation shall be prorated among the
affected Family Members in proportion to each such Family
Member's Compensation prior to the application of this
limitation, or the limitation shall be adjusted in accordance
with any other method permitted by Regulation.

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

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

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

      If, as a result of such rules, the maximum "annual
addition" limit of Section 4.7(a) would be exceeded for one or more
of the affected Family Members, the prorated Compensation of all
affected Family Members shall be adjusted to aviod or reduce any
excess.  The prorated Compensation of any affectd Family Member
whose allocation would exceed the limit shall be adjusted downward
to the level needed to provide an allocation equal to such limit. 
The prorated Compensation of affected Family Members not affected
by such limit shall then be adjusted upward on a pro rata basis not
to exceed each such affected Family Member's Compensation as
determined prior to application of the Family Member rule.  The
resulting allocation shall not exceed such individual's maximum
"annual addition" limit.  If, after these adjustments, an "excess 
amount" still results, such "excess amount" shall be disposed of in
a manner described in Section 4.8(a) pro rata among all affected
Family Members.

      For purposes of this Section, if the Plan is a plan
described in Code Section 413(c) or 414(f) (a plan maintained by
more than one Employer), the $200,000 limitation applies separately
with respect to the Compensation of any Participant from each
Employer maintaining the Plan.  

      If, in connection with the adoption of this amendment and
restatement, the definition of Compensation has been modified, then,
for Plan Years prior to the Plan Year which includes the adoption
date of this amendment and restatement, Compensation means
Compensation determined pursuant to the Plan then in effect.

      For Plan Years beginning prior to January 1, 1989, the
$200,000 limit (without regard to Family Member aggregation) shall
apply only for Top Heavy Plan Years and shall not be adjusted.

 1.9  "Contract" or "Policy" means any life insurance policy,
retirement income of annuity contract (group or individual) issued
pursuant to the terms of the Plan.

 1.10 "Deferred Compensation" with respect to any Participant 
means the amount of the Participant's total Compensation which has
been contributed to the Plan in accordance with the Participant's
deferral election pursuant to Section 4.2 excluding any such amounts
distributed as excess "annual additions" pursuant to Section 4.8(a).

 1.11 "Early Retirement Date." This Plan does not provide for
retirement date prior to Normal Retirement Date.

 1.12 "Elective Contribution" means the Employer's
contributions to the Plan of Deferred Compensation excluding any
such amounts distributed as excess "annual additions" pursuant to
Section 4.8(a).  In addition,  the Employer's matching
contribution made pursuant to Section 4.1(b)  and any Employer
Qualified Non-Elective Contribution made pursuant to Section
4.1(c)  and Section 4.6 shall be considered an Elective
Contribution for purposes of the Plan. Any such contributions
deemed to be Elective Contributions shall be subject to the
requirements of Sections 4.2(b) and 4.2(c)  and shall further be
required to satisfy the discrimination requirements of Regulation
1.401(k)-l(b) (5),  the provisions of which are specifically
incorporated herein by reference.

 1.13 "Eligible Employee" means any Employee.
Employees of Affiliated Employers shall not be eligible to
participate in this Plan unless such Affiliated Employers have
specifically adopted this Plan in writing.

 1.14 "Employee" means any person who is employed by the
Employer or Affiliated Employer,  but excludes any person who is
an independent contractor.  Employee shall include Leased
Employees within the meaning of Code Sections 414(n)(2)  and
414(0) (2)  unless such Leased Employees are covered by a plan
described in Code Section 414(n)(5)  and such Leased Employees do
not constitute more than 20% of the recipient's non-highly
compensated work force.

 1.15 "Employer" means Saratoga National Bank and any
Participating Employer (as defined in Section 10.1) which shall
adopt this Plan; any successor which shall maintain this Plan;
and any predecessor which has maintained this Plan. The Employer
is a corporation, with principal offices in the State of
California.

 1.16  "Excess Contributions" means,  with respect to a Plan
Year, the excess of Elective Contributions made on behalf of
Highly Compensated Participants for the Plan Year over the
maximum amount of such contributions permitted under Section
4.5(a).  Excess Contributions shall be treated as an "annual
addition" pursuant to Section 4.7(b).
      
 1.17 "Excess Deferred Compensation" means, with respect to
any taxable year of a Participant,  the excess of the aggregate
amount of such Participant's Deferred Compensation and the
elective deferrals pursuant to Section 4.2(f)  actually made on
behalf of such Participant for such taxable year,  over the
dollar limitation provided for in Code Section 402(g), which is
incorporated herein by reference. Excess Deferred Compensation
shall be treated as an "annual addition" pursuant to Section
4.7(b)  when contributed to the Plan unless distributed to the
affected Participant not later than the first April 15th
following the close of the Participant's taxable year.
Additionally,  for purposes of Sections 2.2 and 4.4(f),  Excess
Deferred Compensation shall continue to be treated as Employer
contributions even if distributed pursuant to Section 4.2(f).
However,  Excess Deferred Compensation of Non-Highly Compensated
Participants is not taken into account for purpose's of Section
4.5(a)  to the extent such Excess Deferred Compensation occurs
pursuant to Section 4.2(d).
 
 1.18  "Family Member" means, with respect to an affected
Participant,  such Participant's spouse and such Participant's
lineal descendants and ascendants and their spouses,  all as
described in Code Section 414(q)(6)(B).

 1.19  "Fiduciary" means any person who (a) exercises any
discretionary authority or discretionary control respecting
management of the Plan or exercises any authority or control
respecting management or disposition of its assets,  (b)  renders
investment advice for a fee or other compensation,  direct or
indirect,  with respect to any moneys or other property of the
Plan or has any authority or responsibility to do so,  or  (c) 
has any discretionary authority or discretionary responsibility
in the administration of the Plan,  including, but not limited
to, the Trustee, the Employer and its representative body,  and
the Administrator.

 1.20 "Fiscal Year" means the Employer's accounting year of 12
months commencing on January 1st of each year and ending the
following December 31st.

 1.21 "Forfeiture." Under this Plan,  Participant accounts are
100% Vested at all times. Any amounts that may otherwise be
forfeited under the Plan pursuant to Section 3.7,  4.2(f)  or 6.9
shall be used to reduce the contribution of the Employer.

 1.22 "Former Participant" means a person who has been a
Participant,  but who has ceased to be a Participant for any reason.

 1.23 "415 Compensation" with respect to any Participant means
such Participant's wages as defined in Code Section 3401(a) and all
other payments of compensation by the Employer  (in the course of
the Employer's trade or business)  for a Plan Year for which the
Employer is required to furnish the Participant a written statement
under Code Sections 6041(d),  6051(a) (3)  and 6052. "415
Compensation" must be determined without regard to any rules under
Code Section 3401(a)  that limit the remuneration included in wages
based on the nature or location of the employment or the services
performed  such as the exception for agricultural labor in Code
Section 3401(a)(2)).

If, in connection with the adoption of this amendment and
restatement, the definition of "415 Compensation" has been modified, 
then,  for Plan Years prior to the Plan Year which includes the
adoption date of this amendment and restatement, "415 Compensation"
means compensation determined pursuant to the Plan then in effect.

 1.24 "414(s)  Compensation" with respect to any Participant
means such Participant's "415 Compensation" paid during a Plan Year. 
The amount of "414(s)  Compensation" with respect to any Participant
shall include "414(s)  Compensation" for the entire twelve  (12) 
month period ending on the last day of such Plan Year.

For purposes of this Section, the determination of "414(s) 
Compensation"  shall be made by including amounts which are
contributed by the Employer pursuant to a salary reduction agreement
and which are not includible in the gross income of the Participant
under Code Sections 125, 402(e) (3),  402(h) (1)(B), 403(b)  or 457, 
and Employee contributions described in Code Section 414(h) (2) 
that are treated as Employer contributions.

      "414(s) Compensation" in excess of $200,000 shall be
disregarded.  Such amount shall be adjusted at the same time and in
such manner as permitted under Code Section 415(d),  except that the
dollar increase in effect on January 1 of any calendar year shall
be effective for the Plan Year beginning with or within such
calendar year and the first adjustment to the $200,000  limitation
shall be effective on January 1,  1990.  For any short Plan Year the
"414(s) Compensation"  limit shall be an amount equal to the 
"414(s) Compensation"  limit for the calendar year in which the Plan
Year begins multiplied by the ratio obtained by dividing the number
of full months in the short Plan Year by twelve  (12).  In applying
this limitation, the family group of a Highly Compensated
Participant who is subject to the Family Member aggregation rules
of Code Section 414(q)(6)  because such Participant is either a
"five percent owner" of the Employer or one of the ten  (10)  Highly
Compensated Employees paid the greatest "415 Compensation" during
the year,  shall be treated as a single Participant,  except that
for this purpose Family Members shall include only the affected
Participant's spouse and any lineal descendants who have not
attained age nineteen  (19) before the close of the year.

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

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

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

      If,  in connection with the adoption of this amendment and
restatement,  the definition of "414(s)  Compensation" has been
modified,  then,  for Plan Years prior to the Plan Year which
includes the adoption date of this amendment and restatement,
"414(s)  Compensation" means compensation determined pursuant to the
Plan then in effect.

 1.25 "Highly Compensated Employee" means an Employee described
in Code Section 414(q)  and the Regulations thereunder, and
generally means an Employee who performed services for the Employer
during the "determination year" and is in one or more of the
following groups:

      (a)   Employees who at any time during the "determination year" or
            "look-back year" were "five percent owners" as defined in
            Section 1.31(c).

      (b)   Employees who received "415 Compensation" during the
      "look-back year"  from the Employer in excess
      of $75,000.

      (c)   Employees who received "415 Compensation" during
      the "look-back year" from the Employer in excess of
      $50,000 and were in the Top Paid Group of Employees for
      the Plan Year.

      (d)   Employees who during the "look-back year" were officers of the
      Employer  (as that term is defined within the meaning of the
      Regulations under Code Section 416) and received "415 Compensation"
      during the "look-back year"  from the Employer greater than 50 percent
      of the limit in effect under Code Section 415(b) (1)(A)  for any such
      Plan Year.  The number of officers shall be limited to the lesser of 
      of 3 employees or 10 percent of all employees.  For the purpose of
      determining the number of officers,  Employees described in Section
      1.54(a),(b),(c) and (d)  shall be excluded, but such Employees shall
      still be considered for the purpose of identifying the particular
      Employees who are officers.  If the Employer does not have at least
      one officer whose annual  "415 Compensation"  is in excess
      of 50 percent of the Code Section 415(b) (1) (A)  limit, 
      then the highest paid officer of the Employer will be treated as a
      Highly Compensated Employee.

      (e)   Employees who are in the group consisting of the 100 Employees
paid the greatest "415 Compensation" during the "determination year" and are
also described in   (b), (c) or (d) above when these paragraphs are modified
to substitute "determination year" for "look-back year."
 
      The "look-back year"  shall be the calendar year ending
with or within the Plan Year for which testing is being performed, 
and the "determination year"  (if applicable) shall be the period
of time,  if any, which extends beyond the "look-back year" and ends
on the last day of the Plan Year for which testing is being
performed (the "lag period").  If the "lag period" is less than
twelve months long,  the dollar threshold amounts specified in  (b), 
(c) and (d)  above shall be prorated based upon the number of months
in the "lag period."
 
      For purposes of this Section,  the determination of  "415
Compensation" shall be made by including amounts which are
contributed by the Employer pursuant to a salary reduction agreement
and which are not includible in the gross income of the Participant
under Code Sections 125,  402(e) (3),  402(h) (1)(B), 403(b)  or
457,  and Employee contributions described in Code Section 414(h)
(2)  that are treated as Employer contributions. Additionally,  the
dollar threshold amounts specified in  (b)  and (c)  above shall be
adjusted at such time and in such manner as is provided in
Regulations.  In the case of such an adjustment,  the dollar limits
which shall be applied are those for the calendar. year in which the
"determination year" or "look-back year" begins.

      In determining who is a Highly Compensated Employee,
Employees who are non-resident aliens and who received no earned
income  (within the meaning of Code Section 911(d)(2))  from the
Employer constituting United States source income within the meaning
of Code Section 861(a)(3)  shall not be treated as Employees.
Additionally,  all Affiliated Employers shall be taken into account
as a single employer and Leased Employees within the meaning of Code
Sections 414(n)(2)  and 414(0)(2)  shall be considered Employees
unless such Leased Employees are covered by a plan described in Code
Section 414(n)(5)  and are not covered in any qualified plan
maintained by the Employer. The exclusion of Leased Employees for
this purpose shall be applied on a uniform and consistent basis for
all of the Employer's retirement plans. Highly Compensated Former
Employees shall be treated as Highly Compensated Employees without
regard to whether they performed services during the "determination
year."

 1.26 "Highly Compensated Former Employee" means a former
Employee who had a separation year prior to the "determination year"
and was a Highly Compensated Employee in the year of separation from
service or in any "determination year" after attaining age 55.
Notwithstanding the foregoing,  an Employee who separated from
service prior to 1987 will be treated as a Highly Compensated Former
Employee only if during the separation year (or year preceding the
separation year)  or any year after the Employee attains age 55  (or
the last year ending before the Employee's 55th birthday)   the
Employee either received "415 Compensation" in excess of $50,000 or
was a "five percent owner." For purposes of this Section, 
"determination year,"  "415 Compensation" and "five percent owner"
shall be determined in accordance with Section 1.25. Highly
Compensated Former Employees shall be treated as Highly Compensated
Employees. The method set forth in this Section for determining who
is a "Highly Compensated Former Employee" shall be applied on a
uniform and consistent basis for all purposes for which the Code
Section 414(q)  definition is applicable.

 1.27  "Highly Compensated Participant" means any Highly
Compensated Employee who is eligible to participate in the Plan.
   
 1.28  "Hour of Service" means  (1)  each hour for which     an
Employee is directly or indirectly compensated or entitled to
compensation by the Employer for the performance of duties during
the applicable computation period;  (2)  each hour for which an
Employee is directly or indirectly compensated or entitled to
compensation by the Employer  (irrespective of whether the
employment relationship has terminated)  for reasons other than
performance of duties  (such as vacation,  holidays,  sickness, 
jury duty,  disability,  lay-off,  military duty or leave of
absence) during the applicable computation period;  (3)  each hour
for which back pay is awarded or agreed to by the Employer without
regard to mitigation of damages.  These hours will be credited to
the Employee for the computation period or periods to which the
award or agreement pertains rather than the computation period in
which the award,  agreement or payment is made.  The same Hours of
Service shall not be credited both under  (1)  or  (2),  as the case
may be,  and under  (3).
              
      Notwithstanding the above, (i) no more than 501 Hours of
Service are required to be credited to an Employee on account of any
single continuous period during which the Employee performs no
duties  (whether or not such period occurs in a single computation
period); (ii) an hour for which an Employee is directly or
indirectly paid, or entitled to payment,  on account of a period
during which no duties are performed is not required to be credited
to the Employee if such payment is made or due under a plan
maintained solely for the purpose of complying with applicable
worker's compensation,  or unemployment compensation or disability
insurance laws; and  (iii)  Hours of Service are not required to be
credited for a payment which solely reimburses an Employee for
medical or medically related expenses incurred by the Employee.

      For purposes of this Section,  a payment shall be deemed
to be made by or due from the Employer regardless of whether such
payment is made by or due from the Employer directly,  or indirectly
through, among others,  a trust fund,  or insurer,  to which the
Employer contributes or pays premiums and regardless of whether
contributions made or due to the trust fund,  insurer, or other
entity are for the benefit of particular Employees or are on behalf
of a group of Employees in the aggregate.

      An Hour of Service must be counted for the purpose of
determining a Year of Service,  a year of participation for purposes
of accrued benefits,  a l-Year Break in Service, and employment
commencement date  (or reemployment commencement date). In addition, 
Hours of Service will be credited for employment with other
Affiliated Employers. The provisions of Department of Labor
regulations 2530.200b-2(b)  and (c)  are incorporated herein by
reference.

 1.29 "Income" means the income or losses allocable to "excess
amounts" which shall equal the allocable gain or loss for the
"applicable computation period". The income allocable to "excess
amounts" for the "applicable computation period"  is determined by
multiplying the income for the "applicable computation period" by
a fraction. The numerator of the fraction is the "excess amount" for
the "applicable computation period." The denominator of the fraction
is the total "account balance" attributable to "Employer
contributions" as of the end of the "applicable computation period", 
reduced by the gain allocable to such total amount for the
"applicable computation period"  and increased by the loss allocable
to such total amount for the "applicable computation period". The
provisions of this Section shall be applied:
           (a)  For purposes of Section 4.2(f), by substituting:

           (1) "Excess Deferred Compensation" for "excess
           amounts";

           (2)  "taxable year of the Participant" for
           "applicable computation period";

           (3)  "Deferred Compensation" for "Employer
           contributions";  and

           (4)  "Participant's Elective Account"  for "account 
           balance."

           (b) For purposes of Section 4.6(a), by substituting:

           (1)  "Excess Contributions" for "excess amounts";

           (2)   "Plan Year" for "applicable computation     period";

           (3) "Elective Contributions"  for "Employer
           contributions"; and
                
           (4)   "Participant's Elective Account" for "account 
           balance."
                
      Income allocable to any distribution of Excess Deferred
Compensation on or before the last day of the taxable year of the
Participant shall be calculated from the first day of the taxable
year of the Participant to the date on which the distribution is
made pursuant to either the  "fractional method" or the "safe
harbor method." Under such "safe harbor method," allocable Income
for such period shall be deemed to equal ten percent  (10%)  of
the Income allocable to such Excess Deferred Compensation
multiplied by the number of calendar months in such period.  For
purposes of determining the number of calendar months in such
period,  a distribution occurring on or before the fifteenth day
of the month shall be treated as having been made on the last day
of the preceding month and a distribution occurring after such
fifteenth day shall be treated as having been made on the first
day of the next subsequent month.

      Notwithstanding the above,  for "applicable computation
periods" which began in 1987,  Income during the  "gap period"
shall not be taken into account.

 1.30  "Investment Manager" means an entity that  (a)  has
the power to manage,  acquire,  or dispose of Plan assets and (b) 
acknowledges fiduciary responsibility to the Plan in writing.
Such entity must be a person,  firm,  or corporation registered
as an investment adviser under the Investment Advisers Act of
1940, a bank,  or an insurance company.
 
 1.31 "Key Employee" means an Employee as defined in Code
Section 416(i)  and the Regulations thereunder.  Generally,  any
Employee or former Employee  (as well as each of his
Beneficiaries)  is considered a Key Employee if he,  at any time
during the Plan Year that contains the  "Determination Date" or
any of the preceding four  (4)  Plan Years,  has been included in
one of the following categories:

           (a)   an officer of the Employer  (as that term is
      defined within the meaning of the Regulations under
      Code Section 416)  having annual "415 Compensation"
      greater than 50 percent of the amount in effect under
      Code Section 415(b)(1)(A)  for any such Plan Year.

              (b)   one of the ten employees having annual
      "415 Compensation" from the Employer for a Plan Year
      greater than the dollar limitation in effect under Code
      Section 415(c) (1)(A)  for the calendar year in which
      such Plan Year ends and owning  (or considered as
      owning within the meaning of Code Section 318)  both
      more than one-half percent interest and the largest
      interests in the Employer.

         (c)   a "five percent owner" of the Employer.
      "Five percent owner" means any person who owns  (or is
      considered as owning within the meaning of Code Section
      318)  more than five percent  (5%)  of the outstanding
      stock of the Employer or stock possessing more than
      five percent  (5%)  of the total combined voting power
      of all stock of the Employer or,  in the case of an
      unincorporated business,  any person who owns more than
      five percent  (5%)  of the capital or profits interest
      in the Employer.  In determining percentage ownership
      hereunder,  employers that would otherwise be
      aggregated under Code Sections 414(b),  (c),  (m)  and 
      (0)  shall be treated as separate employers.

              (d)   a "one percent owner" of the Employer
      having an annual "415 Compensation" from the Employer
      of more than $150,000.  "One percent owner" means any
      person who owns  (or is considered as owning within the
      meaning of Code Section 318)  more than one percent 
      (1%)  of the outstanding stock of the Employer or stock
      possessing more than one percent  (1%)  of the total
      combined voting power of all stock of the Employer or, 
      in the case of an unincorporated business,  any person
      who owns more than one percent  (1%)  of the capital or
      profits interest in the Employer.  In determining
      percentage ownership hereunder,  employers that would
      otherwise be aggregated under Code Sections 414(b), 
      (c),  (m)  and (0) shall be treated as separate
      employers.  However,  in determining whether an
      individual has "415 Compensation" of more than
      $150,000,  "415 Compensation" from each employer
      required to be aggregated under Code Sections 414(b),  
      c),  (m)  and  (0)  shall be taken into account.

      For purposes of this Section,  the determination of 
"415 Compensation"  shall be made by including amounts which are
contributed by the Employer pursuant to a salary reduction
agreement and which are not includible in the gross income of the
Participant under Code Sections 125,  402(e) (3),  402(h) (1)(B),
403(b)  or 457,  and Employee contributions described in Code
Section 414(h) (2)  that are treated as Employer contributions.

 1.32 "Late Retirement Date" means the first day of the month
coinciding with or next following a Participant's actual
Retirement Date after having reached his Normal Retirement Date.

 1.33  "Leased Employee" means any person  (other than an
Employee of the recipient)  who pursuant to an agreement between
the recipient and any other person  ("leasing organization")  has
performed services for the recipient  (or for the recipient and
related persons determined in accordance with Code Section 414(n)
(6)   on a substantially full time basis for a period of at least
one year,  and such services are of a type historically performed
by employees in the business field of the recipient employer. 
Contributions or benefits provided a Leased Employee by the
leasing organization which are attributable to services performed
for the recipient employer shall be treated as provided by the
recipient employer. A Leased Employee shall not be considered an
Employee of the recipient:

                (a)   if such employee is covered by a money purchase
                      pension plan providing:

                (1)   a non-integrated employer contribution
                rate of at least 10% of compensation,  as
                defined in Code Section 415(c) (3),  but
                including amounts which are contributed by
                the Employer pursuant to a salary reduction
                agreement and which are not includible in the
                gross income of the Participant under Code
                Sections 125, 402(e)(3), 402(h)(1)(B), 403(b) 
                or 457,  and Employee contributions described
                in Code Section 414(h) (2)  that are treated
                as Employer contributions.

                (2)    immediate participation;  and

                (3)    full and immediate vesting;  and

                (b    if Leased Employees do not constitute  more than 20%
                of the recipient's non-highly  compensated work force.

 1.34 "Non-Elective Contribution" means the Employer's
contributions to the Plan excluding,  however,  contributions
made pursuant to the Participant's deferral election provided for
in Section 4.2,  matching contributions made pursuant to Section
4.1(b)  and any Qualified Non-Elective Contribution.
      
 1.35 "Non-Highly Compensated Participant" means any
Participant who is neither a Highly Compensated Employee nor a
Family Member.

 1.36 "Non-Key Employee" means any Employee or former
Employee  (and his Beneficiaries)  who is not a Key Employee.

 1.37 "Normal Retirement Age" means the Participant's 65th
birthday. A Participant shall become fully Vested in his
Participant's Account upon attaining his Normal Retirement Age.

 1.38 "Normal Retirement Date" means the first day of the
month coinciding with or next following the Participant's Normal
Retirement Age.

 1.39 "l-Year Break in Service" means the applicable
computation period during which an Employee has not completed
more than 500 Hours of Service with the Employer.  Further, 
solely for the purpose of determining whether a Participant has
incurred a l-Year Break in Service,  Hours of Service shall be
recognized for "authorized leaves of absence" and "maternity and
paternity leaves of absence." Years of Service and l-Year Breaks
in Service shall be measured on the same computation period.

           "Authorized leave of absence" means an unpaid,
temporary cessation from active employment with the Employer
pursuant to an established nondiscriminatory policy,  whether
occasioned by illness,  military service,  or any other reason.

           A "maternity or paternity leave of absence" means, 
for Plan Years beginning after December 31,  1984,  an absence
from work for any period by reason of the Employee's pregnancy, 
birth of the Employee's child,  placement of a child with the
Employee in connection with the adoption of such child, or any
absence for the purpose of caring for such child for a period
immediately following such birth or placement.  For this purpose, 
Hours of Service shall be credited for the computation period in
which the absence from work begins,  only if credit therefore is
necessary to prevent the Employee from incurring a l-Year Break
in Service, or,  in any other case,  in the immediately following
computation period.  The Hours of Service credited for a
"maternity or paternity leave of absence" shall be those which
would normally have been credited but for such absence,  or,  in
any case in which the Administrator is unable to determine such
hours normally credited,  eight  (8)  Hours of Service per day. 
The total Hours of Service required to be credited for a
"maternity or paternity leave of absence"  shall not exceed 501.

 1.40 "Participant" means any Eligible Employee who
participates in the Plan as provided in Sections 3.2 and 3.3, 
and has not for any reason become ineligible to participate
further in the Plan.

 1.41  "Participant's Account" means the account established
and maintained by the Administrator for each Participant with
respect to his total interest in the Plan and Trust resulting
from the Employer's Non-Elective Contributions.

 1.42  "Participant's Combined Account" means the total
aggregate amount of each Participant's Elective Account and
Participant's Account.

 1.43  "Participant's Elective Account" means the account
established and maintained by the Administrator for each
Participant with respect to his total interest in the Plan and
Trust resulting from the Employer's Elective Contributions.  A
separate accounting shall be maintained with respect to that
portion of the Participant's Elective Account attributable to
Elective Contributions pursuant to Section 4.2,  Employer
matching contributions pursuant to Section 4.1(b)  and any
Employer Qualified Non-Elective Contributions.

 1.44  "Plan" means this instrument,  including all
amendments thereto.

 1.45 "Plan Year" means the Plan's accounting year of twelve
(12)  months commencing on January 1st of each year and ending
the following December 31st.

 1.46  "Qualified Non-Elective Contribution" means the
Employer's contributions to the Plan that are made pursuant to
Section 4.1(c)  and Section 4.6.  Such contributions shall be
considered an Elective Contribution for the purposes of the Plan
and used to satisfy the  "Actual Deferral Percentage"  tests.

 1.47  "Regulation" means the Income Tax Regulations as
promulgated by the Secretary of the Treasury or his delegate, 
and as amended from time to time.

 1.48 "Retired Participant" means a person who has been a
Participant, but who has become entitled to retirement benefits
under the Plan.

 1.49 "Retirement Date" means the date as of which a
Participant retires for reasons other than Total and Permanent
Disability,  whether such retirement occurs on a Participant's
Normal Retirement Date or Late Retirement Date  (see Section
6.1).

 1.50 "Super Top Heavy Plan" means a plan described in Section
2.2(b) .

 1.51 "Terminated Participant" means a person who has been a
Participant, but whose employment has been terminated other than by
death,  Total and Permanent Disability or retirement.
 
 1.52 "Top Heavy Plan" means a plan described in Section 2.2(a).
    
 1.53  "Top Heavy Plan Year" means a Plan Year during which the
Plan is a Top Heavy Plan.
         
 1.54  "Top Paid Group" means the top 20 percent of Employees
who performed services for the Employer during the applicable
year, ranked according to the amount of "415 Compensation"
(determined for this purpose in accordance with Section 1.25)
received from the Employer during such year. All Affiliated
Employers shall be taken into account as a single employer,  and
Leased Employees within the meaning of Code Sections 414(n)(2)
and 414(0)(2)  shall be considered Employees unless such Leased
Employees are covered by a plan described in Code Section 414(n)
(5)  and are not covered in any qualified plan maintained by the
Employer.  Employees who are non-resident aliens and who received
no earned income  (within the meaning of Code Section 911(d) (2)) 
from the Employer constituting United States source income within
the meaning of Code Section 861(a)(3)  shall not be treated as
Employees.  Additionally,  for the purpose of determining the
number of active Employees in any year,  the following additional
Employees shall also be excluded; however, such Employees shall
still be considered for the purpose of identifying the particular
Employees in the Top Paid Group:.

           (a)   Employees with less than six  (6)  months of
      service;

           (b)   Employees who normally work less than 17 1/2
      hours per week;

           (c)   Employees who normally work less than six (6) 
      months during a year; and

           (d)   Employees who have not yet attained age 21.

              In addition,  if 90 percent or more of the Employees
 of the Employer are covered under agreements the Secretary of
 Labor finds to be collective bargaining agreements between
 Employee representatives and the Employer,  and the Plan covers
 only Employees who are not covered under such agreements,  then
 Employees covered by such agreements shall be excluded from
 both the total number of active Employees as well as from the
 identification of particular Employees in the Top Paid Group.
              
              The foregoing exclusions set forth in this Section
 shall be applied on a uniform and consistent basis for all
 purposes for which the Code Section 414(q)  definition is
 applicable.

      1.55  "Total and Permanent Disability" means a physical or
mental condition of a Participant resulting from bodily injury,
disease,  or mental disorder which renders him incapable of
continuing his usual and customary employment with the Employer..
The disability of a Participant shall be determined by a licensed
physician chosen by the Administrator. The determination shall be
applied uniformly to all Participants.

      1.56  "Trustee" means the person or entity named as trustee
herein or in any separate trust forming a part of this Plan,  and
any successors.

      1.57 "Trust Fund" means the assets of the Plan and Trust as
the same shall exist from time to time.

      1.58  "Vested" means the nonforfeitable portion of any
account maintained on behalf of a Participant.

      1.59  "Year of Service" means the computation period of
twelve  (12)  consecutive months,  herein set forth,  during
which an Employee has at least 1000 Hours of Service.
              For purposes of eligibility for participation,  the
initial computation period shall begin with the date on which the
Employee first performs an Hour of Service.  The participation
computation period beginning after a l-Year Break in Service
shall be measured from the date on which an Employee again
performs an Hour of Service.  The participation computation
period shall shift to the Plan Year which includes the
anniversary of the date on which the Employee first performed an
Hour of Service.  An Employee who is credited with the required
Hours of Service in both the initial computation period  (or the
computation period beginning after a l-Year Break in Service) 
and the Plan Year which includes the anniversary of the date on
which the Employee  first performed an Hour of Service,  shall be
credited with two  (2)  Years of Service for purposes of
eligibility to participate.

           For all other purposes, the computation period shall be
the Plan Year.

           Notwithstanding the foregoing,  for any short Plan
Year, the determination of whether an Employee has completed a
Year of Service shall be made in accordance with Department of
Labor regulation 2530.203-2(c).

      Years of Service with any Affiliated Employer shall be
recognized.

                           ARTICLE II
                  TOP HEAVY AND ADMINISTRATION
                                
2.1    TOP HEAVY PLAN REQUIREMENTS

      For any Top Heavy Plan Year,  the Plan shall provide
the special vesting requirements of Code Section 416(b)  pursuant
to Section 6.4 of the Plan and the special minimum allocation
requirements of Code Section 416(c)  pursuant to Section 4.4 of
the Plan.

2.2    DETERMINATION OF TOP HEAVY STATUS

           (a)   This Plan shall be a Top Heavy Plan for any
      Plan Year in which,  as of the Determination Date, (1) 
      the Present Value of Accrued Benefits of Key Employees
      and  (2)  the sum of the Aggregate Accounts of Key
      Employees under this Plan and all plans of an
      Aggregation Group,  exceeds sixty percent  (60%)  of
      the Present Value of Accrued Benefits and the Aggregate
      Accounts of all Key and Non-Key Employees under this
      Plan and all plans of an Aggregation Group.

                   If any Participant is a Non-Key Employee
        for any Plan Year,  but such Participant was a Key
        Employee for any prior Plan Year,  such Participant's
        Present Value of Accrued Benefit and/or Aggregate
        Account balance shall not be taken into account for
        purposes of determining whether this Plan is a Top
        Heavy or Super Top Heavy Plan  (or whether any
        Aggregation Group which includes this Plan is a Top
        Heavy Group).  In addition, if a Participant or
        Former Participant has not performed any services for
        any Employer maintaining the Plan at any time during
        the five year period ending on the Determination
        Date,  any accrued benefit for such Participant or
        Former Participant shall not be taken into account
        for the purposes of determining whether this Plan is
        a Top Heavy or Super Top Heavy Plan.

              (b)   This Plan shall be a Super Top Heavy Plan
        for any Plan Year in which,  as of the Determination
        Date,  (1)  the Present Value of Accrued Benefits of
        Key Employees and  (2)  the sum of the Aggregate
        Accounts of Key Employees under this Plan and all
        plans of an Aggregation Group,  exceeds ninety
        percent  (90%)  of the Present Value of Accrued
        Benefits and the Aggregate Accounts of all Key and
        Non-Key Employees under this Plan and all plans of an
        Aggregation Group.

                (c)   Aggregate Account: A Participant's
        Aggregate Account as of the Determination Date is the
        sum of:

             (1)   his Participant's Combined Account balance
             as of the most recent valuation occurring within
             a twelve  (12)  month period ending on the
             Determination Date;

             (2)   an adjustment for any contributions due as
             of the Determination Date.  Such adjustment
             shall be the amount of any contributions
             actually made after the valuation date but due
             on or before the Determination Date,  except for
             the first Plan Year when such adjustment shall
             also reflect the amount of any contributions
             made after the Determination Date that are
             allocated as of a date in that first Plan Year.

             (3)   any Plan distributions made within the
             Plan Year that includes the Determination Date
             or within the four  (4)  preceding Plan Years.
             However,  in the case of distributions made
             after the valuation date and prior to the
             Determination Date,  such distributions are not
             included as distributions for top heavy purposes
             to the extent that such distributions are
             already included in the Participant's Aggregate
             Account balance as of the valuation date.
             Notwithstanding anything herein to the contrary, 
             all distributions,  including distributions made
             prior to January 1,  1984,  and distributions
             under a terminated plan which if it had not been
             terminated would have been required to be
             included in an Aggregation Group,  will be
             counted.  Further,  distributions from the Plan
             (including the cash value of life insurance
             policies)  of a Participant's account balance
             because of death shall be treated as a
             distribution for the purposes of this paragraph.

 (4)   any Employee contributions, whether voluntary or
 mandatory. However,  amounts attributable to tax deductible
 qualified voluntary employee contributions shall not be
 considered to be a part of the Participant's Aggregate
 Account balance.

 (5)   with respect to unrelated rollovers and plan-to-plan
 transfers  (ones which are both initiated by the Employee
 and made from a plan maintained by one employer to a plan
 maintained by another employer),  if this Plan provides the
 rollovers or plan-to-plan transfers,  it shall always
 consider such rollovers or plan-to-plan transfers as a
 distribution for the purposes of this Section.  If this Plan
 is the plan accepting such rollovers or plan-to-plan
 transfers,  it shall not consider such rollovers or plan-to-plan transfers as
 part of the Participant's Aggregate Account balance.

 (6)   with respect to related rollovers and plan-to-plan
 transfers  (ones either not initiated by the Employee or
 made to a plan maintained by the same employer),  if this
 Plan provides the rollover or plan-to-plan transfer,  it
 shall not be counted as a distribution for purposes of this
 Section.  If this Plan is the plan accepting such rollover
 or plan-to-plan transfer,  it shall consider such rollover
 or plan-to-plan transfer as part of the Participant's
 Aggregate Account balance,  irrespective of the date on
 which such rollover or plan-to-plan transfer is accepted.

 (7)   For the purposes of determining whether two employers
 are to be treated as the same employer in  (5)  and  (6) 
 above,  all employers aggregated under Code Section 414(b), 
 (c),  (m)  and  (0)  are treated as the same employer.

             (d)   "Aggregation Group" means either a
             Required Aggregation Group or a Permissive
             Aggregation Group as hereinafter determined.
             (1)   Required Aggregation Group:  In determining a Required
             Aggregation Group hereunder,  each plan of the Employer in which
             a Key Employee is a participant in the Plan Year containing the
             Determination Date or any of the four preceding Plan Years,  and
             each other plan of the Employer which enables any plan in which a
             Key Employee participates to meet the requirements of Code
             Sections 401(a) (4)  or 410,  will be required to be aggregated. 
             Such group shall be known as a Required Aggregation Group.
             
             In the case of a Required Aggregation Group, 
             each plan in the group will be considered a Top
             Heavy Plan if the Required Aggregation Group is
             a Top Heavy Group. No plan in the Required
             Aggregation Group will be considered a Top Heavy
             Plan if the Required Aggregation Group is not a
             Top Heavy Group.

             (2)   Permissive Aggregation Group: The Employer
             may also include any other plan not required to
             be included in the Required Aggregation Group,
             provided the resulting group,  taken as a whole,
             would continue to satisfy the provisions of Code
             Sections 401(a)(4)  and 410.  Such group shall
             be known as a Permissive Aggregation Group.

             In the case of a Permissive Aggregation Group,
             only a plan that is part of the Required
             Aggregation Group will be considered a Top Heavy
             Plan if the Permissive Aggregation Group is a
             Top Heavy Group. No plan in the Permissive
             Aggregation Group will be considered a Top Heavy
             Plan if the Permissive Aggregation Group is not
             a Top Heavy Group.

             (3)   Only those plans of the Employer in which
             the Determination Dates fall within the same
             calendar year shall be aggregated in order to
             determine whether such plans are Top Heavy
             Plans.

             (4)   An Aggregation Group shall include any
             terminated plan of the Employer if it was
             maintained within the last five  (5   years
             ending on the Determination Date.

              (e)   "Determination Date" means  (a   the last
      day of the preceding Plan Year,  or  (b)  in the case
      of the first Plan Year,  the last day of such Plan
      Year.

              (f)   Present Value of Accrued Benefit:  In the
      case of a defined benefit plan,  the Present Value of
      Accrued Benefit for a Participant other than a Key
      Employee,  shall be as determined using the single
      accrual method used for all plans of the Employer and
      Affiliated Employers,  or if no such single method
      exists, using a method which results in benefits
      accruing not more rapidly than the slowest accrual rate
      permitted under Code Section 411(b)(1) (C).  The
      determination of the Present Value of Accrued Benefit
      shall be determined as of the most recent valuation
      date that falls within or ends with the 12-month period
      ending on the Determination Date except as provided in
      Code Section 416 and the Regulations thereunder for the
      first and second plan years of a defined benefit plan.

              (g)   "Top Heavy Group" means an Aggregation
      Group in which, as of the Determination Date,  the sum
      of:

             (1)   the Present Value of Accrued Benefits of Key
                   Employees under all defined benefit plans
                   included in the group,  and
             
             (2)   the Aggregate Accounts of Key Employees
             under all defined contribution plans included in
             the group exceeds sixty percent  (60%)  of a
             similar sum determined for all Participants.

2.3     POWERS AND RESPONSIBILITIES OF THE EMPLOYER
              
              (a)   The Employer shall be empowered to
        appoint and remove the Trustee and the Administrator
        from time to time as it deems necessary for the
        proper administration of the Plan to assure that the
        Plan is being operated for the exclusive benefit of
        the Participants and their Beneficiaries in
        accordance with the terms of the Plan,  the Code, 
        and the Act.

              (b)   The Employer shall establish a "funding
        policy and method,"  i.e.,  it shall determine
        whether the Plan has a short run need for liquidity  
        e.g.,  to pay benefits)  or whether liquidity is a
        long run goal and investment growth  (and stability
        of same   is a more current need,  or shall appoint a
        qualified person to do so.  The Employer or its
        delegate shall communicate such needs and goals to
        the Trustee, who shall coordinate such Plan needs
        with its investment policy. The communication of such
        a "funding policy and method" shall not, however,
        constitute a directive to the Trustee as to
        investment of the Trust Funds. Such "funding policy
        and method" shall be consistent with the objectives
        of this Plan and with the requirements of Title I of
        the Act.

              (c)   The Employer shall periodically review
      the performance of any Fiduciary or other person to
      whom duties have been delegated or allocated by it
      under the provisions of this Plan or pursuant to
      procedures established hereunder.  This requirement may
      be satisfied by formal periodic review by the Employer
      or by a qualified person specifically designated by the
      Employer,  through day-to-day conduct and evaluation, 
      or through other appropriate ways.

2.4    DESIGNATION OF ADMINISTRATIVE AUTHORITY

      The Employer shall appoint one or more Administrators.
Any person,  including,  but not limited to,  the Employees of
the Employer,  shall be eligible to serve as an Administrator.
Any person so appointed shall signify his acceptance by filing
written acceptance with the Employer. An Administrator may resign
by delivering his written resignation to the Employer or be
removed by the Employer by delivery of written notice of removal,
to take effect at a date specified therein,  or upon delivery to
the Administrator if no date is specified.

      The Employer,  upon the resignation or removal of an
Administrator,  shall promptly designate in writing a successor
to this position.  If the Employer does not appoint an
Administrator, the Employer will function as the Administrator.

2.5    ALLOCATION AND DELEGATION OF RESPONSIBILITIES

      If more than one person is appointed as Administrator,
the responsibilities of each Administrator may be specified by
the Employer and accepted in writing by each Administrator.  In
the event that no such delegation is made by the Employer,  the
Administrators may allocate the responsibilities among
themselves,  in which event the Administrators shall notify the
Employer and the Trustee in writing of such action and specify
the responsibilities of each Administrator. The Trustee
thereafter shall accept and rely upon any documents executed by
the appropriate Administrator until such time as the Employer or
the Administrators file with the Trustee a written revocation of
such designation.
      
2.6   POWERS  AND  DUTIES  OF  THE  ADMINISTRATOR

      The primary responsibility of the Administrator is to
administer the Plan for the exclusive benefit of the Participants
and their Beneficiaries,  subject to the specific terms of the
Plan.  The Administrator shall administer the Plan in accordance
with its terms and shall have the power and discretion to
construe the terms of the Plan and to determine all questions
arising in connection with the administration,  interpretation,
and application of the Plan. Any such determination by the
Administrator shall be conclusive and binding upon all persons.
The Administrator may establish procedures,  correct any defect,
supply any information,  or reconcile any inconsistency in such
manner and to such extent as shall be deemed necessary or
advisable to carry out the purpose of the Plan; provided,
however,  that any procedure,  discretionary act,  interpretation
or construction shall be done in a nondiscriminatory manner based
upon uniform principles consistently applied and shall be
consistent with the intent that the Plan shall continue to be
deemed a qualified plan under the terms of Code Section 401(a),
and shall comply with the terms of the Act and all regulations
issued pursuant thereto.  The Administrator shall have all powers
necessary or appropriate to accomplish his duties under this
Plan.

      The Administrator shall be charged,  with the duties of
the general administration of the Plan,  including,  but not
limited to,  the following:

           (a)   the discretion to determine all questions
      relating to the eligibility of Employees to participate
      or remain a Participant hereunder and to receive
      benefits under the Plan;

           (b)   to compute,  certify,  and direct the Trustee
      with respect to the amount and the kind of benefits to
      which any Participant shall be entitled hereunder;

           (c)   to authorize and direct the Trustee with
      respect to all nondiscretionary or otherwise directed
      disbursements from the Trust;

           (d)   to maintain all necessary records for the
      administration of the Plan;

           (a)to interpret the provisions of the Plan and to
      make and publish such rules for regulation of the Plan
      as are consistent with the terms hereof;
           (f)   to determine the. size and type of any
      Contract to be purchased from any insurer,  and to
      designate the insurer from which such Contract shall be
      purchased;
           
           (g)   to compute and certify to the Employer and
      to the Trustee from time to time the sums of money
      necessary or desirable to be contributed to the Plan;
           
           (h)   to consult with the Employer and the Trustee
      regarding the short and long-term liquidity needs of
      the Plan in order that the Trustee can exercise any
      investment discretion in a manner designed to
      accomplish specific objectives;

           (i)   to prepare and implement a procedure to
      notify Eligible Employees that they may elect to have a
      portion of their Compensation deferred or paid to them
      in cash;
           
           (j)   to assist any Participant regarding his
      rights, benefits,  or elections available under the
      Plan.

2.7    RECORDS AND REPORTS

      The Administrator shall keep a record of all actions
taken and shall keep all other books of account,  records,  and
other data that may be necessary for proper administration of the
Plan and shall be responsible for supplying all information and
reports to the Internal Revenue Service,  Department of Labor,
Participants,  Beneficiaries and others as required by law.

2.8    APPOINTMENT OF ADVISERS

      The Administrator,  or the Trustee with the consent of
the Administrator, may appoint counsel,  specialists,  advisers,
and other persons as the Administrator or the Trustee deems
necessary or desirable in connection with the administration of
this Plan.

2.9    INFORMATION FROM EMPLOYER

      To enable the Administrator to perform his functions,
the Employer shall supply full and timely information to the
Administrator on all matters relating to the Compensation of all
Participants,  their Hours of Service,  their Years of Service,
their retirement,  death,  disability,  or termination of
employment,  and such other pertinent facts as the Administrator
may require;  and the Administrator shall advise the Trustee of
such of the foregoing facts as may be pertinent to the Trustee's
duties under the Plan. The Administrator may rely upon such
information as is supplied by the Employer and shall have no duty
or responsibility to verify such information.

2.10   PAYMENT OF EXPENSES

      All expenses of administration may be paid out of the
Trust Fund unless paid by the Employer.  Such expenses shall
include any expenses incident to the functioning of the
Administrator,  including,  but not limited to,  fees of
accountants,  counsel,  and other specialists and their agents, 
and other costs of administering the Plan.  Until paid,  the
expenses shall constitute a liability of the Trust Fund. 
However,  the Employer may reimburse the Trust Fund for any
administration expense incurred.

2.11   MAJORITY ACTIONS

      Except where there has been an allocation and
delegation of administrative authority pursuant to Section 2.5,
if there shall be more than one Administrator,  they shall act by
a majority of their number,  but may authorize one or more of
them to sign all papers on their behalf.

2.12   CLAIMS PROCEDURE

      Claims for benefits under the Plan may be filed in
writing with the Administrator.  Written notice of the
disposition of a claim shall be furnished to the claimant within
90 days after the application is filed.  In the event the claim
is denied, the reasons for the denial shall be specifically set
forth in the notice in language calculated to be understood by
the claimant, pertinent provisions of the Plan shall be cited, 
and,  where appropriate,  an explanation as to how the claimant
can perfect the claim will be provided.  In addition,  the
claimant shall be furnished with an explanation of the Plan's
claims review procedure.

2.13   CLAIMS REVIEW PROCEDURE

      Any Employee,  former Employee,  or Beneficiary of
either,  who has been denied a benefit by a decision of the
Administrator pursuant to Section 2.12  shall be entitled to
request the Administrator to give further consideration to his
claim by filing with the Administrator  (on a form which may be
obtained from the Administrator)  a request for a hearing.  Such
request   together with a written statement of the reasons why
the claimant believes his claim should be allowed,  shall be
filed, with the Administrator no later than 60 days after receipt
of the written notification provided for in Section 2.12. The
Administrator shall then conduct a hearing within the next 60
days,  at which the claimant may be represented by an attorney or
any other representative of his choosing and at which the
claimant shall have an opportunity to submit written and oral
evidence and arguments in support of his claim. At the hearing
(or prior thereto upon 5 business days written notice to the
Administrator)  the claimant or his representative shall have an
opportunity to review all documents in the possession of the
Administrator which are pertinent to the claim at issue and its
disallowance. Either the claimant or the Administrator may cause
a court reporter to attend the hearing and record the
proceedings.  In such event,  a complete written transcript of
the proceedings shall be furnished to both parties by the court
reporter. The full expense of any such court reporter and such
transcripts shall be borne by the party causing the court
reporter to attend the hearing. A final decision as to the
allowance of the claim shall be made by the Administrator within
60 days of receipt of the appeal  (unless there has been an
extension of 60 days due to special circumstances, provided the
delay and the special circumstances occasioning it are
communicated to the claimant within the 60 day period).  Such
communication shall be written in a manner calculated to be
understood by the claimant and shall include specific reasons for
the decision and specific references to the pertinent Plan
provisions on which the decision is based.

                    ARTICLE III ELIGIBILITY

3.1    CONDITIONS OF ELIGIBILITY
    
    Any Eligible Employee who has completed 3 Months of
Service and has attained age 21 shall be eligible to participate
hereunder as of the date he has satisfied such requirements.
However,  any Employee who was a Participant in the Plan prior to
the effective date of this amendment and restatement shall
continue to participate in the Plan. The Employer shall give each
prospective Eligible Employee written notice of his eligibility
to participate in the Plan prior to the close of the Plan Year in
which he first becomes an Eligible Employee.
    
    For purposes of this Section,  an Eligible Employee will
be deemed to have completed 3 Months of Service if he is in the
employ of the Employer at any time 3 months after his employment
commencement date. Employment commencement date shall be the
first day that he is entitled to be credited with an Hour of
Service for the performance of duty.
    
3.2     APPLICATION  FOR  PARTICIPATION

      In order to become a Participant hereunder,  each
Eligible Employee shall make application to the Employer for
participation in the Plan and agree to the terms hereof. Upon the
acceptance of any benefits under this Plan,  such Employee shall
automatically be deemed to have made application and shall be
bound by the terms and conditions of the Plan and all amendments
hereto.

3.3    EFFECTIVE DATE OF PARTICIPATION

      An Eligible Employee shall become a Participant
effective as of the first day of the calendar quarter coinciding
with or next following the date on which such Employee met the
eligibility requirements of Section 3.1,  provided said Employee
was still employed as of such date  (or if not employed on such
date,  as of the date of rehire if a l-Year Break in Service has
not occurred).

3.4    DETERMINATION OF ELIGIBILITY

      The Administrator shall determine the eligibility of
each Employee for participation in the Plan based upon
information furnished by the Employer.  Such determination shall
be conclusive and binding upon all persons,  as long as the same
is made pursuant to the Plan and the Act.  Such determination
shall be subject to review per Section 2.13.

3.5    TERMINATION OF ELIGIBILITY

           (a)   In the event a Participant shall go from a
      classification of an Eligible Employee to an ineligible
      Employee,  such Former Participant shall continue to
      vest in his interest in the Plan for each Year of
      Service completed while a noneligible Employee,  until
      such time as his Participant's Account shall be
      forfeited or distributed pursuant to the terms of the
      Plan. Additionally,  his interest in the Plan shall
      continue to share in the earnings of the Trust Fund.

              (b)   In the event a Participant is no longer a
      member of an eligible class of Employees and becomes
      ineligible to participate but has not incurred a l-Year
      Break in Service,  such Employee will participate
      immediately upon returning to an eligible class of
      Employees.  If such Participant incurs a l-Year Break
      in Service,  eligibility will be determined under the
      break in service rules of the Plan.

3.6    OMISSION OF ELIGIBLE EMPLOYEE

      If,  in any Plan Year, any Employee who should be
included as a Participant in the Plan is erroneously omitted and
discovery of such omission is not made until after a contribution
by his Employer for the year has been made,  the Employer shall
make a subsequent contribution with respect to the omitted
Employee in the amount which the said Employer would have
contributed with respect to him had he not been omitted.  Such
contribution shall be made regardless of whether or not it is
deductible in whole or in part in any taxable year under
applicable provisions of the Code.

3.7    INCLUSION OF INELIGIBLE EMPLOYEE

      If,  in any Plan Year,  any person who should not have
been included as a Participant in the Plan is erroneously
included and discovery of such incorrect inclusion is not made
until after a contribution for the year has been made,  the
Employer shall not be entitled to recover the contribution made
with respect to the ineligible person regardless of whether or
not a deduction is allowable with respect to such contribution.
In such event,  the amount contributed with respect to the
ineligible person shall constitute a Forfeiture  (except for
Deferred Compensation which shall be distributed to the
ineligible person)  for the Plan Year in which the discovery is
made.

3.8    ELECTION NOT TO PARTICIPATE

      An Employee may,  subject to the approval of the
Employer,  elect voluntarily not to participate in the Plan.  The
election not to participate must be communicated to the Employer,
in writing,  at least thirty  (30)  days before the beginning of
a Plan Year.

                           ARTICLE IV
                  CONTRIBUTION AND ALLOCATION

4.1    FORMULA FOR DETERMINING EMPLOYER'S CONTRIBUTION

        For each Plan Year,  the Employer shall contribute to
the Plan:

              (a)   The amount of the total salary reduction
        elections of all Participants made pursuant to
        Section 4.2(a),  which amount shall be deemed an
        Employer's Elective Contribution.

              (b)   On behalf of each Participant who is
        eligible to share in matching contributions for the
        Plan Year,  a discretionary matching contribution
        equal to a percentage of each such Participant's
        Deferred Compensation,  the exact percentage to be
        determined each year by the Employer,  which amount
        shall be deemed an Employer's Elective Contribution.

              (c)   On behalf of each Non-Highly Compensated
        Participant who is eligible to share in the Qualified
        Non-Elective Contribution for the Plan Year,  a
        discretionary Qualified Non-Elective Contribution
        equal to a percentage of each eligible individual's
        Compensation,  the exact percentage to be determined
        each year by the Employer.  The Employer's Qualified
        Non-Elective Contribution shall be deemed an
        Employer's Elective Contribution.

                (d)   A discretionary amount,  which amount
        shall be deemed an Employer's Non-Elective
        Contribution.

              (e)   Notwithstanding the foregoing,  however, 
        the Employer's contributions for any Plan Year shall
        not exceed the maximum amount allowable as a
        deduction to the Employer under the provisions of
        Code Section 404. All contributions by the Employer
        shall be made in cash or in such property as is
        acceptable to the Trustee.

              (f)   Except,  however,  to the extent necessary
        to provide the top heavy minimum allocations,  the
        Employer shall make a contribution even if it exceeds
        the amount which is deductible under Code Section 404.

4.2    PARTICIPANT'S SALARY REDUCTION ELECTION

              (a)   Each Participant may elect to defer a
        portion of his Compensation which would have been
        received in the Plan Year  (except for the deferral
        election)  by up to the maximum amount which will not
        cause the Plan to violate the provisions of Sections
        4.5(a)  and 4.7,  or cause the Plan to exceed the
        maximum amount allowable as a deduction to the
        Employer under Code Section 404.  A deferral election 
        (or modification of an earlier election)  may not be
        made with respect to Compensation which is currently
        available on or before the date the Participant
        executed such election.  Each Participant may make a
        separate deferral election with regard to any bonuses
        received during the Plan Year.

                  The amount by which Compensation is reduced
        shall be that Participant's Deferred Compensation and
        be treated as an Employer Elective Contribution and
        allocated to that Participant's Elective Account.
                 
                (b)   The balance in each Participant's
        Elective Account shall be fully Vested at all times
        and shall not be subject to Forfeiture for any reason
        except as provided for in Sections 4.2(f)  and
        4.6(a)(1).

                (c)   Amounts held in the Participant's
        Elective Account may not be distributable earlier than:

             (1)   a Participant's termination of employment,
             Total and Permanent Disability, or death;

              (2)   a Participant's attainment of age 59 1/2;

                (3)   the termination of the Plan without the
                establishment or existence of a "successor
                plan," as that term is described in Regulation
                1.401(k)-l(d) (3;

             (4)   The date of disposition by the Employer to
             an entity that is not an Affiliated Employer of
             substantially all of the assets  (within the
             meaning of Code Section 409(d) (2))  used in a
             trade or business of such corporation if such
             corporation continues to maintain this Plan
             after the disposition with respect to a
             Participant who continues employment with the
             corporation acquiring such assets;

             (5)   the date of disposition by the Employer or
             an Affiliated Employer who maintains the Plan of
             its interest in a subsidiary. (within the meaning
             of Code Section 409(d)(3))  to an entity which is
             not an Affiliated Employer but only with respect
             to a Participant who continues employment with
              such subsidiary; or

             (6)   the proven financial hardship of a
             Participant,  subject to the limitations of
             Section 6.10.

              (d)   For each Plan Year beginning after
        December 31,  1987,  a Participant's Deferred
        Compensation made under this Plan and all other
        plans, contracts or arrangements of the Employer
        maintaining this Plan shall not exceed,  during any
        taxable year of the Participant,  the limitation
        imposed by Code Section 402(g),  as in effect at the
        beginning of such taxable year.  If such dollar
        limitation is exceeded,  a Participant will be deemed
        to have notified the Administrator of such excess
        amount which shall be distributed in a manner
        consistent with Section 4.2(f).  The dollar
        limitation shall be adjusted annually pursuant to the
        method provided in Code Section 415(d) in accordance
        with Regulations.

              (e)   In the event a Participant has received a
        hardship distribution from his Participant's Elective
        Account pursuant to Section 6.10 or pursuant to
        Regulation 1.401(k)-l(d)(2)  iv) (B)  from any other
        plan maintained by the Employer,  then such
        Participant shall not be permitted to elect to have
        Deferred Compensation contributed to the Plan on his
        behalf for a period of twelve  (12)  months following
        the receipt of the distribution.  Furthermore,  the
        dollar limitation under Code Section 402(g)  shall be
        reduced,  with respect to the Participant's taxable
        year following the taxable year in which the hardship
        distribution was made,  by the amount of such
        Participant's Deferred Compensation, if any, 
        pursuant to this Plan  (and any other plan maintained
        by the Employer)  for the taxable year of the
        hardship distribution.

        (f)   If a Participant's Deferred Compensation under
        this Plan together with any elective deferrals
        (as defined in Regulation 1.402(g)-l(b))  under
        another qualified cash or deferred arrangement  (as
        defined in Code Section 401(k)),  a simplified
        employee pension  (as defined in Code Section
        408(k)),  a salary reduction arrangement  (within the
        meaning of Code Section
        3121(a) (5)(D)),  a deferred compensation plan under
        Code Section 457,  or a trust described in Code
        Section 501(c) (18)  cumulatively exceed the
        limitation imposed by Code Section 402(g)  (as
        adjusted annually in accordance with the method
        provided in Code Section 415(d)  pursuant to
        Regulations)  for such Participant's taxable year, 
        the Participant may,  not later than March 1
        following the close of the Participant's taxable
        year,  notify the Administrator in writing of such
        excess and request that his Deferred Compensation
        under this Plan be reduced by an amount specified by
        the Participant.  In such event,  the Administrator
        may direct the Trustee to distribute such excess
        amount(and any Income allocable to such excess
        amount)  to the Participant not later than the first
        April 15th following the close of the Participant's
        taxable year.  Distributions in accordance with this
        paragraph may be made for any taxable year of the
        Participant which begins after December 31,  1986.
        Any distribution of less than the entire amount of
        Excess Deferred Compensation and Income shall be
        treated as a pro rata distribution of Excess Deferred
        Compensation and Income. The amount distributed shall
        not exceed the Participant's Deferred Compensation
        under the Plan for the taxable year. Any distribution
        on or before the last day of the Participant's
        taxable year must satisfy each of the following
        conditions:

             (1)   the distribution must be made after the
             date on which the Plan received the Excess
             Deferred Compensation;

             (2)   the Participant shall designate the
             distribution as Excess Deferred Compensation;
             and

             (3)   the Plan must designate the distribution as
             a distribution of Excess Deferred Compensation.

                Matching contributions which relate to Excess
      Deferred Compensation which is distributed pursuant to
      this Section 4.2(f)  shall be forfeited.

           (g)   Notwithstanding Section 4.2(f)  above,  a
      Participant's Excess Deferred Compensation shall be
      reduced,  but not below zero,  by any distribution of
      Excess Contributions pursuant to Section 4.6(a)  for
      the Plan Year beginning with or within the taxable year
      of the Participant.

              (h)   At Normal Retirement Date,  or such other
      date when the Participant shall be entitled to receive
      benefits,  the fair market value of the Participant's
      Elective Account shall be used to provide additional
      benefits to the Participant or his Beneficiary.

              (i)   All amounts allocated to a Participant's
      Elective Account may be treated as a Directed
      Investment Account pursuant to Section 4.10.
              
              (j)   Employer Elective Contributions made
      pursuant to this Section may be segregated into a
      separate account for each Participant in a federally
      insured savings account,  certificate of deposit in a
      bank or savings and loan association,  money market
      certificate,  or other short-term debt security
      acceptable to the Trustee until such time as the
      allocations pursuant to Section 4.4 have been made.

              (k)   The Employer and the Administrator shall
      implement the salary reduction elections provided for
      herein in accordance with the following:
    
             (1)   A Participant may commence making elective
             deferrals to the Plan only after first
             satisfying the eligibility and participation
             requirements specified in Article III. However, 
             the Participant must make his initial salary
             deferral election within a reasonable time,  not
             to exceed thirty  (30)  days,  after entering
             the Plan pursuant to Section 3.3.  If the
             Participant fails to make an initial salary
             deferral election within such time,  then such
             Participant may thereafter make an election in
             accordance with the rules governing
             modifications.  The Participant shall make such
             an election by entering into a written salary
             reduction agreement with the Employer and filing
             such agreement with the Administrator.  Such
             election shall initially be effective beginning
             with the pay period following the acceptance of
             the salary reduction agreement by the
             Administrator,  shall not have retroactive
             effect and shall remain in force until revoked.

             (2)   A Participant may modify a prior election
             during the Plan Year and concurrently make a new
             election by filing a written notice with the
             Administrator within a reasonable time before
             the pay period for which such modification is to
             be effective.  However,  modifications to a
             salary' deferral election shall only be
             permitted quarterly,  during election periods
             established by the Administrator prior to the
             first day of each Plan Year quarter. Any
             modification shall not have retroactive effect
             and shall remain in force until revoked.

             (3)   A Participant may elect to prospectively
             revoke his salary reduction agreement in its
             entirety at any time during the Plan Year by
             providing the Administrator with thirty  (30) 
             days written notice of such revocation  (or upon
             such shorter notice period as may be acceptable
             to the Administrator). Such revocation shall
             become effective as of the beginning of the
             first pay period coincident with or next
             following the expiration of the notice period. 
             Furthermore,  the termination of the
             Participant's employment, or the cessation of
             participation for any reason, shall be deemed to
             revoke any salary reduction agreement then in
             effect,  effective immediately following the
             close of the pay period within which such
             termination or cessation occurs.

4.3    TIME OF PAYMENT OF EMPLOYER'S CONTRIBUTION

      The Employer shall generally pay to the Trustee its
contribution to the Plan for each Plan Year within the time
prescribed by law,  including extensions of time,  for the filing
of the Employer's federal income tax return for the Fiscal Year.

      However,  Employer Elective Contributions accumulated
through payroll deductions shall be paid to the Trustee as of the
earliest date on which such contributions can reasonably be
segregated from the Employer's general assets,  but in any event
within ninety  (90)  days from the date on which such amounts
would otherwise have been payable to the Participant in cash. 
The provisions of Department of Labor regulations 2510.3-102 are
incorporated herein by reference.  Furthermore,  any additional
Employer contributions which are allocable to the Participant's
Elective Account for a Plan Year shall be paid to the Plan no
later than the twelve-month period immediately following the
close of such Plan Year.

4.4    ALLOCATION OF CONTRIBUTION AND EARNINGS

           (a)   The Administrator shall establish and
      maintain an account in the name of each Participant to
      which the Administrator shall credit as of each
      Anniversary Date all amounts allocated to each such
      Participant as set forth herein.

           (b)   The Employer shall provide the Administrator
      with all information required by the Administrator to
      make a proper allocation of the Employer's
      contributions for each Plan Year. Within a reasonable
      period of time after the date of receipt by the
      Administrator of such information,  the Administrator
      shall allocate such contribution as follows:

              (1)   With respect to the Employer's Elective
             Contribution made pursuant to Section 4.1(a), 
             to each Participant's Elective Account in an
             amount equal to each such Participant's Deferred
             Compensation for the year.
             
             (2)   With respect to the Employer's Elective
             Contribution made pursuant to Section 4.1(b), 
             to each Participant's Elective Account in
             accordance with Section 4.1(b).

             Any Participant actively employed during the
             Plan Year shall be eligible to share in the
             matching contribution for the Plan Year.

             (3)   With respect to the Employer's Qualified
             Non-Elective Contribution made pursuant to
             Section 4.1 c),  to each Participant's Elective
             Account in accordance with Section 4.1(c).

             Only Non-Highly Compensated Participants who are
             actively employed on the last day of the Plan
             Year shall be eligible to share in the Qualified
             Non-Elective Contribution for the year.  In
             addition,  the Administrative Committee may
             establish other non-discriminatory criteria on
             an annual basis,  for the purpose of deciding
             which Employees will be eligible to share in the
             Qualified Non-Elective Contribution for any such
              year.

             (4)   With respect to the Employer's Non-Elective
             Contribution  made pursuant to Section
             4.1(d),  to each Participant's Account in the
             same proportion that each such Participant's
             Compensation for the year bears to the total
             Compensation of all Participants for such year.

             Only Participants who are actively employed on
             the last day of the Plan Year shall be eligible
             to share in the discretionary contribution for
             the year.

             (a)     For any Top Heavy Plan Year,  Non-Key
                     Employees not otherwise eligible to
                     share in the allocation of contributions
                     as provided above,  shall receive the
                     minimum allocation provided for in
                     Section 4.4(f)  if eligible pursuant to
                     the provisions of Section 4.4 (h).
             
             (d)   Participants who 'are not actively
             employed on the last day of the Plan Year due to
             Retirement (Normal or Late),  Total and
             Permanent Disability or death shall share in the
             allocation of contributions for that Plan Year
             only if otherwise eligible in accordance with
             this Section.

              (a)As of each Anniversary Date or other
      valuation date,  before the current valuation period
      allocation of Employer contributions and after
      allocation of Forfeitures,  any earnings or losses 
      (net appreciation or net depreciation)  of the Trust
      Fund shall be allocated in the same proportion that
      each Participant's and Former Participant's
      nonsegregated accounts bear to the total of all
      Participants'  and Former Participants' nonsegregated
      accounts as of such date.
              
              Participants'  transfers from other qualified
      plans deposited in the general Trust Fund shall share
      in any earnings and losses  (net appreciation or net
      depreciation)  of the Trust Fund in the same manner
      provided above.  Each segregated account maintained on
      behalf of a Participant shall be credited or charged
      with its separate earnings and losses.

             (f)   Minimum Allocations Required for Top Heavy
      Plan Years: Notwithstanding the foregoing,  for any Top
      Heavy Plan Year,  the sum of the Employer's
      contributions allocated to the Participant's Combined
      Account of each Non-Key Employee shall be equal to at
      least three percent  (3%)  of such Non-Key Employee's
      "415 Compensation"  (reduced by contributions and
      forfeitures,  if any,  allocated to each Non-Key
      Employee in any defined contribution plan included with
      this plan in a Required Aggregation Group). However, 
      if
                (1)  the sum of the Employer's contributions
      allocated to the Participant's Combined Account of each
      Key Employee for such Top Heavy Plan Year is less than
      three percent  (3%)  of each Key Employee's "415
      Compensation" and (2)  this Plan is not required to be
      included in an Aggregation Group to enable a defined
      benefit plan to meet the requirements of Code Section
      401(a) (4)  or 410,  the sum of the Employer's
      contributions allocated to the Participant's Combined
      Account of each Non-Key Employee shall be equal to the
      largest percentage allocated to the Participant's
      Combined Account of any Key Employee. However,  in
      determining whether a Non-Key Employee has received the
      required minimum allocation,  such Non-Key Employee's
      Deferred Compensation and matching contributions needed
      to satisfy the "Actual Deferral Percentage" tests
      pursuant to Section 4.5(a)  shall not be taken into
      account.

                   However,  no such minimum allocation shall
           be required in this Plan for any Non-Key Employee
           who participates in another defined contribution
           plan subject to Code Section 412 providing such
           benefits included with this Plan in a Required
           Aggregation Group.

                (g)   For purposes of the minimum allocations
           set forth above,  the percentage allocated to the
           Participant's Combined Account of any Key Employee
           shall be equal to the ratio of the sum of the
           Employer's contributions allocated on behalf of
           such Key Employee divided by the "415
           Compensation" for such Key Employee.

              (h)   For any Top Heavy Plan Year,  the minimum
        allocations set forth above shall be allocated to the
        Participant's Combined Account of all Non-Key
        Employees who are Participants and who are employed
        by the Employer on the last day of the Plan Year, 
        including Non-Key Employees who have  (1)  failed to
        complete a Year of Service; and  (2)  declined to
        make mandatory contributions  (if required)  or,  in
        the case of a cash or deferred arrangement,  elective
        contributions to the Plan.

             (i)     For the purposes of this Section,  "415
                     Compensation" shall be limited to
                     $200,000.  Such amount shall be adjusted
                     at the same time and in the same manner
                     as permitted under Code Section 415(d), 
                     except that the dollar increase in
                     effect on January 1 of any calendar year
                     shall be effective for the Plan Year
                     beginning with or within such calendar
                     year and the' first adjustment to the
                     $200,000 limitation shall be effective
                     on January 1,  1990.  For any short Plan
                     Year the "415 Compensation" limit shall
                     be an amount equal to the "415
                     Compensation"  limit for the calendar
                     year in which the Plan Year begins
                     multiplied by the ratio obtained by
                     dividing the number of full months in
                     the short Plan Year by twelve  (12). 
                     However,  for Plan Years beginning prior
                     to January 1,  1989,  the $200,000 limit
                     shall apply only for Top Heavy Plan
                     Years and shall not be adjusted.  

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

                   For Plan Years beginning on or after
             January 1,  1994,  any reference in this Plan to
             the limitation under Code Section 401(a)(17) 
             shall mean the OBRA '93 annual compensation
             limit set forth in this provision.
                   
                   If Compensation for any prior
        determination period is taken into account in
        determining an Employee's benefits accruing in the
        current Plan Year, the Compensation for that prior
        determination period is subject to the OBRA '93
        annual compensation limit in effect for that prior
        determination period.  For this purpose,  for
        determination periods beginning before the first day
        of the first Plan Year beginning on or after January
        1,  1994,  the OBRA '93 annual compensation limit is
        $150,000.

              (j)   Notwithstanding anything herein to the
        contrary,  Participants who terminated employment for
        any reason during the Plan Year shall share in the
        salary reduction contributions made by the Employer
        for the year of termination without regard to the
        Hours of Service credited.

              (k)   If a Former Participant is reemployed
        after five  (5)  consecutive l-Year Breaks in
        Service,  then separate accounts shall be maintained
        as follows:

             (1)   one account for nonforfeitable benefits
             attributable to pre-break service;  and
             
             (2)   one account representing his status in the
             Plan attributable to post-break service.

           (1)   Notwithstanding anything to the contrary,
      for Plan Years beginning after December 31,  1989,  if
      this is a Plan that would otherwise fail to meet the
      requirements of Code Sections 401(a){26),  410(b) (1) 
      or 410 (b)(2)(A)(i)  and the Regulations thereunder
      because Employer contributions would not be allocated
      to a sufficient number or percentage of Participants
      for a Plan Year,  then the following rules shall apply:

             (1)   The group of Participants eligible to
             share in the Employer's contribution for the
             Plan Year shall be expanded to include the
             minimum number of Participants who would not
             otherwise be eligible as are necessary to
             satisfy the applicable test specified above. The
             specific Participants who shall become eligible
             under the terms of this paragraph shall be those
             who are actively employed on the last day of the
             Plan Year and,  when compared to similarly
             situated Participants,  have completed the
             greatest number of Hours of Service in the Plan
             Year.

             (2)   If after application of paragraph  (1) 
             above, the applicable test is still not
             satisfied,  then the group of Participants
             eligible to share in the Employer's contribution
             for the Plan Year shall be further expanded to
             include the minimum number of Participants who
             are not actively employed on the last day of the
             Plan Year as are necessary to satisfy the
             applicable test.  The specific Participants who
             shall become eligible to share shall be those
             Participants,  when compared to similarly
             situated Participants,  who have completed the
             greatest number of Hours of Service in the Plan
             Year before terminating employment.

             (3)   Nothing in this Section shall permit the
             reduction of a Participant's accrued benefit.
             Therefore any amounts that have previously been
             allocated to Participants may not be reallocated
             to satisfy these requirements.  In such event, 
             the Employer shall make an additional
             contribution equal to the amount such affected
             Participants would have received had they been
             included in the allocations,  even if it exceeds
             the amount which would be deductible under Code
             Section 404. Any adjustment to the allocations
             pursuant to this paragraph shall be considered a
             retroactive amendment adopted by the last day of
             the Plan Year.

4.5    ACTUAL DEFERRAL PERCENTAGE TESTS

              (a)   Maximum Annual Allocation: For each Plan
      Year beginning after December 31,  1986,  the annual
      allocation derived from Employer Elective Contributions
      to a Participant's Elective Account shall satisfy one
      of the following tests:

             (1)   The "Actual Deferral Percentage" for the
             Highly Compensated Participant group shall not
             be more than the "Actual Deferral Percentage" of
             the Non-Highly Compensated Participant group
             multiplied by 1.25,  or

             (2)   The excess of the "Actual Deferral
             Percentage"  for the Highly Compensated
             Participant group over the "Actual Deferral
             Percentage"  for the Non-Highly Compensated
             Participant group shall not be more than two
             percentage points.  Additionally,  the  "Actual
             Deferral Percentage" for the Highly Compensated
             Participant group shall not exceed the  "Actual
             Deferral Percentage" for the Non-Highly
             Compensated Participant group multiplied by 2.
             The provisions of Code Section 401(k)(3)  and
             Regulation 1.401(k)-l(b)  are incorporated
             herein by reference.

             However,  for Plan Years beginning after
             December 31,  1988,  in order to prevent the
             multiple use of the alternative method described
             in  (2)  above and in Code Section 401(m) (9)
             (A), any Highly Compensated Participant eligible
             to make elective deferrals pursuant to Section
             4.2 and to make Employee contributions or to
             receive matching contributions under any other
             plan maintained by the Employer or an Affiliated
             Employer shall have his actual contribution
             ratio reduced pursuant to Regulation 1.401(m)-2, 
             the provisions of which are incorporated herein
             by reference.
             
              (b)   For the purposes of this Section "Actual
      Deferral Percentage" means, with respect to the Highly
      Compensated Participant group and Non-Highly
      Compensated Participant group for a Plan Year,  the
      average of the ratios,  calculated separately for each
      Participant in such group,  of the amount of Employer
      Elective Contributions allocated to each Participant's
      Elective Account for such Plan Year,  to such
      Participant's  "414(s)  Compensation"  for such Plan
      Year.  The actual deferral ratio for each Participant
      and the "Actual Deferral Percentage"  for each group
      shall be calculated to the nearest one-hundredth of one
      percent for Plan Years beginning after December 31, 
      1988.  Employer Elective Contributions allocated to
      each Non-Highly Compensated Participant's Elective
      Account shall be reduced by Excess Deferred
      Compensation to the extent such excess amounts are made
      under this Plan or any other plan maintained by the
      Employer and any matching contributions which relate to
      such Excess Deferred Compensation.

                (c)   For the purpose of determining the
      actual deferral ratio of a Highly Compensated Employee
      who is subject to the Family Member aggregation rules
      of Code Section 414(q)(6)  because such Participant is
      either a "five percent owner" of the Employer or one of
      the ten (10)  Highly Compensated Employees paid the
      greatest "415 Compensation" during the year,  the
      following shall apply:
                
             (1)   The combined actual deferral ratio for the
             family group  (which shall be treated as one
             Highly Compensated Participant)  shall be
             determined by aggregating Employer Elective
             Contributions and "414(s)  Compensation" of all
             eligible Family Members  (including Highly
             Compensated Participants).  However,  in
             applying the $200,000 limit to "414(s) 
             Compensation,"  for Plan Years beginning after
             December 31,  1988, Family Members shall include
             only the affected Employee's spouse and any
             lineal descendants who have not attained age 19
             before the close of the Plan Year. 
             Notwithstanding the foregoing,  with respect to
             Plan Years beginning prior to
             January 1,  9990,  compliance with the
             Regulations then in effect shall be deemed to be
             compliance with this paragraph.
             
             (2)   The Employer Elective Contributions and
             "414(s)  Compensation" of all Family Members
             shall be disregarded for purposes of determining
             the "Actual Deferral Percentage" of the Non-Highly
             Compensated Participant group except to
             the extent taken into account in paragraph  (1) 
             above.

             (3)   If a Participant is required to be
             aggregated as a member of more than one family
             group in a plan,  all Participants who are
             members of those family groups that include the
             Participant are aggregated as one family group
             in accordance with paragraphs  (1)  and  (2) 
             above.

              (d)   For the purposes of Sections 4.5(a)  and
      4.6, a Highly Compensated Participant and a Non-Highly
      Compensated Participant shall include any Employee
      eligible to make a deferral election pursuant to
      Section 4.2,  whether or not such deferral election was
      made or suspended pursuant to Section 4.2.

              (e)   For the purposes of this Section and Code
      Sections 401(a)(4),  410(b)  and 401(k),  if two or
      more plans which include cash or deferred arrangements
      are considered one plan for the purposes of Code
      Section 401(a) (4)  or 410(b)  (other than Code Section
      410(b) (2)(A)(ii)  as in effect for Plan Years
      beginning after December 31,  1988),  the cash or
      deferred arrangements included in such plans shall be
      treated as one arrangement.  In addition,  two or more
      cash or deferred arrangements may be considered as a
      single arrangement for purposes of determining whether
      or not such arrangements satisfy Code Sections 401(a)
      (4) 410(b)  and 401(k).  In such a case,  the cash or
      deferred arrangements included in such plans and the
      plans including such arrangements shall be treated as
      one arrangement and as one plan for purposes of this
      Section and Code Sections 401(a) (4),  410(b)  and
      401(k). Plans may be aggregated under this paragraph 
      (e)  for Plan Years beginning after December 31,  1989
      only if they have the same plan year.
              
              Notwithstanding the above,  for Plan Years
      beginning after December 31,  1988,  an employee stock
      ownership plan described in Code Section 4975(e) (7) 
      or 409 may not be combined with this Plan for purposes
      of determining whether the employee stock ownership
      plan or this Plan satisfies this Section and Code
      Sections 401(a) (4), 410(b) and 401(k).
              (f)   For the purposes of this Section,  if a
      Highly Compensated Participant is a Participant under
      two or more cash or deferred arrangements  (other than
      a cash or deferred arrangement which is part of an
      employee stock ownership plan as defined in Code
      Section 4975(e)(7)  or 409 for Plan Years beginning
      after December 31,  1988)  of the Employer or an
      Affiliated Employer,  all such cash or deferred
      arrangements shall be treated as one cash or deferred
      arrangement for the purpose of determining the actual
      deferral ratio with respect to such Highly Compensated
      Participant. However,  for Plan Years beginning after
      December 31,  1988,  if the cash or deferred
      arrangements have different plan years,  this paragraph
      shall be applied by treating all cash or deferred
      arrangements ending with or within the same calendar
      year as a single arrangement.
<PAGE>
4.6    ADJUSTMENT TO ACTUAL DEFERRAL PERCENTAGE TESTS

      In the event that the initial allocations of the
Employer's Elective Contributions made pursuant to Section 4.4 do
not satisfy one of the tests set forth in Section 4.5(a)  for
Plan Years beginning after December 31,  1986,  the Administrator
shall adjust Excess Contributions pursuant to the options set
forth below:

              (a)   On or before the fifteenth day of the
      third month following the end of each Plan Year,  the
      Highly Compensated Participant having the highest
      actual deferral ratio shall have his portion of Excess
      Contributions distributed to him until one of the tests
      set forth in Section 4.5(a)  is satisfied,  or until
      his actual deferral ratio equals the actual deferral
      ratio of the Highly Compensated Participant having the
      second highest actual deferral ratio.  This process
      shall continue until one of the tests set forth in
      Section 4.5(a)  is satisfied.  For each Highly
      Compensated Participant,  the amount of Excess
      Contributions is equal to the Elective Contributions on
      behalf of such Highly Compensated Participant 
      (determined prior to the application of this paragraph) 
      minus the amount determined by multiplying the Highly
      Compensated Participant's actual deferral ratio 
      (determined after application of this paragraph)  by
      his  "414(s) Compensation." However,  in determining
      the amount of Excess Contributions to be distributed
      with respect to an affected Highly Compensated
      Participant as determined herein,  such amount shall be
      reduced by any Excess Deferred Compensation previously
      distributed to such affected Highly Compensated
      Participant for his taxable year ending with or within
      such Plan Year and any matching contributions which
      relate to such Excess Deferred Compensation.

 (1)   With respect to the distribution of Excess
 Contributions pursuant to  (a)  above,  such distribution:

      (i)    may be postponed but not later than the close of
      the Plan Year following the Plan Year to which they are
      allocable;

      (ii)   shall cause matching contributions which relate
      to such Deferred Compensation to be forfeited;

      (iii)  shall be adjusted for Income; and
      
      (iv)   shall be designated by the Employer as a
      distribution of Excess Contributions  (and Income).
      
 (2)   Any distribution of less than the entire amount of
 Excess Contributions shall be treated as a pro rata
 distribution of Excess Contributions and Income.

 (3)   The determination and correction of Excess
 Contributions of a Highly Compensated Participant whose
 actual deferral ratio is determined under the family
 aggregation rules shall be accomplished by reducing the
 actual deferral ratio as required herein,  and the Excess
 Contributions for the family unit shall then be allocated
 among the Family Members in proportion to the Elective
 Contributions of each Family Member that were combined to
 determine the group actual deferral ratio. Notwithstanding
 the foregoing, with respect to Plan Years beginning prior to
 January 1,  1990,  compliance with the Regulations then in
 effect shall be deemed to be compliance with this paragraph.

 (b)   Within twelve  (12)  months after the end of the Plan
Year,  the Employer may make a special Qualified Non-Elective
Contribution on behalf of Non-Highly Compensated Participants in
an amount sufficient to satisfy one of the tests set forth in
Section 4.5(a).  Such contribution shall be allocated to the
Participant's Elective Account of each Non-Highly Compensated
Participant in the same proportion that each Non-Highly
Compensated Participant's Compensation for the year bears to the
total Compensation of all Non-Highly Compensated Participants.

              (c)   If during a Plan Year the projected
      aggregate amount of Elective Contributions to be
      allocated to all Highly Compensated Participants under
      this Plan would,  by virtue of the tests set forth in
      Section 4.5(a),  cause the Plan to fail such tests, 
      then the Administrator may automatically reduce
      proportionately or in the order provided in Section
      4.6(a)  each affected Highly Compensated Participant's
      deferral election made pursuant to Section 4.2 by an
      amount necessary to satisfy one of the tests set forth
      in Section 4.5(a).

4.7    MAXIMUM ANNUAL ADDITIONS

           (a)   Notwithstanding the foregoing,  the maximum
      "annual additions" credited to a Participant's accounts
      for any "limitation year" shall equal the lesser of:
      (1)  $30,000  (or,  if greater,  one-fourth of the
      dollar limitation in effect under Code Section 415(b)
      (1) (A)) or  (2)  twenty-five percent  (25%)  of the
      Participant's "415 Compensation"  for such "limitation
      year."  For any short  "limitation year,"  the dollar
      limitation in  (1) above shall be reduced by a
      fraction,  the numerator of which is the number of full
      months in the short "limitation year" and the
      denominator of which is twelve  (12).

           (b)   For purposes of applying the limitations of
      Code Section 415,  "annual additions" means the sum
      credited to a Participant's accounts for any
      "limitation year"  of  (1)  Employer contributions, (2) 
      Employee contributions,  (3)  forfeitures,
      (4)  amounts allocated,  after March 31,  1984,  to an
      individual medical account,  as defined in Code Section
      415(1) (2)  which is part of a pension or annuity plan
      maintained by the Employer and  (5)  amounts derived
      from contributions paid or accrued after December 31, 
      1985, in taxable years ending after such date,  which
      are attributable to post-retirement medical benefits
      allocated to the separate account of a key employee 
      (as defined in Code Section 419A(d)(3))  under a
      welfare benefit plan  (as defined in Code Section
      419(e)) maintained by the Employer. Except, however, 
      the "415 Compensation" percentage limitation referred
      to in paragraph  (a)  2)  above shall not apply to: 
      (1)  any contribution for medical benefits  (within the
      meaning of Code Section 419A(f)(2))  after separation
      from service which is otherwise treated as an "annual
      addition," or  (2)  any amount otherwise treated as an
      "annual addition" under Code Section 415(1)(1).

                   (c)   For purposes of applying the
             limitations of Code Section 415,  the transfer
             of funds from one qualified plan to another is
             not an "annual addition." In addition,  the
             following are not Employee contributions for the
             purposes of Section 4.7(b)(2): (1)  rollover
             contributions  (as defined in Code Sections
             402(a) (5),  403(a) (4),  403(b) (8)  and
             408(d)(3)); (2)  repayments of loans made to a
             Participant from the Plan;  (3)  repayments of
             distributions received by an Employee pursuant
             to Code Section 411(a) (7)(B) (cash-outs);  (4) 
             repayments of distributions received by an
             Employee pursuant to Code Section 411(a) (3) (D)
             (mandatory contributions); and  (5)  Employee
             contributions to a simplified employee pension
             excludable from gross income under Code Section
             408(k) 6).

                     d)   For purposes of applying the
             limitations of Code Section 415,  the
             "limitation year" shall be the Plan Year.

                   (e)   The dollar limitation under Code
             Section 415(b) (1)(A)  stated in paragraph  (a)
             (1)  above shall be adjusted annually as
             provided in Code Section 415(d) pursuant to the
             Regulations. The adjusted limitation is
             effective as of January 1st of each calendar
             year and is applicable to "limitation years"
             ending with or within that calendar year.

                   (f)   For the purpose of this Section, 
             all qualified defined benefit plans  (whether
             terminated or not)  ever maintained by the
             Employer shall be treated as one defined benefit
             plan,  and all qualified defined contribution
             plans  (whether terminated or not)  ever
             maintained by the Employer shall be treated as
             one defined contribution plan.

                     (g)   For the purpose of this Section, 
             if the Employer is a member of a controlled
             group of corporations,  trades or businesses
             under common control (as defined by Code Section
             1563(a) or Code Section 414(b)  and  (c)  as
             modified by Code Section 415(h)),  is a member
             of an affiliated service group  (as defined by
             Code Section 414(m)),  or is a member of a group
             of entities required to be aggregated pursuant
             to Regulations under Code Section 414(0),  all
             Employees of such Employers shall be considered
             to be employed by a single Employer.

              (h)   For the purpose of this Section,  if this
        Plan is a Code Section 413(c)  plan,  all Employers
        of a Participant who maintain this Plan will be
        considered to be a single Employer.

              (i) (1)   If a Participant participates in more
        than one defined contribution plan maintained by the
        Employer which have different Anniversary Dates,  the
        maximum "annual additions" under this Plan shall
        equal the maximum "annual additions"  for the 
        "limitation year" minus any "annual additions"
        previously credited to such Participant's accounts
        during the "limitation year."

             (2)   If a Participant participates in both a
             defined contribution plan subject to Code
             Section 412 and a defined contribution plan not
             subject to Code Section 412 maintained by the
             Employer which have the same Anniversary Date, 
             "annual additions" will be credited to the
             Participant's accounts under the defined
             contribution plan subject to Code Section 412
             prior to crediting "annual additions"  to the
             Participant's accounts under the defined
             contribution plan not subject to Code Section
             412.

             (3    If a Participant participates in more than
             one defined contribution plan not subject to
             Code Section 412 maintained by the Employer
             which have the same Anniversary Date,  the
             maximum "annual additions" under this Plan shall
             equal the product of  (A)  the maximum "annual
             additions"  for the  "limitation year"  minus
             any "annual additions" previously credited under
             subparagraphs  (1)  or  (2)  above,  multiplied
             by a fraction  (i)  the numerator of which is
             the "annual additions" which would be credited
             to such Participant's accounts under this Plan
             without regard to the limitations of Code
             Section 415 and (ii)  the denominator of which
             is such "annual additions" for all plans
             described in this subparagraph.
             
              (j)   If an Employee is  (or has been)  a
        Participant in one or more defined benefit plans and
        one or more defined contribution plans maintained by
        the Employer,  the sum of the defined benefit plan
        fraction and the defined contribution plan fraction
        for any "limitation year" may not exceed 1.0.
              
              (k)   The defined benefit plan fraction for any
        "limitation year" is a fraction,  the numerator of
        which is the sum of the Participant's projected
        annual benefits under all the defined benefit plans 
        (whether or not terminated)  maintained by the
        Employer,  and the denominator of which is the lesser
        of 125 percent of the dollar limitation determined
        for the "limitation year" under Code Sections 41B(b) 
        and  (d)  or 140 percent of the highest average
        compensation,  including any adjustments under Code
        Section 415(b).
              
              Notwithstanding the above,  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 Code Section 415 for
        all "limitation years" beginning before January 1, 
        1987.
              
              (1)   The defined contribution plan fraction
        for any "limitation year" is a fraction,  the
        numerator of which is the sum of the annual additions
        to the Participant's Account under all the defined
        contribution plans  (whether or not terminated)
        maintained by the Employer for the current and all
        prior "limitation years"  (including the annual
        additions attributable to the Participant's
        nondeductible Employee contributions to all defined
        benefit plans, whether or not terminated, maintained
        by the Employer,  and the annual additions
        attributable to all welfare benefit funds,  as
        defined in Code Section 419(e),  and individual
        medical accounts,  as defined in Code Section
        415(1)(2), maintained by the Employer), and the
        denominator of which is the sum of the maximum
        aggregate amounts for the current and all prior
        "limitation years" of service with the Employer
        (regardless of whether a defined contribution plan
        was maintained by the Employer).  The maximum
        aggregate amount in any "limitation year" is the
        lesser of 125 percent of the dollar limitation
        determined under Code Sections 415(b)  and  (d)  in
        effect under Code Section 415(c) (1) (A)  or 35
        percent of the Participant's Compensation for such
        year.

              If the Employee was a Participant as of the end
        of the first day of the first "limitation year"
        beginning after December 31,  1986,  in one or more
        defined contribution plans maintained by the Employer
        which were in existence on May 6,  1986,  the
        numerator of this fraction will be adjusted if the
        sum of this fraction and the defined benefit fraction
        would otherwise exceed 1.0 under the terms of this
        Plan. Under the adjustment,  an amount equal to the
        product of
              (1)  the excess of the sum of the fractions
        over 1.0 times  (2)  the denominator of this
        fraction,  will be permanently subtracted from the
        numerator of this fraction.  The adjustment is
        calculated using the fractions as they would be
        computed as of the end of the last  "limitation year"
        beginning before January 1, 1987,  and disregarding
        any changes in the terms and conditions of the Plan
        made after May 5,  1986,  but using the Code Section
        415 limitation applicable to the first  "limitation
        year" beginning on or after January 1,  1987.  The
        annual addition for any "limitation year" beginning
        before January 1,  1987 shall not be recomputed to
        treat all Employee contributions as annual additions.
              
              (m)   Notwithstanding the foregoing,  for any
        "limitation year"  in which the Plan is a Top Heavy
        Plan,  100 percent shall be substituted for 125
        percent in Sections 4.7(k)  and 4.7(1)  unless the
        extra minimum allocation is being provided pursuant
        to Section 4.4. However,  for any  "limitation year" 
        in which the Plan is a Super Top Heavy Plan,  100
        percent shall be substituted for 125 percent in any
        event.
              
               (n)   Notwithstanding anything contained in
        this Section to the contrary,  the limitations, 
        adjustments and other requirements prescribed in this
        Section shall at all times comply with the provisions
        of Code Section 41S and the Regulations thereunder,
        the terms of which are specifically incorporated
        herein by reference.

4.8    ADJUSTMENT FOR EXCESSIVE ANNUAL ADDITIONS

              (a)   If,  as a result of a reasonable error in
      estimating a Participant's Compensation,  a reasonable
      error in determining the amount of elective deferrals
      (within the meaning of Code Section 402(g)(3))  that
      may be made with respect to any Participant under the
      limits of Section 4.7 or other facts and circumstances
      to which Regulation 1.415-6(b)(6)  shall be applicable,
      the "annual additions" under this Plan would cause the
      maximum "annual additions" to be exceeded for any
      Participant,  the Administrator shall  (1)  distribute
      any elective deferrals  (within the meaning of Code
      Section 402(g) (3))  or return any voluntary Employee
      contributions credited for the "limitation year" to the
      extent that the return would reduce the "excess amount"
      in the Participant's accounts  (2)  hold any "excess
      amount" remaining after the return of any elective
      deferrals or voluntary Employee contributions in a
      "Section 415 suspense account"  (3)  use the "Section
      415 suspense account"  in the next  "limitation year" 
      (and succeeding "limitation years" if necessary)  to
      reduce Employer contributions for that Participant if
      that Participant is covered by the Plan as of the end
      of the "limitation year," or if the Participant is not
      so covered,  allocate and reallocate the "Section 415
      suspense account"  in the next  "limitation year"  (and
      succeeding "limitation years" if necessary)  to all
      Participants in the Plan before any Employer or
      Employee contributions which would constitute "annual
      additions" are made to the Plan for such "limitation
      year"  (4)  reduce Employer contributions to the Plan
      'for such "limitation year" by the amount of the 
      "Section 415 suspense account" allocated and
      reallocated during such "limitation year."

              (b)   For purposes of this Article,  "excess
      amount"  for any Participant for a "limitation year"
      shall mean the excess,  if any,  of  (1   the "annual
      additions" which would be credited to his account under
      the terms of the Plan without regard to the limitations
      of Code Section 415 over  (2)  the maximum "annual
      additions" determined pursuant to Section 4.7. (c)  
      For purposes of this Section,  "Section 415 suspense
      account" shall mean an unallocated account equal to the
      sum of "excess amounts" for all Participants in the
      Plan during the "limitation year." The "Section 415
      suspense account" shall not share in any earnings or
      losses of the Trust Fund.

4.9   TRANSFERS FROM QUALIFIED PLANS

              (a)   With the consent of the Administrator,
      amounts may be transferred from other qualified plans
      by Participants,  provided that the trust from which
      such funds are transferred permits the transfer to be
      made and the transfer will not jeopardize the tax
      exempt status of the Plan or Trust or create adverse
      tax consequences for the Employer.  The amounts
      transferred shall be set up in a separate account
      herein referred to as a "Participant's Rollover
      Account." Such account shall be fully Vested at all
      times and shall not be subject to Forfeiture for any
      reason.

           (b)   Amounts in a Participant's Rollover Account
      shall be held by the Trustee pursuant to the provisions
      of this Plan and may not be withdrawn by,  or
      distributed to the Participant,  in whole or in part,
      except as provided in paragraphs  (c)  and  (d)  of
      this Section.

      (c)   Except as permitted by Regulations (including
      Regulation 1.411(d)-4),  amounts attributable to
      elective contributions  (as defined in Regulation
      1.401(k)-l(g) (3))   including amounts treated as
      elective contributions,  which are transferred from
      another qualified plan in a plan-to-plan transfer shall
      be subject to the distribution limitations provided for
      in Regulation 1.401(k)-l(d).

           (d)   At Normal Retirement Date,  or such other
      date when the Participant or his Beneficiary shall be
      entitled to receive benefits,  the fair market value of
      the Participant's Rollover Account shall be used to
      provide additional benefits to the Participant or his
      Beneficiary.  Any distributions of amounts held in a
      Participant's Rollover Account shall be made in a
      manner which is consistent with and satisfies the
      provisions of Section 6.5,  including, but not limited
      to,  all notice and consent requirements of Code
      Section 411(a) (11)  and the Regulations thereunder. 
      Furthermore,  such amounts shall be considered as part
      of a Participant's benefit in determining whether an
      involuntary cash-out of benefits without Participant
      consent may be made.

              (e)   The Administrator may direct that
      employee transfers made after a valuation date be
      segregated into a separate account for each Participant
      in a federally insured savings account,  certificate of
      deposit in a bank or savings and loan association,
      money market certificate,  or other short term debt
      security acceptable to the Trustee until such time as
      the allocations pursuant to this Plan have been made,
      at which time they may remain segregated or be invested
      as part of the general Trust Fund,  to be determined by
      the Administrator.

              (f)   All amounts allocated to a Participant's
      Rollover Account may be treated as a Directed
      Investment Account pursuant to Section 4.10.

           (g)   For purposes of this Section,  the term
      "qualified plan"  shall mean any tax qualified plan
      under Code Section 401(a).  The term "amounts
      transferred from other qualified plans"  shall mean:
      (i)  amounts transferred to this Plan directly from
      another qualified plan;  (ii)  distributions from
      another qualified plan which are eligible rollover
      distributions and which are either transferred by the
      Employee to this Plan within sixty  (60)  days
      following his receipt thereof or are transferred
      pursuant to a direct rollover;  (iii)  amounts
      transferred to this Plan from a conduit individual
      retirement account provided that the conduit individual
      retirement account has no assets other than assets
      which  (A)  were previously distributed to the Employee
      by another qualified plan as a lump-sum distribution 
      (B)  were eligible for tax-free rollover to a qualified
      plan and  (C)  were deposited in such conduit
      individual retirement account within sixty  60)  days
      of receipt thereof and other than earnings on said
      assets; and  (-iv)  amounts distributed to the Employee
      from a conduit individual retirement account meeting
      the requirements of clause (iii)  above,  and
      transferred by the Employee to this Plan within sixty 
      (60)  days of his receipt thereof from such conduit
      individual retirement account.

           (h)   Prior to accepting any transfers to which
      this Section applies,  the Administrator may require
      the Employee to establish that the amounts to be
      transferred to this Plan meet the requirements of this
      Section and may also require the Employee to provide an
      opinion of counsel satisfactory to the Employer that
      the amounts to be transferred meet the requirements of
      this Section.

           (i)  This Plan shall not accept any direct or
                indirect transfers  (as that term is defined
                and interpreted under Code Section 401(a)(11) 
                and the Regulations thereunder)  from a
                defined benefit plan, money purchase plan 
                (including a target benefit plan), stock
                bonus or profit sharing plan which would
                otherwise have provided for a life annuity
                form of payment to the Participant.
           
           (j)   Notwithstanding anything herein to the
      contrary,  a transfer directly to this Plan from
      another. qualified plan  (or a transaction having the
      effect of such a transfer)  shall only be permitted if
      it will not result in the elimination or reduction of
      any "Section 411(d) (6)  protected benefit" as
      described in Section 8.1.

4.10    DIRECTED  INVESTMENT  ACCOUNT

              (a)   The Administrator,  in his sole
      discretion, may determine that all Participants be
      permitted to direct the Trustee as to the investment of
      all or a portion of the interest in any one 'or more of
      their individual account balances.  If such
      authorization is given,  Participants may,  subject to
      a procedure established by the Administrator and
      applied in a uniform nondiscriminatory manner,  direct
      the Trustee in writing to invest any portion of their
      account in specific assets,  specific funds or other
      investments permitted under the Plan and the directed
      investment procedure. That portion of the account of
      any Participant so directing will thereupon be
      considered a Directed Investment Account,  which shall
      not share in Trust Fund earnings.

              (b)   A separate Directed Investment Account
      shall be established for each Participant who has
      directed an investment.  Transfers between the
      Participant's regular account and his Directed
      Investment Account shall be charged and credited as the
      case may be to each account.  The Directed Investment
      Account shall not share in Trust Fund earnings,  but it
      shall be charged or credited as appropriate with the
      net earnings, gains,  losses and expenses as well as
      any appreciation or depreciation in market value during
      each Plan Year attributable to such account.

                           ARTICLE V
                           VALUATIONS
                                
5.1    VALUATION OF THE TRUST FUND

      The Administrator shall direct the Trustee,  as of each
Anniversary Date,  and at such other date or dates deemed
necessary by the Administrator,  herein called "valuation date,"
to determine the net worth of the assets comprising the Trust
Fund as it exists on the "valuation date."  In determining such
net worth,  the Trustee shall value the assets comprising the
Trust Fund at their fair market value as of the "valuation date"
and shall deduct all expenses for which the Trustee has not yet
obtained reimbursement from the Employer or the Trust Fund.

5.2    METHOD OF VALUATION

      In determining the fair market value of securities held
in the Trust Fund which are listed on a registered stock
exchange,  the Administrator shall direct the Trustee to value
the same at the prices they were last traded on such exchange
preceding the close of business on the "valuation date." If such
securities were not traded on the "valuation date," or if the
exchange on which they are traded was not open for business on
the "valuation date," then the securities shall be valued at the
prices at which they were last traded prior to the "valuation
date." Any unlisted security held in the Trust Fund shall be
valued at its bid price next preceding the close of business on
the "valuation date," which bid price shall be obtained from a
registered broker or an investment banker.  In determining the
fair market value of assets other than securities for which
trading or bid prices can be obtained,  the Trustee may appraise
such assets itself,  or in its discretion,  employ one or more
appraisers for that purpose and rely on the values established by
such appraiser or appraisers.
      
                           ARTICLE VI
           DETERMINATION AND DISTRIBUTION OF BENEFITS

6.1    DETERMINATION OF BENEFITS UPON RETIREMENT

      Every Participant may terminate his employment with the
Employer and retire for the purposes hereof on his Normal
Retirement Date. However,  a Participant may postpone the
termination of his employment with the Employer to a later date,
in which event the participation of such Participant in the Plan,
including the right to receive allocations pursuant to Section
4.4,  shall continue until his Late Retirement Date.  Upon a
Participant's Retirement Date,  or as soon thereafter as is
practicable,  the Trustee shall distribute all amounts credited
to such Participant's Combined Account in accordance with Section
6.5.

6.2    DETERMINATION OF BENEFITS UPON DEATH

              (a)   Upon the death of a Participant before
      his Retirement Date or other termination of his
      employment, all amounts credited to such Participant's
      Combined Account shall become fully Vested. The
      Administrator shall direct the Trustee,  in accordance
      with the provisions of Sections 6.6 and 6.7,  to
      distribute the value of the deceased Participant's
      accounts to the Participant's Beneficiary.

              (b)   Upon the death of a Former Participant, 
      the Administrator shall direct the Trustee,  in
      accordance with the provisions of Sections 6.6 and 6.7, 
      to distribute any remaining Vested amounts credited to
      the accounts of a deceased Former Participant to such
      Former Participant's Beneficiary.

           (c)   Any security interest held by the Plan by
      reason of an outstanding loan to the Participant or
      Former Participant shall be taken into account in
      determining the amount of the death benefit.

            (a)The Administrator may require such proper
      proof of death and such evidence of the right of any
      person to receive payment of the value of the account
      of a deceased Participant or Former Participant as the
      Administrator may deem desirable.  The Administrator's
      determination of death and of the right of any person
      to receive payment shall be conclusive.
            
            (e)   The Beneficiary of the death benefit
      payable pursuant to this Section shall be the
      Participant's spouse. Except,  however,  the
      Participant may designate a Beneficiary other than his
      spouse if:
            
             (1)   the spouse has waived the right to be the
             Participant's Beneficiary,  or

             (2)   the Participant is legally separated or
             has been abandoned  (within the meaning of local
             law) and the Participant has a court order to
             such effect  (and there is no "qualified
             domestic relations order" as defined in Code
             Section 414(p)  which provides otherwise),  or

              (3)    the Participant has no spouse,  or

              (4)    the spouse cannot be located.

                In such event,  the designation of a
      Beneficiary shall be made on a form satisfactory to the
      Administrator. A Participant may at any time revoke his
      designation of a Beneficiary or change his Beneficiary
      by filing written notice of such revocation or change
      with the Administrator. However,  the Participant's
      spouse must again consent in writing to any change in
      Beneficiary unless the original consent acknowledged
      that the spouse had the right to limit consent only to
      a specific Beneficiary and that the spouse voluntarily
      elected to relinquish such right.  In the event no
      valid designation of Beneficiary exists at the time of
      the Participant's death,  the death benefit shall be
      payable to his estate.

              (f)   Any consent by the Participant's spouse
      to waive any rights to the death benefit must be in
      writing, must acknowledge the effect of such waiver,.
      and be witnessed by a Plan representative or a notary
      public.  Further,  the spouse's consent must be
      irrevocable and must acknowledge the specific nonspouse
      Beneficiary.

6.3    DETERMINATION OF BENEFITS  IN EVENT OF DISABILITY

      In the event of a Participant's Total and Permanent
Disability prior to his Retirement Date or other termination of
his employment,  all amounts credited to such Participant's
Combined Account shall become fully Vested.  In the event of a
Participant's Total and Permanent Disability,  the Trustee,  in
accordance with the provisions of Sections 6.5 and 6.7,  shall
distribute to such Participant all amounts credited to such
Participant's Combined Account as though he had retired.

6.4    DETERMINATION OF BENEFITS UPON TERMINATION

              (a)   On or before the Anniversary Date
      coinciding with or subsequent to the termination of a
      Participant's employment for any reason other than
      death,  Total and Permanent Disability or retirement,
      the Administrator may direct the Trustee to segregate
      the amount of the Vested portion of such Terminated
      Participant's Combined Account and invest the aggregate
      amount thereof in a separate,  federally insured
      savings account,  certificate of deposit,  common or
      collective trust fund of a bank or a deferred annuity. 
      In the event the Vested portion of a Participant's
      Combined Account is not segregated,  the amount shall
      remain in a separate account for the Terminated
      Participant and share in allocations pursuant to
      Section 4.4 until such time as a distribution is made
      to the Terminated Participant.

                Distribution of the funds due to a Terminated
      Participant shall be made on the occurrence of an event
      which would result in the distribution had the
      Terminated Participant remained in the employ of the
      Employer  (upon the Participant's death,  Total and
      Permanent Disability or Normal Retirement). However, 
      at the election of the Participant,  the Administrator
      shall direct the Trustee to cause the entire Vested
      portion of the Terminated Participant's Combined
      Account to be payable to such Terminated Participant.
      Any distribution under this paragraph shall be made in
      a manner which is consistent with and satisfies the
      provisions of Section 6.5,  including,  but not limited
      to,  all notice and consent requirements of Code
      Section 411(a) (11)  and the Regulations thereunder.

                If the value of a Terminated Participant's
      Vested benefit derived from Employer and Employee
      contributions does not exceed $3,500 and has never
      exceeded $3,500 at the time of any prior distribution,
      the Administrator shall direct the Trustee to cause the
      entire Vested benefit to be paid to such Participant in
      a single lump sum.

              (b)   The computation of a Participant's
      nonforfeitable percentage of his interest in the Plan
      shall not be reduced as the .result of any direct or
      indirect amendment to this Plan. For this purpose,  the
      Plan shall be treated as having been amended if the
      Plan provides for an automatic change in vesting due to
      a change in top heavy status.  In the event that the
      Plan is amended to change or modify any vesting
      schedule,  a Participant with at least three  (3) 
      Years of Service as of the expiration date of the
      election period may elect to have his nonforfeitable
      percentage computed under the Plan without regard to
      such amendment.  If a Participant fails to make such
      election,  then such Participant shall be subject to
      the new vesting schedule.  The Participant's election
      period shall commence on the adoption date of the
      amendment and shall end 60 days after the latest of:

              (1)    the adoption date of the amendment,
              
              (2)    the effective date of the amendment, 
              or
              
              (3)   the date the Participant receives
              written notice of the amendment from the
              Employer or Administrator.

               (c) (1)   If any Former Participant shall be
      reemployed by the Employer before a l-Year Break in
      Service occurs,  he shall continue to participate in
      the Plan in the same manner as if such termination had
      not occurred.
                   
               (2)   If a Former Participant completes one 
           (1) Year of Service for eligibility purposes
           following his reemployment with the Employer,  he
           shall participate in the Plan retroactively from
           his date of reemployment.
                   
               (3)   If a Former Participant completes a Year
           of Service  (a l-Year Break in Service previously
           occurred,  but employment had not terminated),  he
           shall participate in the Plan retroactively from
           the first day of the Plan Year during which he
           completes one  (1)  Year of Service.

6.5    DISTRIBUTION OF BENEFITS

              (a)   The Administrator,  pursuant to the
      election of the Participant,  shall direct the Trustee
      to distribute to a Participant or his Beneficiary any
      amount to which he is entitled under the Plan in one or
      more of the following methods:

             (1)  One lump-sum payment in cash or in
                  property;

             (2)   Payments over a period certain in monthly,
             quarterly,  semiannual,  or annual cash
             installments.  In order to provide such
             installment payments,  the Administrator may
             (A)  segregate the aggregate amount thereof in a
             separate,  federally insured savings account,
             certificate of deposit in a bank or savings and
             loan association, money market certificate or
             other liquid short-term security or  (B) 
             purchase a nontransferable annuity contract for
             a term certain  (with no life contingencies) 
             providing for such payment.  The period over
             which such payment is to be made shall not
             extend beyond the Participant's life expectancy 
             (or the life expectancy of the Participant and
             his designated Beneficiary).

              (b)   Any distribution to a Participant who has
      a benefit which exceeds,  or has ever exceeded,  $3,500
      at the time of any prior distribution shall require
      such Participant's consent if such distribution
      commences prior to the later of his Normal Retirement
      Age or age 62.  With regard to this required consent:

             (1)   The Participant must be informed of his
             right to defer receipt of the distribution.  If
             a Participant fails to consent,  it shall be
             deemed an election to defer the commencement of
             payment of any benefit.  However,  any election
             to defer the receipt of benefits shall not apply
             with respect to distributions which are required
             under Section 6.5 c).

             (2)   Notice of the rights specified under this
             paragraph shall be provided no less than 30 days
             and no more than 90 days before the first day on
             which all events have occurred which entitle the
             Participant to such benefit.
                                         
             (3)   Written consent Of the Participant to the
             distribution must not be made before the
             Participant receives the notice and must not be
             made more than 90 days before the first day on
             which all events have occurred which entitle the
             participant to such benefit.
             
             (4)   No consent shall be valid if a significant
             detriment is imposed under the Plan on any
             Participant who does not consent to the
             distribution.

                    If a distribution is one to which Code
             Sections 401(a) (11)  and 417 do not apply, 
             such distribution may commence less than 30 days
             after the notice required under Regulation
             1.411(a)-11(c)  is given, provided that:  (1) 
             the Administrator clearly informs the
             Participant that the Participant has a right to
             a period of at least 30 days after receiving the
             notice to consider the decision of whether or
             not to elect a distribution  (and,  if
             applicable,  a particular distribution option), 
             and  (2)  the Participant, after receiving the
             notice,  affirmatively elects a distribution.

              (c)   Notwithstanding any provision in the Plan
      to the contrary,  the distribution of a Participant's
      benefits shall be made in accordance with the following
      requirements and shall otherwise comply with Code
      Section 401(a)(9)  and the Regulations thereunder
      (including Regulation 1.401(a)(9)-2),  the provisions
      of which are incorporated herein by reference:

             (1)   A Participant's benefits shall be
             distributed to him not later than April 1st of
             the calendar year following the later of  (i) 
             the calendar year in which the Participant
             attains age 70 1/2 or  (ii)  the calendar year
             in which the Participant retires, provided, 
             however,  that this clause  (ii)  shall not
             apply in the case of a Participant who is a
             "five  (5)  percent owner" at any time during
             the five  (5)  Plan Year period ending in the
             calendar year in which he attains age 70 1/2 or, 
             in the case of a Participant who becomes a "five 
             (5)  percent owner" during any subsequent Plan
             Year,  clause  (ii)  shall no longer apply and
             the required beginning date shall be the April
             1st of the calendar year following the calendar
             year in which such subsequent Plan Year ends.
             Alternatively, distributions to a Participant
             must begin no later than the applicable April
             1st as determined under the preceding sentence
             and must be made over a period certain measured
             by the life expectancy of the Participant  (or
             the life expectancies of the Participant and his
             designated Beneficiary)  in accordance with
             Regulations.  Notwithstanding the foregoing, 
             clause  (ii)  above shall not apply to any
             Participant unless the Participant had attained
             age 70 1/2 before January 1,  1988 and was not a
             "five  (5)  percent owner" at any time during
             the Plan Year ending with or within the calendar
             year in which the Participant attained age 66
             1/2 or any subsequent Plan Year.

             (2)   Distributions to a Participant and his
             Beneficiaries shall only be made in accordance
             with the incidental death benefit requirements
             of Code Section 401(a)(9)(G)  and the
             Regulations thereunder.
             
             Additionally,  for calendar years beginning
             before 1989,  distributions may also be made
             under an alternative method which provides that
             the then present value of the payments to be
             made over the period of the Participant's life
             expectancy exceeds fifty percent  (50%)  of the
             then present value of the total payments to be
             made to the Participant and his Beneficiaries.
             
              (d)   For purposes of this Section,  the life
      expectancy of a Participant and a Participant's spouse
      shall be redetermined annually in accordance with
      Regulations.  Life expectancy and joint and last
      survivor expectancy shall be computed using the return
      multiples in Tables V and VI of Regulation 1.72-9.
              
              (e)   All annuity Contracts under this Plan shall
      be non-transferable when distributed.  Furthermore,  the
      terms of any annuity Contract purchased and distributed
      to a Participant or spouse shall comply with all of the
      requirements of the Plan.

6.6      DISTRIBUTION  OF  BENEFITS  UPON  DEATH

              (a) (1)   The death benefit payable pursuant to
      Section 6.2 shall be paid to the Participant's
      Beneficiary within a reasonable time after the
      Participant's death by either of the following methods,
      as elected by the Participant  (or if no election has
      been made prior to the Participant's death,  by his
      Beneficiary)  subject,  however,  to the rules
      specified in Section 6.6(b):

                  (i)    One lump-sum payment in cash or in
                  property;

                  (ii)   Payment in monthly,  quarterly,
                  semi-annual,  or annual cash installments
                  over a period to be determined by the
                  Participant or his Beneficiary. After
                  periodic installments commence,  the
                  Beneficiary shall have the right to direct
                  the Trustee to reduce the period over which
                  such periodic installments shall be made,
                  and the Trustee shall adjust the cash
                  amount of such periodic installments
                  accordingly.

             (2)   In the event the death benefit payable
             pursuant to Section 6.2 is payable in
             installments,  then,  upon the death of the
             Participant,  the Administrator may direct the
             Trustee to segregate the death benefit into a
             separate account,  and the Trustee shall invest
             such segregated account separately,  and the
             funds accumulated in such account shall be used
             for the payment of the installments.

              (b)   Notwithstanding any provision in the Plan
      to the contrary,  distributions upon the death of a
      Participant shall be made in accordance with the
      following requirements and shall otherwise comply with
      Code Section 401(a)(9)  and the Regulations thereunder.
      If it is determined pursuant to Regulations that the
      distribution of a Participant's interest has begun and
      the Participant dies before his entire interest has
      been distributed to him,  the remaining portion of such
      interest shall be distributed at least as rapidly as
      under the method of distribution selected pursuant to
      Section 6.5 as of his date of death.  If a Participant
      dies before he has begun to receive any distributions
      of his interest under the Plan or before distributions
      are deemed to have begun pursuant to Regulations,  then
      his death benefit shall be distributed to his
      Beneficiaries by December 31st of the calendar year in
      which the fifth anniversary of his date of death
      occurs.
    
                However,  the 5-year distribution requirement
      of the preceding paragraph shall not apply to any
      portion of the deceased Participant's interest which is
      payable to or for the benefit of a designated
      Beneficiary.  In such event,  such portion may,  at the
      election of the Participant  (or the Participant's
      designated Beneficiary),  be distributed over a period
      not extending beyond the life expectancy of such
      designated Beneficiary provided such distribution
      begins not later than December 31st of the calendar
      year immediately following the calendar year in which
      the Participant died. However,  in the event the
      Participant's spouse  (determined as of the date of the
      Participant's death)  is his Beneficiary,  the
      requirement that distributions commence within one year
      of a Participant's death shall not apply.  In lieu
      thereof,  distributions must commence on or before the
      later of:  (1)  December 31st of the calendar year
      immediately following the calendar year in which the
      Participant died; or (2)  December 31st of the calendar
      year in which the Participant would have attained age
      70 1/2.  If the surviving spouse dies before
      distributions to such spouse begin,  then the 5-year
      distribution requirement of this Section shall apply as
      if the spouse was the Participant.

              (a)For purposes of Section 6.6(b),  the
      election by a designated Beneficiary to be excepted
      from the 5-year distribution requirement must be made
      no later than December 31st of the calendar year
      following the calendar year of the Participant's death. 
      Except, however,  with respect to a designated
      Beneficiary who is the Participant's surviving spouse, 
      the election must be made by the earlier of:  (1) 
      December 31st of the calendar year immediately
      following the calendar year in which the Participant
      died or,  if later,  the calendar year in which the
      Participant would have attained age 70 1/2; or  (2) 
      December 31st of the calendar year which contains the
      fifth anniversary of the date of the Participant's
      death. An election by a designated Beneficiary must be
      in writing and shall be irrevocable as of the last day
      of the election period stated herein.  In the absence
      of an election by the Participant or a designated
      Beneficiary,  the B-year distribution requirement shall
      apply.
              
              (d)   For purposes of this Section,  the life
      expectancy of a Participant and a Participant's spouse
      shall be redetermined annually in accordance with
      Regulations. Life expectancy and joint and last
      survivor expectancy shall be computed using the return
      multiples in Tables V and VI of Regulation 1.72-9.

6.7    TIME OF SEGREGATION OR DISTRIBUTION

      Except as limited by Sections 6.5 and 6.6, whenever the
Trustee is to make a distribution or to commence a series of
payments on or as of an Anniversary Date,  the distribution or
series of payments may be made or begun on such date or as soon
thereafter as is practicable. However,  unless a Former
Participant elects in writing to defer the receipt of benefits
(such election may not result in a death benefit that is more
than incidental),  the payment of benefits shall begin not later
than the 60th day after the close of the Plan Year in which the
latest of the following events occurs:  (a)  the date on which
the Participant attains the earlier of age 65 or the Normal
Retirement Age specified herein;  (b)  the 10th anniversary of
the year in which the Participant commenced participation in the
Plan;  or  (c)  the date the Participant terminates his service
with the Employer.

6.8    DISTRIBUTION FOR MINOR BENEFICIARY

      In the event a distribution is to be made to a minor,
then the Administrator may direct that such distribution be paid
to the legal guardian, or if none,  to a parent of such
Beneficiary or a responsible adult with whom the Beneficiary
maintains his residence,  or to the custodian for such
Beneficiary under the Uniform Gift to Minors Act or Gift to
Minors Act,  if such is permitted by the laws of the state in
which said Beneficiary resides.  Such a payment to the legal
guardian, custodian or parent of a minor Beneficiary shall fully
discharge the Trustee,  Employer,  and Plan from further
liability on account thereof.

6.9    LOCATION OF PARTICIPANT OR BENEFICIARY UNKNOWN

      In the event that all,  or any portion,  of the
distribution payable to a Participant or his Beneficiary
hereunder shall,  at the later of the Participant's attainment of
age 62 or his Normal Retirement Age,  remain unpaid solely by
reason of the inability of the Administrator,  after sending a
registered letter,  return receipt requested,  to the last known
address,  and after further diligent effort,  to ascertain the
whereabouts of such Participant or his Beneficiary,  the amount
so distributable shall be treated as a Forfeiture pursuant to the
Plan.  In the event a Participant or Beneficiary is located
subsequent to his benefit being reallocated,  such benefit shall
be restored.

6.10   ADVANCE DISTRIBUTION FOR HARDSHIP

              (a)   The Administrator,  at the election of
        the Participant,  shall direct the Trustee to
        distribute to any Participant in any one Plan Year up
        to the lesser of 100% of his Participant's Elective
        Account valued as of the last anniversary Date or
        other valuation date or the amount necessary to
        satisfy the immediate and heavy financial need of the
        Participant. Any distribution made pursuant to this
        Section shall be deemed to be made as of the first
        day of the Plan Year or,  if later, the valuation
        date immediately preceding the date of distribution, 
        and the Participant's Elective Account shall be
        reduced accordingly.  Withdrawal under this Section
        shall be authorized only if the distribution is on
        account of:

             (1)   Expenses for medical care described in
             Code Section 213(d)  previously incurred by the
             Participant,  his spouse,  or any of his
             dependents (as defined in Code Section 152)  or
             necessary for these persons to obtain medical
             care;

             (2)   The costs directly related to the purchase
             of a principal residence for the Participant
             (excluding mortgage payments);

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

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

             (a)     No distribution shall be made pursuant
                     to this Section unless the
                     Administrator,  based upon the
                     Participant's representation and such
                     other facts as are known to the
                     Administrator,  determines that all of
                     the following conditions are satisfied:
             
             (1)   The distribution is not in excess of the
             amount of the immediate and heavy financial need
             of the Participant. The amount of the immediate
             and heavy financial need may include any 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
             distributions, and all nontaxable  (at the time
             of the loan) loans currently available under all
             plans maintained by the Employer;

             (3)   The Plan,  and all other plans maintained
             by the Employer, provide that the Participant's
             elective deferrals and voluntary Employee
             contributions will be suspended for at least
             twelve  (12)  months after receipt of the
             hardship distribution or,  the Participant, 
             pursuant to a legally enforceable agreement, 
             will suspend his elective deferrals and
             voluntary Employee contributions to the Plan and
             all other plans maintained by the Employer for
             at least twelve (12)  months after receipt of
             the hardship distribution; and

             (4)   The Plan,  and all other plans maintained
             by the Employer,  provide that the Participant
             may not make elective deferrals for the
             Participant's taxable year immediately following
             the taxable year of the hardship distribution in
             excess of the applicable limit under Code
             Section 402(g) for such next taxable year less
             the amount of such Participant's elective
             deferrals for the taxable year of the hardship
             distribution.

              (c)   Notwithstanding the above,  for Plan
      Years beginning after December 31,  1988, 
      distributions from the Participant's Elective Account
      pursuant to this Section shall be limited,  as of the
      date of distribution,  to the Participant's Elective
      Account as of the end of the last Plan Year ending
      before July 1, 1989, plus the total Participant's
      Deferred Compensation after such date,  reduced by the
      amount of any. previous distributions pursuant to this
      Section.

              (d)   Any distribution made pursuant to this
        Section shall be made in a manner which is consistent
        with and satisfies the provisions of Section 6.5, 
        including,  but not limited to,  all notice and
        consent requirements of Code Section 411(a)(11)  and
        the Regulations thereunder.

6.11   QUALIFIED DOMESTIC RELATIONS ORDER DISTRIBUTION

      All rights and benefits,  including elections, 
provided to a Participant in this Plan shall be subject to the
rights afforded to any "alternate payee" under a "qualified
domestic relations order." Furthermore,  a distribution to an
"alternate payee"  shall be permitted if such distribution is
authorized by a "qualified domestic relations order," even if the
affected Participant has not separated from service and has not
reached the "earliest retirement age" under the Plan.  For the
purposes of this Section,  "alternate payee,"  "qualified
domestic relations order" and "earliest retirement age" shall
have the meaning set forth under Code Section 414(p).

                        ARTICLE VII
                        TRUSTEE

7.1    BASIC RESPONSIBILITIES OF THE TRUSTEE

       The Trustee shall have the following categories of
responsibilities:                                                    '

              (a)   Consistent with the "funding policy and
      method" determined by the Employer,  to invest, 
      manage, and control the Plan assets subject,  however, 
      to the direction of an Investment Manager if the
      Trustee should appoint such manager as to all or a
      portion of the assets of the Plan;

           (b)   At the direction of the Administrator,  to
      pay benefits required under the Plan to be paid to
      Participants,  or,  in the event of their death,  to
      their Beneficiaries;

              (c)   To maintain records of receipts and
        disbursements and furnish to the Employer and/or
        Administrator for each Plan Year a written annual
        report per Section 7.7; and

             (a)     If there shall be more than one Trustee,
                     they shall act by a majority of their
                     number,  but may authorize one or more
                     of them to sign papers on their behalf.
             
7.2  INVESTMENT POWERS AND DUTIES OF THE TRUSTEE

              (a)   The Trustee shall invest and reinvest the
      Trust Fund to keep the Trust Fund invested without
      distinction between principal and income and in such
      securities or property,  real or personal, wherever
      situated,  as the Trustee shall deem advisable,
      including, but not limited to,  stocks,  common or
      preferred, bonds and other evidences of indebtedness or
      ownership,  and real estate or any interest therein.
      The Trustee shall at all times in making investments of
      the Trust Fund consider,  among other factors,  the
      short and long-term financial needs of the Plan on the
      basis of information furnished by the Employer.  In
      making such investments,  the Trustee shall not be
      restricted to securities or other property of the
      character expressly authorized by the applicable law
      for trust investments; however,  the Trustee shall give
      due regard to any limitations imposed by the Code or
      the Act so that at all times the Plan may qualify as a
      qualified Profit Sharing Plan and Trust.

           (b)   The Trustee may employ a bank or trust
      company pursuant to the terms of its usual and
      customary bank agency agreement, under which the duties
      of such bank or trust company shall be of a custodial,
      clerical and record-keeping nature.

7.3    OTHER POWERS OF THE TRUSTEE

      The Trustee,  in addition to all powers and authorities
under common law,  statutory authority,  including the Act,  and
other provisions of the Plan,  shall have the following powers
and authorities,  to be exercised in the Trustee's sole
discretion:

           (a)   To purchase,  or subscribe for,  any
      securities or other property and to retain the same. 
      In conjunction with the purchase of securities,  margin
      accounts may be opened and maintained;

              (a)To sell,  exchange,  convey,  transfer, 
      grant options to purchase, or otherwise dispose of any
      securities or other property held by the Trustee,  by
      private contract or at public auction. No person
      dealing with the Trustee shall be bound to see to the
      application of the purchase money or to inquire into
      the validity,  expediency,  or propriety of any such
      sale or other disposition,  with or without
      advertisement;
              (c)   To vote upon any stocks, bonds,  or other
      securities;  to give general or special proxies or
      powers of attorney with or without power of
      substitution;  to exercise any conversion privileges,
      subscription rights or other options,  and to make any
      payments incidental thereto;  to oppose,  or to consent
      to, or otherwise participate in,  corporate
      reorganizations or other changes affecting corporate
      securities,  and to delegate discretionary powers,  and
      to pay any assessments or charges in connection
      therewith; and generally to exercise any of the powers
      of an owner with respect to stocks,  bonds, 
      securities, or other property;
              
              (d)   To cause any securities or other property
      to be registered in the TrUstee's own name or in the
      name of one or more of the Trustee's nominees,  and to
      hold any investments in bearer form,  but the books and
      records of the Trustee shall at all times show that all
      such investments are part of the Trust Fund;

              (e)   To borrow or raise money for the purposes
        of the Plan in such amount,  and upon such terms and
        conditions,  as the Trustee shall deem advisable; and
        for any sum so borrowed,  to issue a promissory note
        as Trustee,  and to secure the repayment thereof by
        pledging all,  or any part,  of the Trust Fund; and
        no person lending money to the Trustee shall be bound
        to see to the application of the money lent or to
        inquire into the validity,  expediency,  or propriety
        of any borrowing;

              (f)   To keep such portion of the Trust Fund in
        cash or cash balances as the Trustee may,  from time
        to time,  deem to be in the best interests of the
        Plan, without liability for interest thereon;

              (g)   To accept and retain for such time as the
        Trustee may deem advisable any securities or other
        property received or acquired as Trustee hereunder,
        whether or not such securities or other property
        would normally be purchased as investments hereunder;

             (a)To make,  execute,  acknowledge,  and
        deliver any and all documents of transfer and
        conveyance and any and all other instruments that may
        be necessary or appropriate to carry out the powers
        herein granted;
             
             (i)   To settle,  compromise, or submit to
        arbitration any claims,  debts,  or damages due or
        owing to or from the Plan,  to commence or defend
        suits or legal or administrative proceedings,  and to
        represent the Plan in all suits and legal and
        administrative proceedings;

              (j)   To employ suitable agents and counsel and
        to pay their reasonable expenses and compensation, 
        and such agent or counsel may or may not be agent or
        counsel for the Employer;
              
              (k)   To apply for and procure from responsible
        insurance companies,  to be selected by the
        Administrator,  as an investment of the Trust Fund
        such annuity,  or other Contracts  (on the life of
        any Participant)  as the Administrator shall deem
        proper; to exercise,  at any time or from time to
        time, whatever rights and privileges may be granted
        under such annuity,  or other Contracts;  to collect, 
        receive,  and settle for the proceeds of all such
        annuity or other Contracts as and when entitled to do
        so under the provisions thereof;
              
              (1    To invest funds of the Trust in time
        deposits or savings accounts bearing a reasonable
        rate of interest in the Trustee's bank;
              
              (m)   To invest in Treasury Bills and other forms
        of United States government obligations;
              
              (n    To invest in shares of investment companies
        registered under the Investment Company Act of 1940;
              
              (0)   To sell, purchase and acquire put or call
        options if the options are traded on and purchased
        through a national securities exchange registered
        under the Securities Exchange Act of 1934,  as
        amended,  or,  if the options are not traded on a
        national securities exchange,  are guaranteed by a
        member firm of the New York Stock Exchange;
              
              (p)   To deposit moneys in federally insured
        savings accounts or certificates of deposit in banks
        or savings and loan associations;
              
              (q)   To pool all or any of the Trust Fund, 
        from time to time,  with assets belonging to any
        other qualified employee pension benefit trust
        created by the Employer or an affiliated company of
        the Employer,  and to commingle such assets and make
        joint or common investments and carry joint accounts
        on behalf of this Plan and such other trust or
        trusts,  allocating undivided shares or interests in
        such investments or accounts or any pooled assets of
        the two or more trusts in accordance with their
        respective interests;

              (a)To do all such acts and exercise all such
         rights and privileges,  although not specifically
         mentioned herein,  as the Trustee may deem necessary
         to carry out the purposes of the Plan.
              (a)         Directed Investment Account. The
                          powers granted to the Trustee shall
                          be exercised in the sole fiduciary
                          discretion of the Trustee. However, 
                          if Participants are so empowered by
                          the Administrator, each Participant
                          may direct the Trustee to separate
                          and keep separate all or a portion
                          of his account; and further each
                          Participant is authorized and
                          empowered,  in his sole and
                          absolute discretion,  to give
                          directions to the Trustee pursuant
                          to the procedure established by the
                          Administrator and in such form as
                          the Trustee may require concerning
                          the investment of the Participant's
                          Directed Investment Account. The
                          Trustee shall comply as promptly as
                          practicable with directions given
                          by the Participant hereunder. The
                          Trustee may refuse to comply with
                          any direction from the Participant
                          in the event the Trustee,  in its
                          sole and absolute discretion, 
                          deems such directions improper by
                          virtue of applicable law.  The
                          Trustee shall not be responsible or
                          liable for any loss or expense
                          which may result from the Trustee's
                          refusal or failure to comply with
                          any directions from the
                          Participant. Any costs and expenses
                          related to compliance with the
                          Participant's directions shall be
                          borne by the Participant's Directed
                          Investment Account.
              
7.4    LOANS TO PARTICIPANTS

             (a)The Trustee may,  in the Trustee's
        discretion, make loans to Participants and
        Beneficiaries under the following circumstances:
             
             (1)     loans shall be made available to all
                     Participants and Beneficiaries on a
                     reasonably equivalent basis;  (2)  loans
                     shall not be made available to Highly
                     Compensated Employees in an amount
                     greater than the amount made available
                     to other Participants and Beneficiaries; 
                     (3)  loans shall bear a reasonable rate
                     of interest;  (4)  loans shall be
                     adequately secured; and  (5)  shall
                     provide for repayment over a reasonable
                     period of time.

              (b)   Loans made pursuant to this Section 
      (when added to the outstanding balance of all other
      loans made by the Plan to the Participant)  shall be
      limited to the lesser of:

             (1)   $50,000 reduced by the excess  (if any) 
             of the highest outstanding balance of loans from
             the Plan to the Participant during the one year
             period ending on the day before the date on
             which such loan is made,  over the outstanding
             balance of loans from the Plan to the
             Participant on the date on which such loan was
             made,  or

             (2)   one-half  (1/2   of the present value of
             the non-forfeitable accrued benefit of the
             Participant under the Plan.

                For purposes of this limit,  all plans of the
      Employer shall be considered one plan.

              (c)   Loans shall provide for level
      amortization with payments to be made not less
      frequently than quarterly over a period not to exceed
      five  (5)  years. However,  loans used to acquire any
      dwelling unit which, within a reasonable time,  is to
      be used  (determined at the time the loan is made)  as
      a principal residence of the Participant shall provide
      for periodic repayment over a reasonable period of time
      that may exceed five (5)  years.

              (d)   Any loans granted or renewed on or after
        the last day of the first Plan Year beginning after
        December 31,  1988 shall be made pursuant to a
        Participant loan program.  Such loan program shall be
        established in writing and must include,  but need
        not be limited to,  the following:

            (1)   the identity of the person or positions
           authorized to administer the Participant loan
           program;

            (2)   a procedure for applying for loans;

                 (3)   the basis on which loans will be approved or denied;
             
            (4)   limitations,  if any, on the types and      
            amounts of loans offered;

             (5)   the procedure under the program for
             determining a reasonable rate of interest;

             (6)   the types of collateral which may secure a
             Participant loan; and

             (7)   the events constituting default and the
             steps that will be taken to preserve Plan
             assets.

                Such Participant loan program shall be
      contained in a separate written document which,  when
      properly executed,  is hereby incorporated by reference
      and made a part of the Plan.  Furthermore,  such
      Participant loan program may be modified or amended in
      writing from time to time without the necessity of
      amending this Section.

7.5    DUTIES OF THE TRUSTEE REGARDING PAYMENTS

      At the direction of the Administrator,  the Trustee
shall,  from time to time,  in accordance with the terms of the
Plan,  make payments out of the Trust Fund.  The Trustee shall
not be responsible in any way for the application of such
payments.

7.6    TRUSTEE'S COMPENSATION AND EXPENSES AND TAXES

      The Trustee shall be paid such reasonable compensation
as shall from time to time be agreed upon in writing by the
Employer and the Trustee.  An individual serving as Trustee who
already receives full-time pay from the Employer shall not
receive compensation from the Plan.  In addition,  the Trustee
shall be reimbursed for any reasonable expenses,  including
reasonable counsel fees incurred by it as Trustee.  Such
compensation and expenses shall be paid from the Trust Fund
unless paid or advanced by the Employer. All taxes of any kind
and all kinds whatsoever that may be levied or assessed under
existing or future laws upon,  or in respect of,  the Trust Fund
or the income thereof,  shall be paid from the Trust Fund.

7.7    ANNUAL REPORT OF THE TRUSTEE

      Within a reasonable period of time after the later of
the Anniversary Date or receipt of the Employer's contribution
for each Plan Year,  the Trustee shall furnish to the Employer
and Administrator a written statement of account with respect to
the Plan Year for which such contribution was made setting forth:
              (a)   the net income,  or loss,  of the Trust
       Fund;
              
              (b)   the gains,  or losses,  realized by the
        Trust Fund upon sales or other disposition of the
        assets;

              (c)   the increase,  or decrease,  in the value
        of the Trust Fund;

              (d)   all payments and distributions made from
        the Trust Fund; and

              (e)   such further information as the Trustee
        and/or Administrator deems appropriate.  The
        Employer, forthwith upon its receipt of each such
        statement of account,  shall acknowledge receipt
        thereof in writing and advise the Trustee and/or
        Administrator of its approval or disapproval thereof.
        Failure by the Employer to disapprove any such
        statement of account within thirty  (30)  days after
        its receipt thereof shall be deemed an approval
        thereof.  The approval by the Employer of any
        statement of account shall be binding as to all
        matters embraced therein as between the Employer and
        the Trustee to the same extent as if the account of
        the Trustee had been settled by judgment or decree in
        an action for a judicial settlement of its account in
        a court of competent jurisdiction in which the
        Trustee,  the Employer and all persons having or
        claiming an interest in the Plan were parties;
        provided,  however,  that nothing herein contained
        shall deprive the Trustee of its right to have its
        accounts judicially settled if the Trustee so
        desires.

7.8    AUDIT

              (a)   If an audit of the Plan's records shall
        be required by the Act and the regulations thereunder
        for any Plan Year,  the Administrator shall direct
        the Trustee to engage on behalf of all Participants
        an independent qualified public accountant for that
        purpose.  Such accountant shall,  after an audit of
        the books and records of the Plan in accordance with
        generally accepted auditing standards,  within a
        reasonable period after the close of the Plan Year,
        furnish to the Administrator and the Trustee a report
        of his audit setting forth his opinion as to whether
        any statements,  schedules or lists that are required
        by Act Section 103 or the Secretary of Labor to be
        filed with the Plan's annual report,  are presented
        fairly in conformity with generally accepted
        accounting principles applied consistently. All
        auditing and accounting fees shall be an expense of
        and may,  at the election of the Administrator, be
        paid from the Trust Fund.

              (b)   If some or all of the information
        necessary to enable the Administrator to comply with
        Act Section 103 is maintained by a bank,  insurance
        company,  or similar institution,  regulated and
        supervised and subject to periodic examination by a
        state or federal agency,  it shall transmit and
        certify the accuracy of that information to the
        Administrator as provided in Act Section 103(b) 
        within one hundred twenty  (120)  days after the end
        of the Plan Year or by such other date as may be
        prescribed under regulations of the Secretary of
        Labor.

7.9    RESIGNATION,  REMOVAL AND SUCCESSION OF TRUSTEE

                (a)   The Trustee may resign at any time by
        delivering to the Employer,  at least thirty  (30) 
        days before its effective date,  a written notice of
        his resignation.

                (b)   The Employer may remove the Trustee by
        mailing by registered or certified mail,  addressed
        to such Trustee at his last known address,  at least
        thirty (30)  days before its effective date,  a
        written notice of his removal.

              (c)   Upon the death,  resignation, 
        incapacity,  or removal of any Trustee, a successor
        may be appointed by the Employer; and such successor, 
        upon accepting such appointment in writing and
        delivering same to the Employer,  shall, without
        further act, become vested with all the estate, 
        rights,  powers,  discretions,  and duties of his
        predecessor with like respect as if he were
        originally named as a Trustee herein. Until such a
        successor is appointed,  the remaining Trustee or
        Trustees shall have full authority to act under the
        terms of the Plan.

              (d)   The Employer may designate one or more
        successors prior to the death,  resignation, 
        incapacity, or removal of a Trustee.  In the event a
        successor is so designated by the Employer and
        accepts such designation,  the successor shall,
        without further act, become vested with all the
        estate,  rights,  powers, discretions,  and duties of
        his predecessor with the like effect as if he were
        originally named as Trustee therein immediately upon
        the death,  resignation, incapacity, or removal of
        his predecessor.

              (e)   Whenever any Trustee hereunder ceases to
        serve as such,  he shall furnish to the Employer and
        Administrator a written statement of account with
        respect to the portion of the Plan Year during which
        he served as Trustee. This statement shall be either 
        (i)  included as part of the annual statement of
        account for the Plan Year required under Section 7.7
        or  (ii)  set forth in a special statement. Any such
        special statement of account should be rendered to
        the Employer no later than the due date of the annual
        statement of account for the Plan Year. The
        procedures set forth in Section 7.7 for the approval
        by the Employer of annual statements of account shall
        apply to any special statement of account rendered
        hereunder and approval by. the Employer of any such
        special statement in the manner provided in Section
        7.7 shall have the same effect upon the statement as
        the Employer's approval of an annual statement of
        account.  No successor to the Trustee shall have any
        duty or responsibility to investigate the acts or
        transactions of any predecessor who has rendered all
        statements of account required by Section 7.7 and
        this subparagraph.

7.10   TRANSFER OF INTEREST

      Notwithstanding any other provision contained in this
Plan,  the Trustee at the direction of the Administrator shall
transfer the Vested interest,  if any,  of such Participant in
his account to another trust forming part of a pension,  profit
sharing or stock bonus plan maintained by such Participant's new
employer and represented by said employer in writing as meeting
the requirements of Code Section 401(a),  provided that the trust
to which such transfers are made permits the transfer to be made.

   7.11   DIRECT ROLLOVER

             (a)This Section applies to distributions made
        on or after January 1,  1993.  Notwithstanding any
        provision of the Plan to the contrary that would
        otherwise limit a distributee's election under this
        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.
             
             (b)   For purposes of this Section the
        following definitions shall apply:

             (1)   An eligible rollover distribution is any
             distribution of all or any portion of the
             balance to the credit of the distributee, except
             that an eligible rollover distribution does not
             include: any distribution that is one of a
             series of substantially equal periodic payments 
             (not less frequently than annually)  made for
             the life  (or life expectancy)  of the
             distributee or the joint lives  (or joint life
             expectancies)  of the distributee and the
             distributee's designated beneficiary,  or for a
             specified period of ten years or more; any
             distribution to the extent such distribution is
             required under Code Section 401(a) (9); and the
             portion of any distribution that is not
             includible in gross income (determined without
             regard to the exclusion for net unrealized
             appreciation with respect to employer
             securities).

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

             (3)   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 Code Section 414(p),  are distributees with
             regard to the interest of the spouse or former
             spouse.

             (4)   A direct rollover is a payment by the plan
             to the eligible retirement plan specified by the
             distributee.

                         ARTICLE  VIII
             AMENDMENT,   TERMINATION  AND  MERGERS
                                
8.1    AMENDMENT

              (a)   The Employer shall have the right at any
      time to amend the Plan,  subject to the limitations of
      this Section. Any such amendment shall be adopted by
      formal action of the Employer's board of directors and
      executed by an officer authorized to act on behalf of
      the Employer. However,  any amendment which affects the
      rights, duties or responsibilities of the Trustee and
      Administrator may only be made with the Trustee's and
      Administrator's written consent. Any such amendment
      shall become effective as provided therein upon its
      execution. The Trustee shall not be required to execute
      any such amendment unless the Trust provisions
      contained herein are a part of the Plan and the
      amendment affects the duties of the Trustee hereunder.

           (b)   No amendment to the Plan shall be effective
      if it authorizes or permits any part of the Trust Fund
      (other than such part as is required to pay taxes and
      administration expenses)  to be used for or diverted to
      any purpose other than for the exclusive benefit of the
      Participants or their Beneficiaries or estates; or
      causes any reduction in the amount credited to the
      account of any Participant; or causes or permits any
      portion of the Trust Fund to revert to or become
      property of the Employer.

              (c)   Except as permitted by Regulations,  no
      Plan amendment or transaction having the effect of a
      Plan amendment  (such as a merger,  plan transfer or
      similar transaction)  shall be effective to the extent
      it eliminates or reduces any "Section 411(d) (6) 
      protected benefit" or adds or modifies conditions
      relating to' "Section 411(d) (6)  protected benefits"
      the result of which is a further restriction on such
      benefit unless such protected benefits are preserved
      with respect to benefits accrued as of the later of the
      adoption date or effective date of the amendment. 
      "Section 411(d)(6) protected benefits', are benefits
      described in Code Section 411(d)(6) (A)   early
      retirement benefits and retirement-type subsidies,  and
      optional forms of benefit.

8.2   TERMINATION

              (a)   The Employer shall have the right at any
      time to terminate the Plan by delivering to the Trustee
      and Administrator written notice of such termination.
      Upon any full or partial termination, all amounts
      credited to the affected Participants'  Combined
      Accounts shall become 100% Vested as provided in
      Section 6.4 and shall not thereafter be subject to
      forfeiture,  and all unallocated amounts shall be
      allocated to the accounts of all Participants in
      accordance with the provisions hereof.

              (b)   Upon the full termination of the Plan, 
      the Employer shall direct the distribution of the
      assets of the Trust Fund to Participants in a manner
      which is consistent with and satisfies the provisions
      of Section 6.5. Distributions to a Participant shall be
      made in cash or in property or through the purchase of
      irrevocable nontransferable deferred commitments from
      an insurer.  Except as permitted by Regulations,  the
      termination of the Plan shall not result in the
      reduction of "Section 411(d) (6)  protected benefits" 
      in accordance with Section 8.1(c).
              

8.3    MERGER OR CONSOLIDATION

      This Plan and Trust may be merged or consolidated with,
or its assets and/or liabilities may be transferred to any other
plan and trust only if the benefits which would be received by a
Participant of this Plan,  in the event of a termination of the
plan immediately after such transfer,  merger or consolidation,
are at least equal to the benefits the Participant would have
received if the Plan had terminated immediately before the
transfer,  merger or consolidation,  and such transfer,  merger
or consolidation does not otherwise result in the elimination or
reduction of any "Section 411(d)(6)  protected benefits" in
accordance with Section 8.1(c).

                          ARTICLE  IX
                         MISCELLANEOUS

9.1    PARTICIPANT'S RIGHTS

      This Plan shall not be deemed to constitute a contract
between the Employer and any Participant or to be a consideration
or an inducement for the employment of any Participant or
Employee. Nothing contained in this Plan shall be deemed to give
any Participant or Employee the right to be retained in the
service of the Employer or to interfere with the right of the
Employer to discharge any Participant or Employee at any time
regardless of the effect which such discharge shall have upon him
as a Participant of this Plan.

9.2    ALIENATION

              (a)   Subject to the exceptions provided below, 
      no. benefit which shall be payable out of the Trust
      Fund to any person  (including a Participant or his
      Beneficiary) shall be subject in any manner to
      anticipation, alienation,  sale,  transfer, 
      assignment,  pledge, encumbrance,  or charge,  and any
      attempt to anticipate, alienate,  sell,  transfer, 
      assign, pledge,  encumber,  or charge the same shall be
      void; and no such benefit shall in any manner be liable
      for,  or subject to,  the debts,  contracts, 
      liabilities,  engagements,  or torts of any such
      person,  nor shall it be subject to attachment or legal
      process for or against such person,  and the same shall
      not be recognized by the Trustee,  except to such
      extent as may be required by law.

           (b)   This provision shall not apply to the extent
      a Participant or Beneficiary is indebted to the Plan,
      as a result of a loan from the Plan. At the time a
      distribution is to be made to or for a Participant's or
      Beneficiary's benefit,  such proportion of the amount
      distributed as shall equal such loan indebtedness shall
      be paid by the Trustee to the Trustee or the
      Administrator,  at the direction of the Administrator,
      to apply against or discharge such loan indebtedness.
      Prior to making a payment,  however,  the Participant
      or Beneficiary must be given written notice by the
      Administrator that such loan indebtedness is to be so
      paid in whole or part from his Participant's Combined
      Account.  If the Participant or Beneficiary does not
      agree that the loan indebtedness is a valid claim
      against his Vested Participant's Combined Account,  he
      shall be entitled to a review of the validity of the
      claim in accordance with procedures provided in
      Sections 2.12 and 2.13.

           (c)   This provision shall not apply to a
      "qualified domestic relations order" defined in Code
      Section 414(p),  and those other domestic relations
      orders permitted to be so treated by the Administrator
      under the provisions of the Retirement Equity Act of
      1984. The Administrator shall establish a written
      procedure to determine the qualified status of domestic
      relations orders and to administer distributions under
      such qualified orders.  Further,  to the extent
      provided under a "qualified domestic relations order,"
      a former spouse of a Participant shall be treated as
      the spouse or surviving spouse for all purposes under
      the Plan.

91    CONSTRUCTION OF PLAN

      This Plan and Trust shall be construed and enforced'
according to the Act and the laws of the State of California,
other than its laws respecting choice of law,  to the extent not
preempted by the Act.

9.4    GENDER AND NUMBER

      Wherever any words are used herein in the masculine,
feminine or neuter gender,  they shall be construed as though
they were also used in another gender in all cases where they
would so apply,  and whenever any words are used herein in the
singular or plural form,  they shall be construed as though they
were also used in the other form in all cases where they would so
apply.

9.5    LEGAL ACTION

      In the event any claim,  suit,  or proceeding is
brought regarding the Trust and/or Plan established hereunder to
which the Trustee or the Administrator may be a party,  and such
claim, suit,  or proceeding is resolved in favor of the Trustee
or Administrator,  they shall be entitled to be reimbursed from
the Trust Fund for any and all costs,  attorney's fees,  and
other expenses pertaining thereto incurred by them for which they
shall have become liable.

9.6       PROHIBITION  AGAINST  DIVERSION  OF  FUNDS

              (a)   Except as provided below and otherwise
        specifically permitted by law,  it shall be
        impossible by operation of the Plan or of the Trust, 
        by termination of either, by power of revocation or
        amendment,  by the happening of any contingency,  by
        collateral arrangement or by any other means,  for
        any part of the corpus or income of any trust fund
        maintained pursuant to the Plan or any funds
        contributed thereto to be used for,  or diverted to,
        purposes other than the exclusive benefit of
        Participants,  Retired Participants,  or their
        Beneficiaries.

              (b)   In the event the Employer shall make an
        excessive contribution under a mistake of fact
        pursuant to Act Section 403(c) (2) (A),  the Employer
        may demand repayment of such excessive contribution
        at any time within one  (1)  year following the time
        of payment and the Trustees shall return such amount
        to the Employer within the one  (1)  year period. 
        Earnings of the Plan attributable to the excess
        contributions may not be returned to the Employer but
        any losses attributable thereto must reduce the
        amount so returned.

   9.7    BONDING
              
              Every Fiduciary,  except a bank or an insurance
 company, unless exempted by the Act and regulations thereunder, 
 shall be bonded in an amount not less than 10% of the amount of
 the funds such Fiduciary handles; provided,  however,  that the
 minimum bond shall be $1,000 and the maximum bond,  $500,000. 
 The amount of funds handled shall be determined at the
 beginning of each Plan Year by the amount of funds handled by
 such person,  group,  or class to be covered and their
 predecessors,  if any,  during the preceding Plan Year,  or if
 there is no preceding Plan Year,  then by the amount of the
 funds to be handled during the then current year.  The bond
 shall provide protection to the Plan against any loss by reason
 of acts of fraud or dishonesty by the Fiduciary alone or in
 connivance with others.  The surety shall be a corporate surety
 company  (as such term is used in Act Section 412(a) (2)),  and
 the bond shall be in a form approved by the Secretary of Labor.
 Notwithstanding anything in the Plan to the contrary,  the cost
 of such bonds shall be an expense of and may, at the election
 of the Administrator,  be paid from the Trust Fund or by the
 Employer.

9.8      EMPLOYER' S AND TRUSTEE'S PROTECTIVE CLAUSE

      Neither the Employer nor the Trustee, nor their
successors,  shall be responsible for the validity of any
Contract issued hereunder or for the failure on the part of the
insurer to make payments provided by any such Contract,  or for
the action of any person which may delay payment or render a
Contract null and void or unenforceable in whole or in part.

9.9    INSURER'S PROTECTIVE CLAUSE

      Any insurer who shall issue Contracts hereunder shall
not have any responsibility for the validity of this Plan or for
the tax or legal aspects of this Plan. The insurer shall be
protected and held harmless in acting in accordance with any
written direction of the Trustee,  and shall have no duty to see
to the application of any funds paid to the Trustee,  nor be
required to question any actions directed by the Trustee.
Regardless of any provision of this Plan,  the insurer shall not
be required to take or permit any action or allow any benefit or
privilege contrary to the terms of any Contract which it issues
hereunder,  or the rules of the insurer.

9.10   RECEIPT AND RELEASE FOR PAYMENTS

      Any payment to any Participant,  his legal
representative,  Beneficiary,  or to any guardian or committee
appointed for such Participant or Beneficiary in accordance with
the provisions of the Plan,  shall,  to the extent thereof,  be
in full satisfaction of all claims hereunder against the Trustee
and the Employer,  either of whom may require such Participant, 
legal representative,  Beneficiary,  guardian or committee,  as a
condition precedent to such payment,  to execute a receipt and
release thereof in such form as shall be determined by the
Trustee or Employer.

9.11   ACTION BY THE EMPLOYER

      Whenever the Employer under the terms of the Plan is
permitted or required to do or perform any act or matter or
thing,  it shall be done and performed by a person duly
authorized by its legally constituted authority.

9.12   NAMED FIDUCIARIES AND ALLOCATION OF RESPONSIBILITY

      The "named Fiduciaries" of this Plan are  (1)  the
Employer,  (2)  the Administrator and  (3)  the Trustee. The
named Fiduciaries shall have only those specific powers,  duties,
responsibilities,  and obligations as are specifically given them
under the Plan.  In general,  the Employer shall have the sole
responsibility for making the contributions provided for under
Section 4.1; and shall have the sole authority to appoint and
remove the Trustee and the Administrator;  to formulate the
Plan's "funding policy and method"; and to amend or terminate, 
in whole or in part,  the Plan.  The Administrator shall have the
sole responsibility for the administration of the Plan,  which
responsibility is specifically described in the Plan.  The
Trustee shall have the sole responsibility of management of the
assets held under the Trust,  except those assets,  the
management of which has been assigned to an Investment Manager,
who shall be solely responsible for the management of the assets
assigned to it,  all as specifically provided in the Plan.  Each
named Fiduciary warrants that any directions given,  information
furnished,  or action taken by it shall be in accordance with the
provisions of the Plan,  authorizing or providing for such
direction,  information or action.  Furthermore,  each named
Fiduciary may rely upon any such direction,  information or
action of another named Fiduciary as being proper under the Plan, 
and is not required under the Plan to inquire into the propriety
of any such direction,  information or action.  It is intended
under the Plan that each named Fiduciary shall be responsible for
the proper exercise of its own powers,  duties,  responsibilities
and obligations under the Plan. No named Fiduciary shall
guarantee the Trust Fund in any manner against investment loss or
depreciation in asset value.  Any person or group may serve in
more than one Fiduciary capacity.  In the furtherance of their
responsibilities hereunder,  the "named Fiduciaries"  shall be
empowered to interpret the Plan and Trust and to resolve
ambiguities,  inconsistencies and omissions,  which findings
shall be binding,  final and conclusive.

9.13   HEADINGS

      The headings and subheadings of this Plan have been
inserted for convenience of reference and are to be ignored in
any construction of the provisions hereof.

9.14  APPROVAL BY INTERNAL REVENUE SERVICE

           (a)   Notwithstanding anything herein to the
      contrary,  contributions to this Plan are conditioned
      upon the initial qualification of the Plan under Code
      Section 401.  If the Plan receives an adverse
      determination with respect to its initial
      qualification,  then the Plan may return such
      contributions to the Employer within one year after
      such determination, provided the application for the
      determination is made by the time prescribed by law for
      filing the Employer's return for the taxable year in
      which the Plan was adopted,  or such later date as the
      Secretary of the Treasury may prescribe.

           (b)   Notwithstanding any provisions to the
      contrary, except Sections 3.6,  3.7, and 4.1(f), any
      contribution by the Employer to the Trust Fund is
      conditioned upon the deductibility of the contribution
      by the Employer under the Code and,' to the extent any
      such deduction is disallowed,  the Employer may, within
      one  (1)  year following the disallowance of the
      deduction,  demand repayment of such disallowed
      contribution and the Trustee shall return such
      contribution within one  (1)  year following the
      disallowance. Earnings of the Plan attributable to the
      excess contribution may not be returned to the
      Employer, but any losses attributable thereto must
      reduce the amount so returned.

9.15   UNIFORMITY

      All provisions of this Plan shall be interpreted and
applied in a uniform,  nondiscriminatory manner.  In the event of
any conflict between the terms of this Plan and any Contract
purchased hereunder,  the Plan provisions shall control.

                           ARTICLE X
                    PARTICIPATING EMPLOYERS

10.1   ADOPTION BY OTHER EMPLOYERS

      Notwithstanding anything herein to the contrary,  with
the consent of the Employer and Trustee,  any other corporation
or entity,  whether an affiliate or subsidiary or not,  may adopt
this Plan and all of the provisions hereof,  and participate
herein and be known as a Participating Employer,  by a properly
executed document evidencing said intent and will of such
Participating Employer.

10.2  REQUIREMENTS OF PARTICIPATING EMPLOYERS

              (a)   Each such Participating Employer shall be
      required to use the same Trustee as provided in this
      Plan.

           (b)   The Trustee may,  but shall not be required
      to,  commingle,  hold and invest as one Trust Fund all
      contributions made by Participating Employers,  as well
      as all increments thereof. However,  the assets of the
      Plan shall,  on an ongoing basis,  be available to pay
      benefits to all Participants and Beneficiaries under
      the Plan without regard to the Employer or
      Participating Employer who contributed such assets.

              (c)   The transfer of any Participant from or
      to an Employer participating in this Plan, whether he
      be an Employee of the Employer or a Participating
      Employer,  shall not affect such Participant's rights
      under the Plan,  and all amounts credited to such
      Participant's Combined Account as well as his
      accumulated service time with the transferor or
      predecessor,  and his length of participation in the
      Plan,  shall continue to his credit.

           (d)   All rights and values forfeited by
      termination of employment shall inure only to the
      benefit of the Participants of the Employer or
      Participating Employer by which the forfeiting
      Participant was employed,  except if the Forfeiture is
      for an Employee whose Employer is an Affiliated
      Employer,  then said Forfeiture shall inure to the
      benefit of the Participants of those Employers who are
      Affiliated Employers.  Should an Employee of one
      ("First")  Employer be transferred to an associated
      ("Second")  Employer which is an Affiliated Employer,
      such transfer shall not cause his account balance
      (generated while an Employee of  "First" Employer)  in
      any manner,  or by any amount to be forfeited.  Such
      Employee's Participant Combined Account balance for all
      purposes of the Plan,  including length of service,
      shall be considered as though he had always been
      employed by the "Second" Employer and as such had
      received contributions,  forfeitures,  earnings or
      losses,  and appreciation or depreciation in value of
      assets totaling the amount so transferred.

            (e)   Any expenses of the Trust which are to be
      paid by the Employer or borne by the Trust Fund shall
      be paid by each Participating Employer in the same
      proportion that the total amount standing to the credit
      of all Participants employed by such Employer bears to
      the total standing to the credit of all Participants.

10.3   DESIGNATION OF AGENT

      Each Participating Employer shall be deemed to be a
party to this Plan; provided, however, that with respect to all
of its relations with the Trustee and Administrator for the
purpose of this Plan,  each Participating Employer shall be
deemed to have designated irrevocably the Employer as its agent.
Unless the context of the Plan clearly indicates the' contrary, 
the word "Employer" shall be deemed to include each Participating
Employer as related to its adoption of the Plan.

10.4   EMPLOYEE TRANSFERS

      It is anticipated that an Employee may be transferred
between Participating Employers,  and in the event of any such
transfer,  the Employee involved shall carry with him his
accumulated service and eligibility. No such transfer shall
effect a termination of employment hereunder,  and the
Participating Employer to which the Employee is transferred shall
thereupon become obligated hereunder with respect to such
Employee in the same manner as was the Participating Employer
from whom the Employee was transferred.

10.5   PARTICIPATING EMPLOYER'S CONTRIBUTION

      Any contribution subject to allocation during each Plan
Year shall be allocated only among those Participants of the
Employer or Participating Employer making the contribution,
except if the contribution is made by an Affiliated Employer,  in
which event such contribution shall be allocated among all
Participants of all Participating Employers who are Affiliated
Employers in accordance with the provisions of this Plan. On the
basis of the information furnished by the Administrator,  the
Trustee shall keep separate books and records concerning the
affairs of each Participating Employer hereunder and as to the
accounts and credits of the Employees of each Participating
Employer. The Trustee may,  but need not,  register Contracts so
as to evidence that a particular Participating Employer is the
interested Employer hereunder, but in the event of an Employee
transfer from one Participating Employer to another,  the
employing Employer shall immediately notify the Trustee thereof.

10.6   AMENDMENT

      Amendment of this Plan by the Employer at any time when
there shall be a Participating Employer hereunder shall only be
by the written action of each and every Participating Employer
and with the consent of the Trustee where such consent is
necessary in accordance with the terms of this Plan.

10.7   DISCONTINUANCE OF PARTICIPATION

      Any Participating Employer shall be permitted to
discontinue or revoke its participation in the Plan. At the time
of any such discontinuance or revocation,  satisfactory evidence
thereof and of any applicable conditions imposed shall be
delivered to the Trustee. The Trustee shall thereafter transfer,
deliver and assign Contracts and other Trust Fund assets
allocable to the Participants of such Participating Employer to
such new Trustee as shall have been designated by such
Participating Employer,  in the event that it has established a
separate pension plan for its Employees,  provided however,  that
no such transfer shall be made if the result is the elimination
or reduction of any "Section 411(d)(6)  protected benefits"  in
accordance with Section 8.1(c).  If no successor is designated,
the Trustee shall retain such assets for the Employees of said
Participating Employer pursuant to the provisions of Article VII
hereof.  In no such event shall any part of the corpus or income
of the Trust as it relates to such Participating Employer be used
for or diverted to purposes other than for the exclusive benefit
of the Employees of such Participating Employer.

10.8   ADMINISTRATOR'S AUTHORITY

      The Administrator shall have authority to make any and
all necessary rules or regulations,  binding upon all
'Participating Employers and all Participants,  to effectuate the
purpose of this Article.

             IN WITNESS WHEREOF,  this Plan has been executed the
day and year first above written.
                               
                               Saratoga National Bank
                               
                               
                               By ________________________
                               
                                                        
                                                             

 
                               
                               _____________________________
                               TRUSTEE
                                                                  



                                                             
                               
                               
                               _____________________________
                               TRUSTEE
                               
                                                                          
                               


                               
                               _____________________________
                               TRUSTEE
 

                          
                               
                               
                               
                               
                               
                               _____________________________
                               TRUSTEE
      
              CERTIFICATE OF CORPORATE RESOLUTION

      The undersigned Secretary of Saratoga National Bank
   (the Corporation)  hereby certifies that the following
resolutions were duly adopted by the board of directors of the
Corporation on
   June 23,  1995            ,  and that such resolutions have
not been modified or rescinded as of the date hereof:

      RESOLVED,  that the form of amended Profit Sharing Plan
and Trust effective July 1,  1995,  presented to this meeting is
hereby approved and adopted and that the proper officers of the
Corporation are hereby authorized and directed to execute and
deliver to the Trustee of the Plan one or more counterparts of
the Plan.

      RESOLVED,  that for purposes of the limitations on
contributions and benefits under the Plan,  prescribed by Section
415 of the Internal Revenue Code,  the "limitation year" shall be
the Plan Year.

      RESOLVED,  that not later than the due date  (including
extensions hereof)  of the Corporation's federal income tax
return for each of its fiscal years hereafter,  the Corporation
shall contribute to the Plan for each such fiscal year such
amount as shall be determined by the board of directors of the
Corporation and that the Treasurer of the Corporation is
authorized and directed to pay such contribution to the Trustee
of the Plan in cash or property and to designate to the Trustee
the year for which such contribution is made.

      RESOLVED,  that the proper officers of the Corporation
shall act as soon as possible to notify the employees of the
Corporation of the adoption of the Profit Sharing Plan by
delivering to each employee a copy of the summary description of
the Plan in the form of the Summary Plan Description presented to
this meeting,  which form is hereby approved.
      
      The undersigned further certifies that attached hereto
as Exhibits A,  B and C,  respectively,  are true copies of
Saratoga Bank Savings Plan as amended and restated,  Summary Plan
Description and Funding Policy and Method approved and adopted in
the foregoing resolutions. 
      
                                
                                
                                 
________________________________
Secretary

Date:  June 23, 1995                   SARATOGA BANK SAVINGS PLAN
                                
                   FUNDING POLICY AND METHOD
                                
      A pension benefit plan  (as defined in the Employee
Retirement Income Security Act of 1974)  has been adopted by the
company for the purpose of rewarding long and loyal service to
the company by providing to employees additional financial
security at retirement.  Incidental benefits are provided in the
case of disability,  death or other termination of employment.

      Since the principal purpose of the plan is to provide
benefits at normal retirement age,  the principal goal of the
investment of the funds in the plan should be both security and
long-term stability with moderate growth commensurate with the
anticipated retirement dates of participants.  Investments, 
other than "fixed dollar" investments,  should be included among
the plan's investments to prevent erosion by inflation.  However,
investments should be sufficiently liquid to enable the plan,  on
short notice,  to make some distributions in the event of the
death or disability of a participant.

                    SARATOGA BANK SAVINGS PLAN

          QUALIFIED DOMESTIC RELATIONS ORDER PROCEDURE

In the case of any Domestic Relations Order (DRO) received by
Saratoga Bank Savings Plan, its status under ERISA and the Internal
Revenue Code shall be determined under the following
procedures:

Promptly upon receiving a DRO, the Administrator will ( 1 ) refer'
the DRO, issued by the State Court of Jurisdiction, to legal counsel
for the Plan to render an opinion within 60 days (or such earlier
period as shall be provided by Treasury Regulations) as to whether
the DRO is a "qualified domestic relations order" as defined by
Section 206(d)(3)(B) of ERISA, and (2) notify the concerned
Participant and any other alternate payee of the receipt by the Plan
of the DRO and of this procedure.

Promptly upon receiving the determination made by the Plan's legal
counsel as to the status of the DRO, the concerned Participant and
each alternate payee (or any representative designated by an
alternate payee by written notice to the Administrator) shall be
furnished a copy of such determination. The notice of determination
shall state that the Administrator will commence any payments
currently due under the Plan to the person or persons entitled
thereto, depending on the Plan's legal counsel's determination as
to the "qualified" status of the DRO, after the expiration of a
period of 60 days commencing on the date of the mailing of the
notice unless prior thereto the Administrator receives notice of the
institution of legal proceedings disputing the determination. The
Administrator shall, as soon as practical after such 60 day period,
ascertain the dollar amount currently payable to each payee pursuant
to the Plan and DRO and, if the DRO is "qualified," disburse any
such amounts.

If there is a dispute as to the "qualified" status of a DRO, there
shall be a delay in making payments of the amounts currently due to
payees. In that event, the Administrator shall direct that the
amounts payable be held in a separate account within the Plan. If
within 18 months after the deferral the "DRO" is determined not to
be a valid "qualified domestic relations order," or the status of
the DRO has not been finally determined, amounts held in the Plan
(including earnings or losses thereon) shall be paid to the person
or persons who would have been entitled to such amounts if there had
been no DRO. Any determination thereafter that the DRO is a
"qualified domestic relations order" shall be applied prospectively
only.

An "alternate payee" includes any spouse, former spouse, child, or
other dependent of a Participant who is designated by the "qualified
domestic relations order" as having a right to receive all or a
portion of the benefits payable under the Plan with respect to the
concerned Participant.


                EXECUTED this ________day of  ________________,  19_____.


________________________  ______________________________
Witness                   Administrator

                   SARATOGA BANK SAVINGS PLAN
                                
                    PARTICIPANT LOAN PROGRAM
                                
Saratoga Bank Savings Plan permits loans to be made to Participants
and their beneficiaries. However. before any loan is made. Section
7.4 of the Plan requires that a written loan program be established
which sets forth the rules and guidelines for making Participant
loans. this document shall serve as the required written loan
program. In addition. the Administrator may use this document to
serve as. or supplement. any required notice of the loan program to
Participants and their beneficiaries. All references to Participants
in this loan program shall include Participants and their
Beneficiaries who are "parties in interest" as defined by Act
Section 3(14).

1. The Administrator of the Plan is authorized to administer the
Participant loan program. All applications for loans shall be made
by a Participant to the Administrator on forms which the
Administrator will make available for such purpose.

2. All loan applications shall be considered by the Administrator
within a reasonable time after the Participant makes formal
application. The Participant shall also be required to provide such
supporting information deemed necessary by the Administrator. This
may include a financial statement. tax returns and such other
financial information which the Administrator may consider necessary
and appropriate to determine whether a loan should be granted.
Furthermore, the Participant shall authorize the Administrator to
obtain a credit report on the Participant.

3. The Administrator shall determine whether a Participant qualifies
for a loan, applying such criteria as a commercial lender of funds
would apply in like circumstances with respect to the Participant.
Such criteria shall include. but need not be limited to, the
creditworthiness of the Participant and his general ability to repay
the loan, the period of time such Participant has been employed by
the Employer, whether adequate security has been provided for the
loan. and whether the Participant agrees, as a condition for
receiving the loan. to make repayments through direct. after-tax
payroll deduction.

4. With regard to any loan made pursuant to this program, the
following rule(s) and limitation(s) shall apply. in addition to such
other requirements set forth in the Plan:

        (i) No loan in an amount less than $1,000 shall be
        granted to any participant.

        (i)Loans shall become due and payable immediately
        following termination of employment.
        (iii) Participants are only allowed to have one loan
       outstanding at any one time.
        
        (iv) All loans made pursuant to this program shall be
       considered a directed investment from the account(s) of
       the Participant maintained under the Plan. As such. all
       payments of principal and interest made by the
       Participant shall be credited only to the account(s) of
       such Participant.

5. Any loan granted or renewed under this program shall bear a
reasonable rate of interest. In determining such rate of interest,
the Plan shall require a rate of return commensurate with the
prevailing interest rate charged on similar commercial loans under
like circumstances by persons in the business of lending money. Such
prevailing interest rate standard shall permit the Administrator to
consider factors pertaining to the opportunity for gain and risk of
loss that a professional lender would consider on a similar arms-length
transaction. such as the creditworthiness of the Participant
and the security given for the loan. Therefore, in establishing the
rate of interest. the Administrator shall conduct a reasonable and
prudent inquiry with professional lenders in the same geographic
locale where the Participant and Employer reside to determine such
prevailing interest rate for loans under like circumstances.

6. The plan shall require that adequate security be provided by the
Participant before a loan is granted. For this purpose, the Plan
shall consider a Participant's interest under the Plan to be
adequate security. However, in no event shall more than 50% of a
Participant's vested interest in the Plan (determined immediately
after origination of the loan) be used as security for the loan.
Generally. it shall be the policy of the Plan not to make loans
which require security other than the Participant's vested interest
in the Plan. However, if additional security is necessary to
adequately secure the loan, then the Administrator shall require
that such security be provided before the loan will be granted. For
this purpose. the Participant's principal residence may serve as
additional security, if permitted by State law.

7. Generally, a default shall occur upon the failure of a
Participant to timely remit payments under the loan when due. In
such event. the Trustee shall take such reasonable actions which a
prudent fiduciary in like circumstances would take to protect and
preserve Plan assets. including foreclosing on any collateral and
commencing such other legal action for collection which the Trustee
deems necessary and advisable. However, the Trustee shall not be
required to commence such actions immediately upon a default.
Instead. the Trustee may grant the Participant reasonable rights to
cure any default, provided such actions would constitute a prudent
and reasonable course of conduct for a professional lender in like
circumstances. In addition, if no risk of loss of principal or
income would result to the Plan. the Trustee may choose. in its
discretion, to defer enforcement proceedings. If the qualified
status of the Plan is not jeopardized. the Trustee and the
Administrator may treat a loan that has been defaulted upon and not
cured within a reasonable period of time as a deemed distribution
from the Plan.

1.    Upon satisfaction of the criteria established for granting a
      loan, the Administrator shall inform the Trustee that the
      Participant has qualified to receive a loan under the Plan's
      program. The Trustee shall review the determination made by
      the Administrator (including the prevailing interest rate
      which has been set for the loan) and. if it determines that
      such loan would be a prudent investment for the Plan. applying
      such fiduciary standards required by ERISA. the Trustee may
      grant the loan request. In making such determination. the
      Trustee may consider the liquidity of the Plan assets
      available for loans. The Trustee shall then require that the
      Participant execute all documents necessary to establish the
      loan. including a promissory note and such other documents
      which will provide the Plan with adequate security.

<PAGE>
Adopted this    19th  day of    June     , 19 95 This loan program
may be amended from time to time.

Employer:




__________________________
Mary Page Rourke



Trustees:




__________________________
Mary Page Rourke




__________________________
Barbara Resop




__________________________
Earl Lanna




__________________________
Richard Mount



Administrator:




__________________________
Mary Page Rourke