DOWNEY SAVINGS AND LOAN ASSOCIATION, F.A.
                     EMPLOYEES' RETIREMENT AND SAVINGS PLAN
                          (October 1, 1997 Restatement)


















             Fidelity Management Trust Company, its affiliates and employees may
             not  provide  you with legal or tax advice in  connection  with the
             execution of this document.  It should be reviewed by your attorney
             and/or accountant prior to execution.


                         CORPORATEplan for RETIREMENT
                                VOLUME SUBMITTER

                             PLAN DOCUMENT SYSTEMS


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                                TABLE OF CONTENTS


ARTICLE I
    DEFINITIONS

    1.1      - Plan Definitions
    1.2      - Interpretation

ARTICLE II
    SERVICE

    2.1      - Definitions
    2.2      - Crediting of Hours of Service
    2.3      - Crediting of Continuous Service
    2.4      - Eligibility Service
    2.5      - Vesting Service
    2.6      - Crediting of Service on Transfer or Amendment

ARTICLE III
    ELIGIBILITY

    3.1      - Eligibility
    3.2      - Transfers of Employment
    3.3      - Reemployment
    3.4      - Notification Concerning New Eligible Employees
    3.5      - Effect and Duration

ARTICLE IV
    TAX-DEFERRED CONTRIBUTIONS

    4.1      - Tax-Deferred Contributions
    4.2      - Amount of Tax-Deferred Contributions
    4.3      - Changes in Reduction Authorization
    4.4      - Suspension of Tax-Deferred Contributions
    4.5      - Resumption of Tax-Deferred Contributions
    4.6      - Delivery of Tax-Deferred Contributions
    4.7      - Vesting of Tax-Deferred Contributions

ARTICLE V
    AFTER-TAX AND ROLLOVER CONTRIBUTIONS

    5.1      - No After-Tax Contributions
    5.2      - Rollover Contributions
    5.3      - Vesting of Rollover Contributions

ARTICLE VI
    EMPLOYER CONTRIBUTIONS

    6.1      - Contribution Period
    6.2      - Profit-Sharing Contributions
    6.3      - Allocation of Profit-Sharing Contributions

                                      (i)

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    6.4      - Qualified Nonelective Contributions
    6.5      - Allocation of Qualified Nonelective Contributions
    6.6      - Matching Contributions
    6.7      - Allocation of Matching Contributions
    6.8      - Verification of Amount of Employer Contributions by the Sponsor
    6.9      - Payment of Employer Contributions
    6.10     - Eligibility to Participate in Allocation
    6.11     - Vesting of Employer Contributions
    6.12     - Election of Former Vesting Schedule
    6.13     - Forfeitures to Reduce Employer Contributions

ARTICLE VII
    LIMITATIONS ON CONTRIBUTIONS

    7.1      - Definitions
    7.2      - Code Section 402(g) Limit
    7.3      - Distribution of Excess Deferrals
    7.4      - Limitation on Tax-Deferred Contributions of Highly Compensated 
               Employees
    7.5      - Distribution of Excess Tax-Deferred Contributions
    7.6      - Limitation on Matching Contributions of Highly Compensated 
               Employees
    7.7      - Forfeiture or Distribution of Excess Contributions
    7.8      - Multiple Use Limitation
    7.9      - Determination of Income or Loss
    7.10     - Code Section 415 Limitations on Crediting of Contributions and 
               Forfeitures
    7.11     - Coverage Under Other Qualified Defined Contribution Plan
    7.12     - Coverage Under Qualified Defined Benefit Plan
    7.13     - Scope of Limitations

ARTICLE VIII
    TRUST FUNDS AND SEPARATE ACCOUNTS

    8.1        -  General Fund
    8.2        -  Investment Funds
    8.3        -  Loan Investment Fund
    8.4        -  Income on Trust
    8.5        -  Separate Accounts
    8.6        -  Sub-Accounts

ARTICLE IX
    LIFE INSURANCE CONTRACTS

    9.1        -  No Life Insurance Contracts

ARTICLE X
    DEPOSIT AND INVESTMENT OF CONTRIBUTIONS

    10.1       -  Future Contribution Investment Elections
    10.2       -  Deposit of Contributions
    10.3       -  Election to Transfer Between Funds


                                      (II)

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ARTICLE XI
    CREDITING AND VALUING SEPARATE ACCOUNTS

    11.1       -  Crediting Separate Accounts
    11.2       -  Valuing Separate Accounts
    11.3       -  Plan Valuation Procedures
    11.4       -  Finality of Determinations
    11.5       -  Notification

ARTICLE XII
    LOANS

    12.1       -  Application for Loan
    12.2       -  Reduction of Account Upon Distribution
    12.3       -  Requirements to Prevent a Taxable Distribution
    12.4       -  Administration of Loan Investment Fund
    12.5       -  Default
    12.6       -  Special Rules Applicable to Loans
    12.7       -  Loans Granted Prior to Amendment

ARTICLE XIII
    WITHDRAWALS WHILE EMPLOYED

    13.1       -  Withdrawals of Rollover Contributions
    13.2       -  Limitations on Withdrawals
    13.3       -  Order of Withdrawal from a Participant's SubAAccounts

ARTICLE XIV
    TERMINATION OF EMPLOYMENT AND SETTLEMENT DATE

    14.1       -  Termination of Employment and Settlement Date
    14.2       -  Separate Accounting for NonAVested Amounts
    14.3       -  Disposition of NonAVested Amounts
    14.4       -  Recrediting of Forfeited Amounts

ARTICLE XV
    DISTRIBUTIONS

    15.1       -  Distributions to Participants
    15.2       -  Distributions to Beneficiaries
    15.3       -  Cash Outs and Participant Consent
    15.4       -  Required Commencement of Distribution
    15.5       -  Reemployment of a Participant
    15.6       -  Restrictions on Alienation
    15.7       -  Facility of Payment
    15.8       -  Inability to Locate Payee
    15.9       -  Distribution Pursuant to Qualified Domestic Relations Orders

ARTICLE XVI
    FORM OF PAYMENT

    16.1       -  Normal Form of Payment
    16.2       -  Optional Form of Payment


                                     (iii)

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    16.3       -  Change of Option Election
    16.4       -  Direct Rollover
    16.5       -  Notice Regarding Forms of Payment
    16.6       -  Reemployment
    16.7       -  Distribution in the Form of Employer Stock
    16.8       -  Section 242(b)(2) Elections

ARTICLE XVII
    BENEFICIARIES

    17.1       -  Designation of Beneficiary
    17.2       -  Spousal Consent Requirements

ARTICLE XVIII
    ADMINISTRATION

    18.1       -  Authority of the Sponsor
    18.2       -  Action of the Sponsor
    18.3       -  Claims Review Procedure
    18.4       -  Qualified Domestic Relations Orders
    18.5       -  Indemnification
    18.6       -  Actions Binding

ARTICLE XIX
    AMENDMENT AND TERMINATION

    19.1       -  Amendment
    19.2       -  Limitation on Amendment
    19.3       -  Termination
    19.4       -  Reorganization
    19.5       -  Withdrawal of an Employer

ARTICLE XX
    ADOPTION BY OTHER ENTITIES

    20.1       -  Adoption by Related Companies
    20.2       -  Effective Plan Provisions

ARTICLE XXI
    MISCELLANEOUS PROVISIONS

    21.1       -  No Commitment as to Employment
    21.2       -  Benefits
    21.3       -  No Guarantees
    21.4       -  Expenses
    21.5       -  Precedent
    21.6       -  Duty to Furnish Information
    21.7       -  Withholding
    21.8       -  Merger, Consolidation, or Transfer of Plan Assets
    21.9       -  Back Pay Awards
    21.10      -  Condition on Employer Contributions
    21.11      -  Return of Contributions to an Employer
    21.12      -  Validity of Plan
    21.13      -  Trust Agreement


                                      (iv)

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    21.14      -  Parties Bound
    21.15      -  Application of Certain Plan Provisions
    21.16      -  Leased Employees
    21.17      -  Transferred Funds

ARTICLE XXII
    TOP-HEAVY PROVISIONS

    22.1       -  Definitions
    22.2       -  Applicability
    22.3       -  Minimum Employer Contribution
    22.4       -  Adjustments to Sectiony415 Limitations
    22.5       -  Accelerated Vesting

ARTICLE XXIII
    EFFECTIVE DATE

    23.1       -  Effective Date of Amendment and Restatement





                                      (v)

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                                    PREAMBLE


The Downey Savings and Loan Association,  F.A. Employees' Retirement and Savings
Plan, originally effective as of January 1, 1978, is hereby amended and restated
in its  entirety.  The Plan,  as amended  and  restated  hereby,  is intended to
qualify as a profit-sharing  plan under Section 401(a) of the Code, and includes
a cash or deferred  arrangement that is intended to qualify under Section 401(k)
of the Code.  The Plan is  maintained  for the  exclusive  benefit  of  eligible
employees and their beneficiaries.

Notwithstanding any other provision of the Plan to the contrary, a Participant's
vested  interest  in his  Separate  Account  under  the  Plan on and  after  the
effective  date of this  amendment  and  restatement  shall be not less than his
vested  interest in his account on the day  immediately  preceding the effective
date.  In  addition,  notwithstanding  any  other  provision  of the Plan to the
contrary,  the forms of payment and other Plan  provisions  that were  available
under  the Plan  immediately  prior to the later of the  effective  date of this
amendment and  restatement or the date this amendment and restatement is adopted
and  that may not be  eliminated  under  Section  411(d)(6)  of the  Code  shall
continue to be available to  Participants  who had an account  under the Plan on
the day  immediately  preceding the later of the effective date or the date this
amendment and restatement is adopted.




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                                    ARTICLE I
                                   DEFINITIONS


1.1  - PLAN DEFINITIONS

As used herein,  the following  words and phrases have the meanings  hereinafter
set forth, unless a different meaning is plainly required by the context:

The  "ADMINISTRATOR"  means the Sponsor  unless the Sponsor  designates  another
person or persons to act as such.

An "AFTER-TAX  CONTRIBUTION" means any after-tax employee contribution made by a
Participant as may be permitted under Article V.

The  "BENEFICIARY"  of a Participant  means the person or persons entitled under
the  provisions of the Plan to receive  distribution  hereunder in the event the
Participant dies before receiving  distribution of his entire interest under the
Plan.

The "CODE"  means the  Internal  Revenue  Code of 1986,  as amended from time to
time.  Reference  to a  section  of the  Code  includes  such  section  and  any
comparable   section  or  sections  of  any  future   legislation  that  amends,
supplements, or supersedes such section.

The "COMPENSATION" of a Participant for any period means the wages as defined in
Section 3401(a) of the Code,  determined  without regard to any rules that limit
compensation included in wages based on the nature or location of the employment
or services  performed,  and all other  payments made to him for such period for
services  as an  Employee  for which his  Employer  is  required  to furnish the
Participant a written statement under Sections 6041(d),  6051(a)(3), and 6052 of
the Code,  and  excluding  reimbursements  or other expense  allowances,  fringe
benefits,  moving expenses,  deferred  compensation,  and welfare benefits,  but
determined  prior to any  exclusions  for amounts  deferred  under  Section 125,
402(e)(3),   402(h)(1)(B),  403(b),  or  457(b)  of  the  Code  or  for  certain
contributions  described in Section  414(h)(2) of the Code that are picked up by
the employing unit and treated as employer contributions.

Notwithstanding the foregoing, Compensation shall not include the following:

     o    Compensation  in excess of  $80,000  for  non-management  commissioned
          Employees.
     o    prizes or gifts.



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In no event, however, shall the Compensation of a Participant taken into account
under the Plan for any Plan Year exceed (1)  $200,000  for Plan Years  beginning
prior to January 1, 1994,  or (2) $150,000 for Plan Years  beginning on or after
January  1,  1994  (subject  to  adjustment  annually  as  provided  in  Section
401(a)(17)(B) and Section 415(d) of the Code; provided, however, that the dollar
increase in effect on January 1 of any calendar  year,  if any, is effective for
Plan  Years  beginning  in  such  calendar  year).  If  the  Compensation  of  a
Participant  is  determined  over a period of time that  contains  fewer than 12
calendar months, then the annual compensation  limitation  described above shall
be  adjusted  with  respect  to  that  Participant  by  multiplying  the  annual
compensation  limitation in effect for the Plan Year by a fraction the numerator
of which is the number of full months in the period and the denominator of which
is 12; provided, however, that no proration is required for a Participant who is
covered  under  the Plan for less than one full  Plan  Year if the  formula  for
allocations  is based on  Compensation  for a period of at least 12  months.  In
determining the Compensation,  for purposes of applying the annual  compensation
limitation  described  above,  of a  Participant  who is a five percent owner or
among the ten Highly Compensated  Employees receiving the greatest  Compensation
for the Plan  Year,  the  Compensation  of the  Participant's  spouse and of his
lineal descendants who have not attained age 19 as of the close of the Plan Year
shall be included as  Compensation of the Participant for the Plan Year. If as a
result of  applying  the family  aggregation  rule  described  in the  preceding
sentence the annual  compensation  limitation would be exceeded,  the limitation
shall be  prorated  among the  affected  family  members in  proportion  to each
member's   Compensation  as  determined  prior  to  application  of  the  family
aggregation rules.

A  "CONTRIBUTION  PERIOD"  means the  period  specified  in Article VI for which
Employer Contributions shall be made.

An  "ELIGIBLE   EMPLOYEE"  means  any  Employee  who  has  met  the  eligibility
requirements of Article III to have Tax-Deferred  Contributions made to the Plan
on his behalf.

The "ELIGIBILITY  SERVICE" of an employee means the period or periods of service
credited to him under the  provisions of Article II for purposes of  determining
his  eligibility to participate in the Plan as may be required under Article III
or Article VI.

An "EMPLOYEE"  means any employee of an Employer  other than (i) an employee who
is covered by a collective  bargaining  agreement,  (ii) a nonresident alien who
does not receive United States



                                       3
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source income,  (iii) a leased employee,  or (iv) an employee within the meaning
of Internal Revenue Code Section 401(c)(3).

An "EMPLOYER" means the Sponsor and any entity which has adopted the Plan as may
be provided under Article XX,  including  Downey  Financial  Corp.,  Downey Auto
Finance Corp., DSL Service Company, and Downey Affiliated Insurance Agency.

An  "EMPLOYER   CONTRIBUTION"  means  the  amount,  if  any,  that  an  Employer
contributes to the Plan as may be provided under Article VI or Article XXII.

An "ENROLLMENT DATE" means the first day of each Plan Year quarter.

"ERISA" means the Employee  Retirement  Income  Security Act of 1974, as amended
from time to time. Reference to a section of ERISA includes such section and any
comparable   section  or  sections  of  any  future   legislation  that  amends,
supplements, or supersedes such section.

The "GENERAL  FUND" means a Trust Fund  maintained by the Trustee as required to
hold and  administer  any assets of the Trust that are not  allocated  among any
separate Investment Funds as may be provided in the Plan or the Trust Agreement.
No General  Fund shall be  maintained  if all assets of the Trust are  allocated
among separate Investment Funds.

A "HIGHLY  COMPENSATED  EMPLOYEE"  means an Employee or former Employee who is a
highly  compensated  active  employee or highly  compensated  former employee as
defined hereunder.

A "highly  compensated  active  employee"  includes  any  Employee  who performs
services for an Employer  during the  determination  year and who (i) was a five
percent owner at any time during the  determination  year or the look back year,
(ii) received  compensation from an Employer during the look back year in excess
of $75,000  (subject  to  adjustment  annually  at the same time and in the same
manner as under Section 415(d) of the Code),  (iii) was in the top paid group of
employees  for the look back year and  received  compensation  from an  Employer
during the look back year in excess of $50,000  (subject to adjustment  annually
at the same time and in the same  manner as under  Section  415(d) of the Code),
(iv) was an  officer  of an  Employer  during  the look back  year and  received
compensation  during that year in excess of 50 percent of the dollar  limitation
in effect for that year under Section 415(b)(1)(A) of the Code or, if no officer
received  compensation  in excess of that  amount  for the look back year or the
determination year, received the greatest compensation for the look back year of
any officer, or (v) was one of the 100



                                       4
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employees paid the greatest  compensation  by an Employer for the  determination
year  and  would  be  described  in  (ii),  (iii),  or (iv)  above  if the  term
"determination year" were substituted for "look back year".

A "highly  compensated former employee" includes any Employee who separated from
service  from an  Employer  and all  Related  Companies  (or is  deemed  to have
separated from service from an Employer and all Related  Companies) prior to the
determination   year,   performed  no  services  for  an  Employer   during  the
determination  year, and was a highly compensated active employee for either the
separation  year or any  determination  year  ending  on or  after  the date the
Employee attains age 55.

The determination of who is a Highly Compensated  Employee hereunder,  including
determinations as to the number and identity of employees in the top paid group,
the 100 employees  receiving  the greatest  compensation  from an Employer,  the
number of employees treated as officers, and the compensation considered,  shall
be made in  accordance  with the  provisions  of Section  414(q) of the Code and
regulations  issued thereunder.  For purposes of this definition,  the following
terms have the following meanings:

(a)  The "determination year" means the Plan Year or, if the Administrator makes
     the election  provided in paragraph (b) below,  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 12 months  long,  the dollar  amounts  specified in
     (ii),  (iii),  and (iv) above  shall be  prorated  based upon the number of
     months in the lag period.

(b)  The "look back year" means the 12-month  period  immediately  preceding the
     determination  year;  provided,  however,  that the Administrator may elect
     instead to treat the calendar year ending with or within the  determination
     year as the "look back year".

An "HOUR OF SERVICE"  with respect to a person means each hour, if any, that may
be credited to him in accordance with the provisions of Article II.

An "INVESTMENT FUND" means any separate  investment Trust Fund maintained by the
Trustee as may be provided in the Plan or the Trust  Agreement  or any  separate
investment  fund  maintained  by the  Trustee,  to the  extent  that  there  are
Participant  Sub-Accounts  under such funds, to which assets of the Trust may be
allocated and separately invested.




                                       5
<PAGE>


A "MATCHING  CONTRIBUTION"  means any Employer  Contribution made to the Plan on
account of a Participant's Tax-Deferred Contributions as provided in Article VI.

The "NORMAL RETIREMENT DATE" of an employee means the date he attains age 65.

A "PARTICIPANT" means any person who has a Separate Account in the Trust.

The "PLAN" means Downey Savings and Loan Association, F.A. Employees' Retirement
and Savings Plan, as from time to time in effect.

A "PLAN YEAR" means the 12-consecutive-month period ending on December 31.

A "PROFIT-SHARING CONTRIBUTION" means any Employer Contribution made to the Plan
as provided in Article  VI,  other than  Matching  Contributions  and  Qualified
Nonelective Contributions.

A "QUALIFIED  NONELECTIVE  CONTRIBUTION" means any Employer Contribution made to
the Plan as provided in Article VI that may be taken into account to satisfy the
limitations on contributions by Highly Compensated Employees under Article VII.

A "RELATED  COMPANY" means any corporation or business,  other than an Employer,
which would be aggregated with an Employer for a relevant  purpose under Section
414 of the Code.

A "ROLLOVER  CONTRIBUTION" means any rollover contribution to the Plan made by a
Participant as may be permitted under Article V.

A "SEPARATE  ACCOUNT" means the account maintained by the Trustee in the name of
a  Participant  that  reflects  his  interest in the Trust and any  Sub-Accounts
maintained thereunder, as provided in Article VIII.

The "SETTLEMENT  DATE" of a Participant  means the date on which a Participant's
interest under the Plan becomes distributable in accordance with Article XV.

The "SPONSOR" means Downey Savings and Loan Association, F.A., and any successor
thereto.

A  "SUB-ACCOUNT"  means any of the individual  sub-accounts  of a  Participant's
Separate Account that is maintained as provided in Article VIII.




                                       6
<PAGE>


A  "TAX-DEFERRED  CONTRIBUTION"  means the amount  contributed  to the Plan on a
Participant's   behalf  by  his  Employer  in  accordance   with  his  reduction
authorization executed pursuant to Article IV.

The "TRUST" means the trust maintained by the Trustee under the Trust Agreement.

The "TRUST  AGREEMENT" means the agreement  entered into between the Sponsor and
the Trustee relating to the holding,  investment, and reinvestment of the assets
of the Plan, together with all amendments thereto.

The "TRUSTEE" means the trustee or any successor trustee which at the time shall
be designated,  qualified, and acting under the Trust Agreement. The Sponsor may
designate   a  person  or  persons   other  than  the  Trustee  to  perform  any
responsibility   of  the   Trustee   under  the   Plan,   other   than   trustee
responsibilities as defined in Section 405(c)(3) of ERISA, and the Trustee shall
not be  liable  for  the  performance  of  such  person  in  carrying  out  such
responsibility  except as otherwise  provided by ERISA.  The term Trustee  shall
include any delegate of the Trustee as may be provided in the Trust Agreement.

A "TRUST FUND" means any fund maintained under the Trust by the Trustee.

A  "VALUATION  DATE"  means  the date or dates  designated  by the  Sponsor  and
communicated  in writing to the  Trustee  for the purpose of valuing the General
Fund and each Investment Fund and adjusting  Separate  Accounts and Sub-Accounts
hereunder,  which dates need not be uniform  with  respect to the General  Fund,
each Investment Fund, Separate Account, or Sub-Account;  provided, however, that
the  General  Fund and each  Investment  Fund shall be valued and each  Separate
Account and Sub-Account shall be adjusted no less often than once annually.

The  "VESTING  SERVICE"  of an  employee  means the period or periods of service
credited to him under the  provisions of Article II for purposes of  determining
his vested  interest  in his  Employer  Contributions  Sub-Account,  if Employer
Contributions are provided for under either Article VI or Article XXII.

1.2  - INTERPRETATION

Where required by the context,  the noun, verb,  adjective,  and adverb forms of
each defined term shall  include any of its other forms.  Wherever  used herein,
the masculine pronoun shall include the feminine, the singular shall include the
plural, and the plural shall include the singular.


                                       7
<PAGE>


                                   ARTICLE II
                                     SERVICE


2.1  - DEFINITIONS

For purposes of this Article, the following terms have the following meanings:

(a)  The "continuous  service" of an employee means the service  credited to him
     in accordance with the provisions of Section 2.3 of the Plan.

(b)  The "employment  commencement  date" of an employee means the date he first
     completes an Hour of Service.

(c)  A  "maternity/paternity  absence" means a person's  absence from employment
     with an Employer or a Related  Company  because of the person's  pregnancy,
     the birth of the person's  child,  the placement of a child with the person
     in connection  with the person's  adoption of the child,  or the caring for
     the person's child immediately  following the child's birth or adoption.  A
     person's    absence   from    employment   will   not   be   considered   a
     maternity/paternity  absence unless the person furnishes the  Administrator
     such timely information as may reasonably be required to establish that the
     absence was for one of the purposes  enumerated  in this  paragraph  and to
     establish the number of days of absence attributable to such purpose.

(d)  The  "reemployment  commencement  date" of an employee means the first date
     following a severance date on which he again completes an Hour of Service.

(e)  The  "severance  date" of an employee  means the earlier of (i) the date on
     which he retires,  dies, or his employment with an Employer and all Related
     Companies is otherwise  terminated,  or (ii) the first  anniversary  of the
     first date of a period during which he is absent from work with an Employer
     and all Related Companies for any other reason; provided,  however, that if
     he terminates  employment  with or is absent from work with an Employer and
     all Related  Companies  on account of service  with the armed forces of the
     United  States,  he shall not incur a severance  date if he is eligible for
     reemployment   rights  under  the   Uniformed   Services   Employment   and
     Reemployment  Rights Act of 1994 and he returns to work with an Employer or
     a  Related   Company  within  the  period  during  which  he  retains  such
     reemployment rights.




                                       8
<PAGE>


2.2  - CREDITING OF HOURS OF SERVICE

A person shall be credited with an Hour of Service for each hour for which he is
paid, or entitled to payment,  for the  performance of duties for an Employer or
any Related Company.

2.3  - CREDITING OF CONTINUOUS SERVICE

A person  shall be credited  with  continuous  service for the  aggregate of the
periods of time between his  employment  commencement  date or any  reemployment
commencement  date and the  severance  date that next  follows  such  employment
commencement date or reemployment commencement date; provided,  however, that an
employee    who   has   a    reemployment    commencement    date   within   the
12-consecutive-month  period  following  the  earlier  of the first  date of his
absence or his severance date shall be credited with continuous  service for the
period between such severance date and reemployment commencement date.

2.4  - ELIGIBILITY SERVICE

An employee shall be credited with  Eligibility  Service equal to his continuous
service.

2.5  - VESTING SERVICE

Years of Vesting  Service shall be  determined in accordance  with the following
provisions:

(a)  An employee  shall be credited  with years of Vesting  Service equal to his
     period of continuous service.

(b)  Notwithstanding   the  provisions  of  paragraph  (a),  continuous  service
     completed by an employee prior to a severance date shall not be included in
     determining the employee's years of Vesting Service unless the employee had
     a nonforfeitable  right to any portion of his Separate  Account,  excluding
     that  portion of his  Separate  Account  that is  attributable  to Rollover
     Contributions,  as of the severance date, or the period of time between the
     severance  date and his  reemployment  commencement  date is less  than the
     greater of five years or his period of continuous  service determined as of
     the  severance  date;  and provided,  however,  that solely for purposes of
     applying this paragraph,  if a person is on a  maternity/paternity  absence
     beyond  the  first  anniversary  of the  first  day of  such  absence,  his
     severance  date  shall be the second  anniversary  of the first day of such
     maternity/paternity absence.


                                       9
<PAGE>


2.6  - CREDITING OF SERVICE ON TRANSFER OR AMENDMENT

Notwithstanding any other provision of the Plan to the contrary,  if an Employee
is transferred  from employment  covered under a qualified plan maintained by an
Employer or a Related  Company for which  service is credited  based on Hours of
Service  and  computation   periods  in  accordance  with  Department  of  Labor
Regulations  Section 2530.200  through 2530.203 to employment  covered under the
Plan or, prior to  amendment,  the Plan provided for crediting of service on the
basis of Hours of Service and computation periods, an affected Employee shall be
credited with Eligibility Service and Vesting Service hereunder equal to:

(a)  the Employee's  years of service credited to him under the Hours of Service
     method before the computation period in which the transfer or the effective
     date of the amendment occurs, plus

(b)  the  greater  of (i) the period of service  that would be  credited  to the
     Employee  under  the  elapsed  time  method  provided   hereunder  for  his
     employment  during the entire  computation  period in which the transfer or
     the effective  date of the amendment  occurs or (ii) the service taken into
     account under the Hours of Service method for such computation period as of
     the transfer date or the effective date of the amendment, plus

(c)  the  service  credited  to such  Employee  under the  elapsed  time  method
     provided  hereunder  for the period of time  beginning on the day after the
     last day of the  computation  period in which the transfer or the effective
     date of the amendment occurs.


                                       10
<PAGE>


                                   ARTICLE III
                                   ELIGIBILITY


3.1  - ELIGIBILITY

Each Employee who was an Eligible  Employee  immediately  prior to the effective
date  of  this  amendment  and  restatement  shall  continue  to be an  Eligible
Employee.  Each other  Employee  shall  become an  Eligible  Employee  as of the
Enrollment  Date coinciding with or next following the date on which he has both
attained age 21 and completed one year of Eligibility Service.

3.2  - TRANSFERS OF EMPLOYMENT

If a person is transferred  directly from  employment with an Employer or with a
Related  Company in a capacity  other than as an  Employee to  employment  as an
Employee,  he  shall  become  an  Eligible  Employee  as of  the  date  he is so
transferred  if prior to an Enrollment  Date  coinciding  with or preceding such
transfer date he has met the eligibility requirements of Section 3.1. Otherwise,
the eligibility of a person who is so transferred to elect to have  Tax-Deferred
Contributions  made to the Plan on his behalf shall be  determined in accordance
with Section 3.1.

3.3  - REEMPLOYMENT

If a person who terminated employment with an Employer and all Related Companies
is  reemployed as an Employee and if he had been an Eligible  Employee  prior to
his termination of employment, he shall again become an Eligible Employee on the
date he is  reemployed.  Otherwise,  the  eligibility of a person who terminated
employment  with an Employer and all Related  Companies and who is reemployed by
an Employer  or a Related  Company to elect to have  Tax-Deferred  Contributions
made to the Plan on his behalf shall be determined  in  accordance  with Section
3.1 or 3.2.

3.4  - NOTIFICATION CONCERNING NEW ELIGIBLE EMPLOYEES

Each Employer shall notify the Administrator as soon as practicable of Employees
becoming Eligible Employees as of any date.

3.5  - EFFECT AND DURATION

Upon becoming an Eligible  Employee,  an Employee  shall be entitled to elect to
have  Tax-Deferred  Contributions  made to the Plan on his  behalf  and shall be
bound by all the terms and  conditions  of the Plan and the Trust  Agreement.  A
person  shall  continue as an Eligible  Employee  eligible to have  Tax-Deferred
Contributions



                                       11
<PAGE>


made to the Plan on his behalf  only so long as he  continues  employment  as an
Employee.


                                       12
<PAGE>


                                   ARTICLE IV
                           TAX-DEFERRED CONTRIBUTIONS


4.1  - TAX-DEFERRED CONTRIBUTIONS

Effective  as of the date he becomes an  Eligible  Employee,  or any  subsequent
Enrollment Date, each Eligible  Employee may elect in writing in accordance with
rules prescribed by the Administrator to have Tax-Deferred Contributions made to
the Plan on his behalf by his  Employer  as  hereinafter  provided.  An Eligible
Employee's  written election shall include his authorization for his Employer to
reduce his Compensation and to make Tax-Deferred Contributions on his behalf and
his  election as to the  investment  of his  contributions  in  accordance  with
Article X.  Tax-Deferred  Contributions on behalf of an Eligible  Employee shall
commence  with the first  payment of  Compensation  made on or after the date on
which his election is effective.

4.2  - AMOUNT OF TAX-DEFERRED CONTRIBUTIONS

The amount of Tax-Deferred  Contributions to be made to the Plan on behalf of an
Eligible  Employee  by his  Employer  shall  be an  integral  percentage  of his
Compensation  of not less than 1 percent nor more than 15 percent.  In the event
an Eligible Employee elects to have his Employer make Tax-Deferred Contributions
on his behalf,  his Compensation shall be reduced for each payroll period by the
percentage he elects to have contributed on his behalf to the Plan in accordance
with the terms of his currently effective reduction authorization.

4.3  - CHANGES IN REDUCTION AUTHORIZATION

An Eligible  Employee may change the percentage of his future  Compensation that
his Employer  contributes on his behalf as  Tax-Deferred  Contributions  at such
time or times during the Plan Year as the  Administrator may prescribe by filing
an amended reduction  authorization  with his Employer such number of days prior
to the date such  change  is to  become  effective  as the  Administrator  shall
prescribe. An Eligible Employee who changes his reduction authorization shall be
limited  to  selecting  a  percentage  of his  Compensation  that  is  otherwise
permitted hereunder.  Tax-Deferred Contributions shall be made on behalf of such
Eligible   Employee  by  his   Employer   pursuant  to  his  amended   reduction
authorization filed in accordance with this Section commencing with Compensation
paid to the  Eligible  Employee on or after the date such  filing is  effective,
until otherwise altered or terminated in accordance with the Plan.




                                       13
<PAGE>


4.4  - SUSPENSION OF TAX-DEFERRED CONTRIBUTIONS

An Eligible Employee on whose behalf  Tax-Deferred  Contributions are being made
may have such contributions  suspended at any time by giving such number of days
advance written notice to his Employer as the Administrator shall prescribe. Any
such voluntary suspension shall take effect commencing with Compensation paid to
such Eligible  Employee on or after the expiration of the required notice period
and shall  remain in effect  until  Tax-Deferred  Contributions  are  resumed as
hereinafter set forth.

4.5  - RESUMPTION OF TAX-DEFERRED CONTRIBUTIONS

An  Eligible   Employee  who  has   voluntarily   suspended   his   Tax-Deferred
Contributions may have such  contributions  resumed at such time or times during
the Plan Year as the  Administrator  may  prescribe,  by filing a new  reduction
authorization  with his  Employer  such  number of days  prior to the date as of
which such contributions are to be resumed as the Administrator shall prescribe.

4.6  - DELIVERY OF TAX-DEFERRED CONTRIBUTIONS

As soon after the date an amount  would  otherwise  be paid to an Employee as it
can reasonably be separated from Employer  assets,  each Employer shall cause to
be delivered to the Trustee in cash all Tax-Deferred  Contributions attributable
to such amounts.

4.7  - VESTING OF TAX-DEFERRED CONTRIBUTIONS

A Participant's  vested interest in his Tax-Deferred  Contributions  Sub-Account
shall be at all times 100 percent.


                                       14
<PAGE>


                                    ARTICLE V
                      AFTER-TAX AND ROLLOVER CONTRIBUTIONS


5.1  - NO AFTER-TAX CONTRIBUTIONS

There shall be no After-Tax Contributions made to the Plan.

5.2  - ROLLOVER CONTRIBUTIONS

An Employee who was a participant in a plan  qualified  under Section 401 or 403
of the Code and who receives a cash  distribution  from such plan that he elects
either (i) to roll over  immediately to a qualified  retirement  plan or (ii) to
roll over into a conduit IRA from which he  receives a later cash  distribution,
may elect to make a Rollover  Contribution  to the Plan if he is entitled  under
Section 402(c),  Section 403(a)(4),  or Section 408(d)(3)(A) of the Code to roll
over such distribution to another  qualified  retirement plan. The Administrator
may  require  an  Employee  to  provide  it with  such  information  as it deems
necessary  or  desirable  to  show  that  he  is  entitled  to  roll  over  such
distribution  to another  qualified  retirement  plan. An Employee  shall make a
Rollover Contribution to the Plan by delivering,  or causing to be delivered, to
the Trustee the cash that constitutes the Rollover Contribution amount within 60
days of receipt of the distribution from the plan or from the conduit IRA in the
manner prescribed by the Administrator. If the Employee does not already have an
investment  election on file with the  Administrator,  the  Employee  shall also
deliver  to  the  Administrator  his  election  as  to  the  investment  of  his
contributions in accordance with Article X.

5.3  - VESTING OF ROLLOVER CONTRIBUTIONS

A Participant's vested interest in his Rollover Contributions  Sub-Account shall
be at all times 100 percent.


                                       15
<PAGE>


                                   ARTICLE VI
                             EMPLOYER CONTRIBUTIONS


6.1  - CONTRIBUTION PERIOD

The Contribution Period for Matching  Contributions under the Plan shall be each
payroll period. The Contribution Period for Qualified Nonelective  Contributions
under  the  Plan  shall  be  each  Plan  Year.  The   Contribution   Period  for
Profit-Sharing Contributions under the Plan shall be each Plan Year.

6.2  - PROFIT-SHARING CONTRIBUTIONS

Each  Employer  shall  make a Profit  Sharing  Contribution  to the Plan for the
Contribution  Period in an amount  necessary to allocate to each Employee who is
eligible to participate in the allocation of  Profit-Sharing  Contributions  for
the  Contribution  Period,  as  determined  under this  Article,  the  following
percentage  of  each  such  eligible  Employee's   Compensation  based  on  such
Employee's age as of the first day of the Contribution Period:


               Age                              Percent of Compensation
          21 through 33                                   2.00
                34                                        2.10
                35                                        2.26
                36                                        2.45
                37                                        2.64
                38                                        2.85
                39                                        3.08
                40                                        3.33
                41                                        3.59
                42                                        3.88
                43                                        4.19
                44                                        4.53
                45                                        4.89
                46                                        5.28
                47                                        5.70
                48                                        6.16
                49                                        6.65
                50                                        7.18
                51                                        7.76
                52                                        8.38
                53                                        9.05
                54                                        9.77
                55                                       10.56
                56                                       11.40
                57                                       12.31



                                       16
<PAGE>



                58                                       13.30
                59                                       14.46
            60 or more                                   15.00

Notwithstanding  any other  provision of the Plan to the contrary,  Compensation
with respect to any period  ending prior to the date on which an Employee  first
became eligible to participate in the allocation of Profit-Sharing Contributions
shall be disregarded in determining the amount of the Employer's  Profit-Sharing
Contribution.

6.3  - ALLOCATION OF PROFIT-SHARING CONTRIBUTIONS

Any  Profit-Sharing  Contribution  made  for  a  Contribution  Period  shall  be
allocated  among the Employees who are eligible to participate in the allocation
of Profit-Sharing Contributions for the Contribution Period, as determined under
this  Article.  The  allocable  share of each such  Employee  shall be an amount
determined in accordance with the provisions of the preceding section.

6.4  - QUALIFIED NONELECTIVE CONTRIBUTIONS

Each Employer may, in its discretion,  make a Qualified Nonelective Contribution
to the Plan for the Contribution Period in an amount determined by the Sponsor.

6.5  - ALLOCATION OF QUALIFIED NONELECTIVE CONTRIBUTIONS

Any Qualified Nonelective  Contribution made by an Employer for the Contribution
Period shall be allocated among its Employees during the Contribution Period who
are  eligible  to  participate  in  the  allocation  of  Qualified   Nonelective
Contributions  for the  Contribution  Period,  as determined under this Article,
other than any such Employee who is a Highly Compensated Employee. The allocable
share  of each  such  Employee  shall  be  either  (i) in the  ratio  which  his
Compensation  from  the  Employer  for  the  Contribution  Period  bears  to the
aggregate  of such  Compensation  for all such  Employees  or (ii) a flat dollar
amount,   as   determined   by  the   Sponsor  for  the   Contribution   Period.
Notwithstanding  any other  provision of the Plan to the contrary,  Compensation
with respect to any period  ending prior to the date on which an Employee  first
became  eligible to  participate  in the  allocation  of  Qualified  Nonelective
Contributions  shall be disregarded in determining  the amount of the Employee's
allocable share.


                                       17
<PAGE>


6.6  - MATCHING CONTRIBUTIONS

Each  Employer  shall  make  a  Matching  Contribution  to  the  Plan  for  each
Contribution  Period in an amount equal to 25 percent of the aggregate "eligible
Tax-Deferred  Contributions"  for the Contribution  Period made on behalf of its
Employees during the Contribution  Period who are eligible to participate in the
allocation of Matching  Contributions for the Contribution Period, as determined
under  this  Article.  For  purposes  of this  Article,  "eligible  Tax-Deferred
Contributions"  with respect to an Employee mean the Tax-Deferred  Contributions
made on his  behalf  for the  Contribution  Period in an  amount up to,  but not
exceeding,  the "match level".  For purposes of this Article,  the "match level"
means 4 percent  of an  Employee's  Compensation  for the  Contribution  Period,
excluding  Compensation  with respect to any period  ending prior to the date on
which an Employee  first became  eligible to  participate  in the  allocation of
Matching  Contributions.  Notwithstanding  the foregoing,  in no event shall the
Matching  Contribution  allocation to an Employee for the Plan Year exceed 1% of
his Compensation for such Plan Year.

6.7  - ALLOCATION OF MATCHING CONTRIBUTIONS

Any Matching  Contribution made by an Employer for the Contribution Period shall
be allocated among its Employees during the Contribution Period who are eligible
to participate in the allocation of Matching  Contributions for the Contribution
Period,  as  determined  under this Article.  The  allocable  share of each such
Employee  shall be an amount equal to 25 percent of the  "eligible  Tax-Deferred
Contributions" made on his behalf for the Contribution Period.

6.8  - VERIFICATION OF AMOUNT OF EMPLOYER CONTRIBUTIONS BY THE SPONSOR

The Sponsor shall verify the amount of Employer Contributions to be made by each
Employer in  accordance  with the  provisions of the Plan.  Notwithstanding  any
other  provision of the Plan to the contrary,  the Sponsor  shall  determine the
portion of the Employer Contribution to be made by each Employer with respect to
an Employee who transfers  from  employment  with one Employer as an Employee to
employment with another Employer as an Employee.

6.9  - PAYMENT OF EMPLOYER CONTRIBUTIONS

Employer  Contributions made for a Contribution  Period shall be paid in cash or
in qualifying employer securities,  as defined in Section 407(d)(5) of ERISA, to
the Trustee  within the period of time required  under the Code in order for the
contribution  to be deductible by the Employer in determining its Federal income
taxes for the Plan Year.



                                       18
<PAGE>


6.10 - ELIGIBILITY TO PARTICIPATE IN ALLOCATION

Each Employee  shall be eligible to  participate  in the  allocation of Employer
Contributions  beginning on the date he becomes,  or again becomes,  an Eligible
Employee in accordance with the provisions of Article III.  Notwithstanding  the
foregoing,  no person  shall be eligible to  participate  in the  allocation  of
Profit-Sharing  Contributions for a Contribution Period unless he is employed by
an Employer  or a Related  Company on the last day of the  Contribution  Period;
provided,  however,  that if the Plan  would  not  otherwise  meet  the  minimum
coverage  requirements of Section 410(b) of the Code in any Plan Year, the group
of  Employees  eligible  to  participate  in the  allocation  of  Profit-Sharing
Contributions  shall be expanded to include the minimum  number of Employees who
are not  employed  by an  Employer  or a Related  Company on the last day of the
Contribution Period that is necessary to meet the minimum coverage requirements.
The Employees who become  eligible to  participate  under the  provisions of the
immediately  preceding  clause shall be those  Employees who have  completed the
greatest number of Hours of Service during the Contribution Period.

6.11 - VESTING OF EMPLOYER CONTRIBUTIONS

A  Participant's  vested  interest in his  Qualified  Nonelective  Contributions
Sub-Account shall be at all times 100 percent.  A Participant's  vested interest
in  his  Profit-Sharing  and  Matching   Contributions   Sub-Accounts  shall  be
determined in accordance with the following schedule:

         Years of Vesting Service         Vested Interest
         ------------------------         ---------------

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

Notwithstanding the foregoing,  if a Participant is employed by an Employer or a
Related Company on his Normal  Retirement  Date, the date the sum of his age and
years of Vesting  Service  equals at least 60, the date he dies,  or the date he
becomes  physically or mentally  disabled such that he can no longer continue in
the service of his Employer,  as determined by the Administrator on the basis of
a written  certificate of a physician  acceptable to it, his vested  interest in
his Profit-Sharing and Matching Contributions Sub-Accounts shall be 100 percent.



                                       19
<PAGE>

6.12 - ELECTION OF FORMER VESTING SCHEDULE

If the Sponsor  adopts an  amendment  to the Plan that  directly  or  indirectly
affects the  computation  of a  Participant's  vested  interest in his  Employer
Contributions  Sub-Account,  any Participant with three or more years of Vesting
Service  shall  have a  right  to  have  his  vested  interest  in his  Employer
Contributions Sub-Account continue to be determined under the vesting provisions
in effect prior to the amendment  rather than under the new vesting  provisions,
unless the vested  interest of the  Participant  in his  Employer  Contributions
Sub-Account  under the Plan as amended is not at any time less than such  vested
interest  determined  without  regard  to the  amendment.  A  Participant  shall
exercise his right under this Section by giving  written  notice of his exercise
thereof to the Administrator  within 60 days after the latest of (i) the date he
receives notice of the amendment from the Administrator, (ii) the effective date
of the  amendment,  or (iii) the date the amendment is adopted.  Notwithstanding
the foregoing,  a Participant's  vested  interest in his Employer  Contributions
Sub-Account  on the effective  date of such an amendment  shall not be less than
his vested interest in his Employer Contributions  Sub-Account immediately prior
to the effective date of the amendment.

6.13 - FORFEITURES TO REDUCE EMPLOYER CONTRIBUTIONS

Notwithstanding  any other provision of the Plan to the contrary,  the amount of
the Employer  Contribution  required under this Article for a Plan Year shall be
reduced by the amount of any forfeitures occurring during the Plan Year that are
not used to pay Plan expenses.


                                       20
<PAGE>


                                   ARTICLE VII
                          LIMITATIONS ON CONTRIBUTIONS


7.1  - DEFINITIONS

For purposes of this Article, the following terms have the following meanings:

(a)  The "actual deferral percentage" with respect to an Eligible Employee for a
     particular Plan Year means the ratio of the Tax-Deferred Contributions made
     on his behalf for the Plan Year to his test compensation for the Plan Year,
     except that, to the extent  permitted by  regulations  issued under Section
     401(k) of the Code, the Sponsor may elect to take into account in computing
     the numerator of each Eligible  Employee's  actual deferral  percentage the
     qualified nonelective  contributions made to the Plan on his behalf for the
     Plan Year;  provided,  however,  that contributions made on a Participant's
     behalf for a Plan Year shall be included in determining his actual deferral
     percentage  for such Plan Year  only if the  contributions  are made to the
     Plan prior to the end of the 12-month period immediately following the Plan
     Year to which the contributions  relate. The determination and treatment of
     the actual deferral  percentage  amounts for any Participant  shall satisfy
     such  other  requirements  as may be  prescribed  by the  Secretary  of the
     Treasury.

(b)  The  "aggregate  limit"  means the sum of (i) 125 percent of the greater of
     the average  contribution  percentage for eligible  participants other than
     Highly Compensated  Employees or the average actual deferral percentage for
     Eligible  Employees  other than Highly  Compensated  Employees and (ii) the
     lesser of 200 percent or two plus the lesser of such  average  contribution
     percentage or average actual deferral percentage, or, if it would result in
     a larger aggregate limit, the sum of (iii) 125 percent of the lesser of the
     average contribution percentage for eligible participants other than Highly
     Compensated  Employees  or  the  average  actual  deferral  percentage  for
     Eligible  Employees  other than Highly  Compensated  Employees and (iv) the
     lesser of 200 percent or two plus the greater of such average  contribution
     percentage or average actual deferral percentage.

(c)  The "annual  addition" with respect to a Participant  for a limitation year
     means the sum of the Tax-Deferred  Contributions and Employer Contributions
     allocated to his Separate Account for the limitation year (including any


                                       21
<PAGE>


     excess  contributions that are distributed  pursuant to this Article),  the
     employer contributions,  employee contributions,  and forfeitures allocated
     to his accounts for the limitation year under any other  qualified  defined
     contribution plan (whether or not terminated)  maintained by an Employer or
     a Related  Company  concurrently  with the Plan,  and amounts  described in
     Sections  415(l)(2) and 419A(d)(2) of the Code allocated to his account for
     the  limitation  year;  provided,  however,  that the annual  addition  for
     limitation   years  beginning  prior  to  January  1,  1987  shall  not  be
     recalculated to treat all employee contributions as annual additions.

(d)  The "Code  Section  402(g) limit" means the dollar limit imposed by Section
     402(g)(1)  of the Code or  established  by the  Secretary  of the  Treasury
     pursuant  to  Section  402(g)(5)  of the Code in effect on January 1 of the
     calendar year in which an Eligible Employee's taxable year begins.

(e)  The "contribution percentage" with respect to an eligible participant for a
     particular Plan Year means the ratio of the matching  contributions made to
     the Plan on his behalf for the Plan Year to his test  compensation for such
     Plan Year, except that, to the extent permitted by regulations issued under
     Section  401(m) of the Code,  the Sponsor may elect to take into account in
     computing  the  numerator  of  each  eligible  participant's   contribution
     percentage the  Tax-Deferred  Contributions  and/or  qualified  nonelective
     contributions  made to the Plan on his behalf for the Plan Year;  provided,
     however,  that any Tax-Deferred  Contributions and/or qualified nonelective
     contributions that were taken into account in computing the numerator of an
     eligible  participant's  actual  deferral  percentage may not be taken into
     account in computing  the  numerator of his  contribution  percentage;  and
     provided,  further, that contributions made by or on a Participant's behalf
     for  a  Plan  Year  shall  be  included  in  determining  his  contribution
     percentage  for such Plan Year  only if the  contributions  are made to the
     Plan prior to the end of the 12-month period immediately following the Plan
     Year to which the contributions  relate. The determination and treatment of
     the contribution  percentage amounts for any Participant shall satisfy such
     other requirements as may be prescribed by the Secretary of the Treasury.

(f)  An "elective  contribution" means any employer  contribution made to a plan
     maintained by an Employer or any Related Company on behalf of a Participant
     in lieu of cash compensation pursuant to his written election to defer


                                       22
<PAGE>


     under any qualified  CODA as described in Section  401(k) of the Code,  any
     simplified  employee  pension cash or deferred  arrangement as described in
     Section  402(h)(1)(B) of the Code, any eligible deferred  compensation plan
     under  Section  457 of the  Code,  or any  plan  as  described  in  Section
     501(c)(18)  of the  Code,  and  any  contribution  made  on  behalf  of the
     Participant  by an  Employer or a Related  Company  for the  purchase of an
     annuity  contract  under  Section  403(b) of the Code  pursuant to a salary
     reduction agreement.

(g)  An  "eligible  participant"  means any  Employee  who is  eligible  to have
     Tax-Deferred   Contributions   made   on  his   behalf   (if   Tax-Deferred
     Contributions are taken into account in computing contribution percentages)
     or to participate in the allocation of matching contributions.

(h)  An "excess  deferral" with respect to a Participant means that portion of a
     Participant's   Tax-Deferred  Contributions  that  when  added  to  amounts
     deferred under other plans or  arrangements  described in Sections  401(k),
     408(k),  or 403(b) of the Code,  would exceed the Code Section 402(g) limit
     and is includable in the Participant's gross income under Section 402(g) of
     the Code.

(i)  A "family  member" of an Employee means the Employee's  spouse,  his lineal
     ascendants,  his  lineal  descendants,  and  the  spouses  of  such  lineal
     ascendants and descendants.

(j)  A "limitation year" means the calendar year.

(k)  A "matching  contribution" means any employer contribution  allocated to an
     Eligible Employee's account under the Plan or any other plan of an Employer
     or a Related  Company solely on account of elective  contributions  made on
     his behalf or employee contributions made by him.

(l)  A "qualified nonelective contribution" means any employer contribution made
     on behalf of a Participant that the Participant  could not elect instead to
     receive in cash, that is a qualified nonelective contribution as defined in
     Section  401(k)  and  Section  401(m)  of the Code and  regulations  issued
     thereunder,  is  nonforfeitable  when made,  and is  distributable  only as
     permitted in regulations issued under Section 401(k) of the Code.

(m)  The "test  compensation"  of an  Eligible  Employee  for a Plan Year  means
     compensation  as  defined  in  Section  414(s) of the Code and  regulations
     issued  thereunder,  limited,  however,  to (1)  $200,000  for  Plan  Years
     beginning prior to


                                       23
<PAGE>


     January 1, 1994,  or (2)  $150,000  for Plan  Years  beginning  on or after
     January 1, 1994  (subject  to  adjustment  annually  as provided in Section
     401(a)(17)(B) and Section 415(d) of the Code; provided,  however,  that the
     dollar  increase in effect on January 1 of any  calendar  year,  if any, is
     effective  for Plan Years  beginning in such  calendar  year).  If the test
     compensation  of a  Participant  is  determined  over a period of time that
     contains  fewer  than 12  calendar  months,  then the  annual  compensation
     limitation   described  above  shall  be  adjusted  with  respect  to  that
     Participant by multiplying the annual compensation limitation in effect for
     the Plan Year by a fraction  the  numerator  of which is the number of full
     months in the period and the denominator of which is 12; provided, however,
     that no proration is required for a  Participant  who is covered  under the
     Plan for less than one full Plan Year if the  formula  for  allocations  is
     based on  Compensation  for a period of at least 12 months.  In determining
     the test  compensation,  for purposes of applying  the annual  compensation
     limitation described above, of a Participant who is a five percent owner or
     among the ten Highly  Compensated  Employees  receiving  the greatest  test
     compensation  for  the  limitation  year,  the  test  compensation  of  the
     Participant's  spouse and of his lineal  descendants  who have not attained
     age 19 as of the close of the  limitation  year shall be  included  as test
     compensation of the Participant for the limitation  year. If as a result of
     applying the family  aggregation  rule described in the preceding  sentence
     the annual compensation  limitation would be exceeded, the limitation shall
     be  prorated  among the  affected  family  members  in  proportion  to each
     member's test compensation as determined prior to application of the family
     aggregation rules.

7.2  - CODE SECTION 402(G) LIMIT

In no event shall the amount of the Tax-Deferred Contributions made on behalf of
an Eligible  Employee for his taxable year,  when  aggregated  with any elective
contributions made on behalf of the Eligible Employee under any other plan of an
Employer  or a Related  Company for his taxable  year,  exceed the Code  Section
402(g) limit. In the event that the Administrator  determines that the reduction
percentage elected by an Eligible Employee will result in his exceeding the Code
Section 402(g) limit, the Administrator  may adjust the reduction  authorization
of such  Eligible  Employee  by  reducing  the  percentage  of his  Tax-Deferred
Contributions  to such smaller  percentage  that will result in the Code Section
402(g)  limit not  being  exceeded.  If the  Administrator  determines  that the
Tax-Deferred Contributions


                                       24
<PAGE>


made on behalf of an Eligible  Employee  would  exceed the Code  Section  402(g)
limit for his taxable year, the Tax-Deferred  Contributions for such Participant
shall be  automatically  suspended  for the  remainder,  if any, of such taxable
year.

If an Employer notifies the Administrator that the Code Section 402(g) limit has
nevertheless  been exceeded by an Eligible  Employee for his taxable  year,  the
Tax-Deferred  Contributions  that, when  aggregated with elective  contributions
made on behalf of the Eligible Employee under any other plan of an Employer or a
Related Company, would exceed the Code Section 402(g) limit, plus any income and
minus any losses  attributable  thereto,  shall be  distributed  to the Eligible
Employee no later than the April 15 immediately following such taxable year. Any
Tax-Deferred  Contributions  that are  distributed  to an  Eligible  Employee in
accordance  with this Section  shall not be taken into account in computing  the
Eligible  Employee's  actual deferral  percentage for the Plan Year in which the
Tax-Deferred  Contributions  were made, unless the Eligible Employee is a Highly
Compensated Employee. If an amount of Tax-Deferred  Contributions is distributed
to a Participant in accordance with this Section,  matching  contributions  that
are attributable solely to the distributed Tax-Deferred Contributions,  plus any
income and minus any losses  attributable  thereto,  shall be  forfeited  by the
Participant.  Any such forfeited  amounts shall be treated as a forfeiture under
the Plan in accordance  with the provisions of Article XIV as of the last day of
the month in which the  distribution of Tax-Deferred  Contributions  pursuant to
this Section occurs.

7.3  - DISTRIBUTION OF EXCESS DEFERRALS

Notwithstanding  any  other  provision  of  the  Plan  to  the  contrary,  if  a
Participant  notifies  the  Administrator  in  writing no later than the March 1
following the close of the Participant's taxable year that excess deferrals have
been  made on his  behalf  under  the Plan for such  taxable  year,  the  excess
deferrals,  plus any income and minus any losses attributable thereto,  shall be
distributed to the Participant no later than the April 15 immediately  following
such taxable year.  Any  Tax-Deferred  Contributions  that are  distributed to a
Participant  in accordance  with this Section shall  nevertheless  be taken into
account in computing the Participant's  actual deferral  percentage for the Plan
Year in  which  the  Tax-Deferred  Contributions  were  made.  If an  amount  of
Tax-Deferred  Contributions  is distributed to a Participant in accordance  with
this  Section,  matching  contributions  that  are  attributable  solely  to the
distributed  Tax-Deferred  Contributions,  plus any  income and minus any losses
attributable thereto, shall be forfeited by the Participant.  Any such forfeited
amounts shall be treated as a forfeiture under the Plan


                                       25
<PAGE>


in accordance with the provisions of Article XIV as of the last day of the month
in which the distribution of Tax-Deferred Contributions pursuant to this Section
occurs.

7.4  - LIMITATION ON TAX-DEFERRED CONTRIBUTIONS OF HIGHLY COMPENSATED EMPLOYEES

Notwithstanding   any  other  provision  of  the  Plan  to  the  contrary,   the
Tax-Deferred  Contributions  made  with  respect  to a Plan  Year on  behalf  of
Eligible  Employees  who are Highly  Compensated  Employees may not result in an
average actual deferral  percentage for such Eligible Employees that exceeds the
greater of:

(a)  a percentage  that is equal to 125 percent of the average  actual  deferral
     percentage for all other Eligible Employees; or

(b)  a  percentage  that is not more  than 200  percent  of the  average  actual
     deferral  percentage for all other Eligible  Employees and that is not more
     than  two  percentage  points  higher  than  the  average  actual  deferral
     percentage for all other Eligible Employees.

In order to assure that the  limitation  contained  herein is not exceeded  with
respect to a Plan Year, the  Administrator  is authorized to suspend  completely
further Tax-Deferred Contributions on behalf of Highly Compensated Employees for
any remaining  portion of a Plan Year or to adjust the projected actual deferral
percentages  of  Highly  Compensated  Employees  by  reducing  their  percentage
elections with respect to Tax-Deferred  Contributions  for any remaining portion
of a Plan Year to such smaller  percentages  that will result in the  limitation
set forth  above  not being  exceeded.  In the event of any such  suspension  or
reduction,  Highly  Compensated  Employees affected thereby shall be notified of
the  reduction  or  suspension  as  soon as  possible  and  shall  be  given  an
opportunity to make a new Tax-Deferred Contribution election to be effective the
first day of the next  following  Plan Year. In the absence of such an election,
the  election  in  effect  immediately  prior to the  suspension  or  adjustment
described  above shall be reinstated  as of the first day of the next  following
Plan Year.

For  purposes  of  applying  the  limitation  contained  in  this  Section,  the
Tax-Deferred  Contributions,  qualified nonelective contributions (to the extent
that  such  qualified  nonelective  contributions  are  taken  into  account  in
computing actual deferral  percentages),  and test  compensation of any Eligible
Employee  who is a family  member of  another  Eligible  Employee  who is a five
percent  owner or among  the ten  Highly  Compensated  Employees  receiving  the
greatest test compensation for the Plan Year shall


                                       26
<PAGE>


be  aggregated  with  the  Tax-Deferred  Contributions,   qualified  nonelective
contributions,  and test compensation of such other Eligible Employee,  and such
family  member  shall not be  considered  an Eligible  Employee  for purposes of
determining  the  average  actual  deferral  percentage  for all other  Eligible
Employees.

In determining the actual deferral percentage for any Eligible Employee who is a
Highly  Compensated  Employee  for the Plan  Year,  elective  contributions  and
qualified  nonelective  contributions (to the extent that qualified  nonelective
contributions  are taken into account in computing actual deferral  percentages)
made to his  accounts  under any other plan of an Employer or a Related  Company
shall be treated as if all such contributions  were made to the Plan;  provided,
however,  that if such a plan has a plan year  different from the Plan Year, any
such contributions made to the Highly Compensated  Employee's accounts under the
plan for the plan year ending with or within the same  calendar year as the Plan
Year  shall  be  treated  as if  such  contributions  were  made  to  the  Plan.
Notwithstanding  the foregoing,  such  contributions  shall not be treated as if
they were made to the Plan if  regulations  issued under  Section  401(k) of the
Code do not permit such plan to be aggregated with the Plan.

If one or more plans of an Employer or Related  Company are aggregated  with the
Plan for purposes of satisfying the requirements of Section  401(a)(4) or 410(b)
of the Code, then actual deferral percentages under the Plan shall be calculated
as if the Plan and such one or more  other  plans were a single  plan.  For Plan
Years  beginning  after  December 31, 1991,  plans may be  aggregated to satisfy
Section 401(k) of the Code only if they have the same plan year.

The Administrator  shall maintain records sufficient to show that the limitation
contained in this Section was not exceeded with respect to any Plan Year and the
amount  of  the  qualified  nonelective  contributions  taken  into  account  in
computing actual deferral percentages for any Plan Year.

7.5  - DISTRIBUTION OF EXCESS TAX-DEFERRED CONTRIBUTIONS

Notwithstanding  any other  provision of the Plan to the contrary,  in the event
that the  limitation  contained in Section 7.4 is exceeded in any Plan Year, the
Tax-Deferred  Contributions made with respect to a Highly  Compensated  Employee
that exceed the maximum  amount  permitted to be  contributed to the Plan on his
behalf  under  Section  7.4,  plus any income and minus any losses  attributable
thereto,  shall be distributed to the Highly  Compensated  Employee prior to the
end of the next  succeeding  Plan Year. If excess  amounts are  attributable  to
Participants aggregated under the family aggregation rules described in


                                       27
<PAGE>


Section 7.4, the excess shall be allocated among family members in proportion to
the Tax-Deferred  Contributions made with respect to each family member. If such
excess amounts are distributed  more than 2 1/2 months after the last day of the
Plan Year for which the excess  occurred,  an excise  tax may be  imposed  under
Section  4979 of the Code on the Employer  maintaining  the Plan with respect to
such amounts.

The  maximum  amount  permitted  to be  contributed  to  the  Plan  on a  Highly
Compensated  Employee's behalf under Section 7.4 shall be determined by reducing
Tax-Deferred  Contributions  made on behalf of Highly  Compensated  Employees in
order of their actual  deferral  percentages  beginning with the highest of such
percentages.   The   determination   of  the   amount  of  excess   Tax-Deferred
Contributions shall be made after application of Section 7.3, if applicable.

If an amount of  Tax-Deferred  Contributions  is distributed to a Participant in
accordance  with this  Section,  matching  contributions  that are  attributable
solely to the distributed Tax-Deferred Contributions,  plus any income and minus
any losses attributable thereto, shall be forfeited by the Participant. Any such
forfeited  amounts shall be treated as a forfeiture under the Plan in accordance
with the  provisions of Article XIV as of the last day of the month in which the
distribution of Tax-Deferred Contributions pursuant to this Section occurs.

7.6  - LIMITATION ON MATCHING CONTRIBUTIONS OF HIGHLY COMPENSATED EMPLOYEES

Notwithstanding  any other  provision of the Plan to the contrary,  the matching
contributions   made  with  respect  to  a  Plan  Year  on  behalf  of  eligible
participants who are Highly  Compensated  Employees may not result in an average
contribution  percentage for such eligible participants that exceeds the greater
of:

(a)  a  percentage  that is equal to 125  percent  of the  average  contribution
     percentage for all other eligible participants; or

(b)  a percentage that is not more than 200 percent of the average  contribution
     percentage  for all other eligible  participants  and that is not more than
     two percentage points higher than the average  contribution  percentage for
     all other eligible participants.

For purposes of applying the limitation  contained in this Section, the matching
contributions,    qualified    nonelective    contributions   and   Tax-Deferred
Contributions (to the extent that such qualified  nonelective  contributions and
Tax-Deferred Contributions are taken into account in computing contribution


                                       28
<PAGE>


percentages),  and test compensation of any eligible participant who is a family
member of another eligible  participant who is a five percent owner or among the
ten Highly  Compensated  Employees  receiving the greatest test compensation for
the Plan Year shall be  aggregated  with the matching  contributions,  qualified
nonelective contributions,  Tax-Deferred Contributions, and test compensation of
such other eligible participant,  and such family member shall not be considered
an eligible  participant  for purposes of determining  the average  contribution
percentage for all other eligible participants.

In determining the contribution percentage for any eligible participant who is a
Highly Compensated Employee for the Plan Year, matching contributions,  employee
contributions,  qualified nonelective contributions,  and elective contributions
(to  the  extent  that   qualified   nonelective   contributions   and  elective
contributions are taken into account in computing contribution percentages) made
to his accounts  under any other plan of an Employer or a Related  Company shall
be  treated  as if all  such  contributions  were  made to the  Plan;  provided,
however,  that if such a plan has a plan year  different from the Plan Year, any
such contributions made to the Highly Compensated  Employee's accounts under the
plan for the plan year ending with or within the same  calendar year as the Plan
Year  shall  be  treated  as if  such  contributions  were  made  to  the  Plan.
Notwithstanding  the foregoing,  such  contributions  shall not be treated as if
they were made to the Plan if  regulations  issued under  Section  401(m) of the
Code do not permit such plan to be aggregated with the Plan.

If one or more plans of an Employer or a Related Company are aggregated with the
Plan for purposes of satisfying the requirements of Section  401(a)(4) or 410(b)
of the Code, the contribution  percentages under the Plan shall be calculated as
if the Plan and such one or more other plans were a single plan.  For Plan Years
beginning  after December 31, 1989,  plans may be aggregated to satisfy  Section
401(m) of the Code only if they have the same plan year.

The Administrator  shall maintain records sufficient to show that the limitation
contained in this Section was not exceeded with respect to any Plan Year and the
amount of the elective  contributions  and qualified  nonelective  contributions
taken into account in computing contribution percentages for any Plan Year.

7.7  - FORFEITURE OR DISTRIBUTION OF EXCESS CONTRIBUTIONS

Notwithstanding  any other  provision of the Plan to the contrary,  in the event
that the  limitation  contained in Section 7.6 is exceeded in any Plan Year, the
matching contributions made on


                                       29
<PAGE>


behalf of a Highly Compensated Employee that exceed the maximum amount permitted
to be  contributed  to the Plan on behalf of such  Highly  Compensated  Employee
under  Section 7.6, plus any income and minus any losses  attributable  thereto,
shall be forfeited, to the extent forfeitable, or distributed to the Participant
prior to the end of the next  succeeding Plan Year as hereinafter  provided.  If
excess amounts are  attributable  to  Participants  aggregated  under the family
aggregation  rules described in Section 7.5, the excess shall be allocated among
family  members  in  proportion  to the  matching  contributions  and  qualified
nonelective   contributions   (to  the   extent   that   qualified   nonelective
contributions are taken into account in computing contribution percentages) made
with respect to each family member.  If such excess amounts are distributed more
than 2 1/2  months  after the last day of the Plan  Year for  which  the  excess
occurred,  an excise tax may be imposed  under  Section  4979 of the Code on the
Employer maintaining the Plan with respect to such amounts.

The maximum amount permitted to be contributed to the Plan on behalf of a Highly
Compensated  Employee under Section 7.6 shall be determined by reducing matching
contributions made on behalf of Highly  Compensated  Employees in order of their
contribution percentages beginning with the highest of such percentages.

Any amounts  forfeited  with respect to a  Participant  pursuant to this Section
shall  be  treated  as a  forfeiture  under  the  Plan in  accordance  with  the
provisions  of  Article  XIV  as of the  last  day of the  month  in  which  the
distribution of contributions  pursuant to this Section occurs.  Excess matching
contributions  shall be distributable to the extent the Participant has a vested
interest in his  Employer  Contributions  Sub-Account  that is  attributable  to
matching contributions and shall otherwise be forfeitable.  The determination of
the amount of excess matching  contributions  shall be made after application of
Section 7.3, if applicable, and after application of Section 7.5, if applicable.

7.8  - MULTIPLE USE LIMITATION

Notwithstanding  any other provision of the Plan to the contrary,  the following
multiple  use  limitation  as required  under  Section  401(m) of the Code shall
apply: the sum of the average actual deferral  percentage for Eligible Employees
who are Highly Compensated Employees and the average contribution percentage for
eligible  participants who are Highly  Compensated  Employees may not exceed the
aggregate  limit.  In the event  that,  after  satisfaction  of Section  7.5 and
Section 7.7, it is determined that contributions  under the Plan fail to satisfy
the multiple use limitation  contained herein, the multiple use limitation shall
be satisfied by further reducing the actual deferral


                                       30
<PAGE>


percentages  of  Eligible  Employees  who  are  Highly   Compensated   Employees
(beginning  with  the  highest  such  percentage)  to the  extent  necessary  to
eliminate  the  excess,  with such  further  reductions  to be treated as excess
Tax-Deferred  Contributions and disposed of as provided in Section 7.5, or in an
alternative manner,  consistently  applied, that may be permitted by regulations
issued under Section 401(m) of the Code.

7.9  - DETERMINATION OF INCOME OR LOSS

The income or loss  attributable  to excess  contributions  that are distributed
pursuant to this Article shall be determined  for the preceding  Plan Year under
the  method  otherwise  used  for  allocating  income  or loss to  Participant's
Separate Accounts.

7.10 -  CODE  SECTION  415  LIMITATIONS  ON  CREDITING  OF   CONTRIBUTIONS   AND
        FORFEITURES

Notwithstanding  any other  provision  of the Plan to the  contrary,  the annual
addition with respect to a Participant  for a limitation  year shall in no event
exceed the lesser of (i) $30,000  (adjusted as provided in Section 415(d) of the
Code, with the first  adjustment being made for limitation years beginning on or
after January 1, 1996) or (ii) 25 percent of the Participant's compensation,  as
defined in Section 415(c)(3) of the Code and regulations issued thereunder,  for
the  limitation  year.  If the  annual  addition  to the  Separate  Account of a
Participant in any limitation year would otherwise exceed the amount that may be
applied for his benefit  under the  limitation  contained in this  Section,  the
limitation  shall be satisfied by reducing  contributions  made on behalf of the
Participant to the extent necessary in the following order:

          Tax-Deferred  Contributions  made on the Participant's  behalf for the
          limitation year that have not been matched, if any, shall be reduced.

          Tax-Deferred  Contributions  made on the Participant's  behalf for the
          limitation year that have been matched and the matching  contributions
          attributable thereto, if any, shall be reduced pro rata.

          Employer   Contributions   (other  than  matching   contributions  and
          qualified  nonelective   contributions)  otherwise  allocable  to  the
          Participant's  Separate  Account  for the  limitation  year  shall  be
          reduced.

          Qualified  nonelective  contributions made on the Participant's behalf
          for the limitation year shall be reduced.


                                       31
<PAGE>



The  amount of any  reduction  of  Tax-Deferred  Contributions  (plus any income
attributable  thereto) shall be returned to the  Participant.  The amount of any
reduction  of  Employer  Contributions  shall  be  deemed a  forfeiture  for the
limitation  year.  Amounts deemed to be forfeitures  under this Section shall be
held unallocated in a suspense  account  established for the limitation year and
shall be applied  against the  Employer's  contribution  obligation for the next
following limitation year (and succeeding limitation years, as necessary).  If a
suspense  account is in  existence  at any time during a  limitation  year,  all
amounts in the suspense  account must be  allocated  to  Participants'  Separate
Accounts  (subject  to the  limitations  contained  herein)  before any  further
Tax-Deferred  Contributions or Employer Contributions may be made to the Plan on
behalf of Participants. No suspense account established hereunder shall share in
any  increase or decrease  in the net worth of the Trust.  For  purposes of this
Article,  excesses  shall  result only from the  allocation  of  forfeitures,  a
reasonable error in estimating a Participant's  annual  compensation (as defined
in  Section  415(c)(3)  of  the  Code  and  regulations  issued  thereunder),  a
reasonable  error in determining the amount of Tax-Deferred  Contributions  that
may be made with respect to any  Participant  under the limits of Section 415 of
the Code, or other limited facts and circumstances that justify the availability
of the provisions set forth above.

7.11 - COVERAGE UNDER OTHER QUALIFIED DEFINED CONTRIBUTION PLAN

If a Participant is covered by any other  qualified  defined  contribution  plan
(whether or not  terminated)  maintained  by an  Employer  or a Related  Company
concurrently  with the Plan, and if the annual  addition for the limitation year
would  otherwise  exceed the amount  that may be applied  for the  Participant's
benefit under the  limitation  contained in Section  7.10,  such excess shall be
reduced first by returning the employee  contributions  made by the  Participant
for the limitation year under all of the defined  contribution  plans other than
the Plan and the income  attributable  thereto to the extent  necessary.  If the
limitation  contained in Section 7.10 is still not satisfied after returning all
of the  employee  contributions  made by the  Participant  under all such  other
plans, the excess shall be reduced by returning the elective  contributions made
on the  Participant's  behalf for the limitation year under all such other plans
and the income attributable  thereto to the extent necessary on a pro rata basis
among all of such plans.  If the  limitation  contained in Section 7.10 is still
not  satisfied  after  returning all of the elective  contributions  made on the
Participant's  behalf under all such other  plans,  the  procedure  set forth in
Section 7.10 shall be invoked to eliminate any such excess. If


                                       32
<PAGE>


the limitation contained in Section 7.10 is still not satisfied after invocation
of the  procedure  set  forth in  Section  7.10,  the  portion  of the  employer
contributions  and of forfeitures  for the limitation  year under all such other
plans that has been allocated to the Participant  thereunder,  but which exceeds
the limitation  set forth in Section 7.10,  shall be deemed a forfeiture for the
limitation  year and shall be  disposed  of as  provided  in such  other  plans;
provided,  however,  that if the  Participant  is  covered  by a money  purchase
pension plan,  the  forfeiture  shall be effected  first under any other defined
contribution  plan  that  is not a  money  purchase  pension  plan  and,  if the
limitation is still not satisfied, then under such money purchase pension plan.

7.12 - COVERAGE UNDER QUALIFIED DEFINED BENEFIT PLAN

If a Participant in the Plan is also covered by a qualified defined benefit plan
(whether or not terminated)  maintained by an Employer or a Related Company,  in
no event  shall the sum of the  defined  benefit  plan  fraction  (as defined in
Section  415(e)(2) of the Code) and the defined  contribution  plan fraction (as
defined in Section 415(e)(3) of the Code) exceed 1.0 in any limitation year. If,
before October 3, 1973, the Participant was an active participant in a qualified
defined  benefit  plan  maintained  by an  Employer  or a  Related  Company  and
otherwise  satisfies the requirements of Section  2004(d)(2) of ERISA,  then for
purposes of applying this Section,  the defined  benefit plan fraction shall not
exceed 1.0. If the Plan satisfied the applicable  requirements of Section 415 of
the Code as in effect for all limitation years beginning before January 1, 1987,
an amount shall be  subtracted  from the  numerator of the defined  contribution
plan fraction (not exceeding  such  numerator) as prescribed by the Secretary of
the  Treasury  so that the sum of the  defined  benefit  plan  fraction  and the
defined contribution plan fraction computed under Section 415(e)(1) of the Code,
as  revised  by the Tax  Reform  Act of  1986,  does  not  exceed  1.0 for  such
limitation year. In the event the special  limitation  contained in this Section
is exceeded,  the benefits  otherwise  payable to the Participant under any such
qualified  defined benefit plan shall be reduced to the extent necessary to meet
such limitation.

7.13 - SCOPE OF LIMITATIONS

The limitations  contained in Sections 7.10,  7.11, and 7.12 shall be applicable
only with respect to benefits  provided pursuant to defined  contribution  plans
and defined benefit plans described in Section 415(k) of the Code.


                                       33
<PAGE>


                                  ARTICLE VIII
                        TRUST FUNDS AND SEPARATE ACCOUNTS


8.1  - GENERAL FUND

The Trustee shall maintain a General Fund as required to hold and administer any
assets  of the  Trust  that are not  allocated  among  the  Investment  Funds as
provided in the Plan or the Trust Agreement.  The General Fund shall be held and
administered as a separate  common trust fund. The interest of each  Participant
or  Beneficiary  under  the  Plan in the  General  Fund  shall  be an  undivided
interest.  The  General  Fund may be  invested  in  whole  or in part in  equity
securities  issued by an Employer or a Related  Company that are publicly traded
and are  "qualifying  employer  securities"  as defined in Section  407(d)(5) of
ERISA.

8.2  - INVESTMENT FUNDS

The Sponsor shall  determine the number and type of Investment  Funds and select
the  investments for such Investment  Funds.  The Sponsor shall  communicate the
same and any changes  therein in writing to the  Administrator  and the Trustee.
Each Investment  Fund shall be held and  administered as a separate common trust
fund.  The interest of each  Participant  or  Beneficiary  under the Plan in any
Investment Fund shall be an undivided interest.

The  Sponsor  may  determine  to offer  one or more  Investment  Funds  that are
invested  in whole or in part in equity  securities  issued by an  Employer or a
Related  Company  that  are  publicly   traded  and  are  "qualifying   employer
securities" as defined in Section 407(d)(5) of ERISA.

8.3  - LOAN INVESTMENT FUND

If a loan from the Plan to a  Participant  is  approved in  accordance  with the
provisions  of Article  XII,  the Sponsor  shall  direct the  establishment  and
maintenance of a loan Investment Fund in the  Participant's  name. The assets of
the loan Investment Fund shall be held as a separate trust fund. A Participant's
loan  Investment  Fund shall be invested in the note reflecting the loan that is
executed by the  Participant  in accordance  with the provisions of Article XII.
Notwithstanding any other provision of the Plan to the contrary, income received
with respect to a Participant's  loan Investment Fund shall be allocated and the
loan Investment Fund shall be administered as provided in Article XII.


                                       34
<PAGE>


8.4  - INCOME ON TRUST

Any dividends, interest,  distributions, or other income received by the Trustee
with respect to any Trust Fund  maintained  hereunder  shall be allocated by the
Trustee to the Trust Fund for which the income was received.

8.5  - SEPARATE ACCOUNTS

As of the first  date a  contribution  is made by or on  behalf of an  Employee,
there  shall be  established  a  Separate  Account  in his name  reflecting  his
interest  in  the  Trust.   Each  Separate   Account  shall  be  maintained  and
administered  for  each  Participant  and  Beneficiary  in  accordance  with the
provisions  of the Plan.  The  balance  of each  Separate  Account  shall be the
balance of the account after all credits and charges thereto, for and as of such
date, have been made as provided herein.

8.6  - SUB-ACCOUNTS

A Participant's  Separate Account shall be divided into individual  Sub-Accounts
reflecting  the portion of the  Participant's  Separate  Account that is derived
from   Tax-Deferred   Contributions,   Rollover   Contributions,   or   Employer
Contributions. Each Sub-Account shall reflect separately contributions allocated
to each Trust Fund maintained hereunder and the earnings and losses attributable
thereto.  The Employer  Contributions  Sub-Account shall reflect separately that
portion of such Sub-Account that is derived from Employer Contributions that may
be taken into account to satisfy the  limitations  on  contributions  for Highly
Compensated  Employees  contained in Article VII. Such other Sub-Accounts may be
established as are necessary or appropriate to reflect a Participant's  interest
in the Trust.


                                       35
<PAGE>


                                   ARTICLE IX
                            LIFE INSURANCE CONTRACTS


9.1  - NO LIFE INSURANCE CONTRACTS

There shall be no life insurance contracts purchased under the Plan.


                                       36
<PAGE>


                                    ARTICLE X
                     DEPOSIT AND INVESTMENT OF CONTRIBUTIONS

10.1 - FUTURE CONTRIBUTION INVESTMENT ELECTIONS

Each Eligible Employee shall make an investment  election in the manner and form
prescribed by the  Administrator  directing the manner in which his Tax-Deferred
Contributions,  Rollover  Contributions,  and  Employer  Contributions  shall be
invested.   An  Eligible  Employee's   investment  election  shall  specify  the
percentage,  in the percentage  increments  prescribed by the Administrator,  of
such  contributions  that shall be  allocated  to one or more of the  Investment
Funds with the sum of such  percentages  equaling  100 percent.  The  investment
election by a Participant shall remain in effect until his entire interest under
the Plan is  distributed  or forfeited in accordance  with the provisions of the
Plan or until he files a change of investment  election with the  Administrator,
in such form as the  Administrator  shall prescribe.  A Participant's  change of
investment  election may be made effective as of the date or dates prescribed by
the Administrator.

10.2 - DEPOSIT OF CONTRIBUTIONS

All   Tax-Deferred   Contributions,   Rollover   Contributions,   and   Employer
Contributions shall be deposited in the Trust and allocated among the Investment
Funds  in  accordance  with the  Participant's  currently  effective  investment
election;  provided,  however,  that  any  contributions  made  to the  Plan  in
qualifying  employer  securities  shall be allocated to the Employer  securities
Investment  Fund  established  by  the  Sponsor,   pending   directions  to  the
Administrator regarding their future investment. If no investment election is on
file with the  Administrator at the time  contributions are to be deposited to a
Participant's  Separate  Account,  the  Participant  shall  be  notified  and an
investment  election form shall be provided to him. Until such Participant shall
make an  effective  election  under this  Section,  his  contributions  shall be
allocated  among the  Investment  Funds as  directed  by the  Administrator,  as
referenced  in the service  agreement  entered  into between the Sponsor and the
Trustee.

10.3 - ELECTION TO TRANSFER BETWEEN FUNDS

A Participant may elect to transfer  investments from any Investment Fund to any
other Investment Fund. The Participant's  transfer election shall specify either
(i) a percentage,  in the percentage increments prescribed by the Administrator,
of the  amount  eligible  for  transfer,  which  percentage  may not  exceed 100
percent,  or (ii) a dollar  amount  that is to be  transferred.  Subject  to any
restrictions pertaining to a particular Investment


                                       37
<PAGE>


Fund, a Participant's  transfer election may be made effective as of the date or
dates prescribed by the Administrator.


                                       38
<PAGE>


                                   ARTICLE XI
                     CREDITING AND VALUING SEPARATE ACCOUNTS


11.1 - CREDITING SEPARATE ACCOUNTS

All  contributions  made under the  provisions  of the Plan shall be credited to
Separate  Accounts  in the  Trust  Funds  by the  Trustee,  in  accordance  with
procedures established in writing by the Administrator,  either when received or
on the  succeeding  Valuation  Date after  valuation  of the Trust Fund has been
completed  for such  Valuation  Date as  provided in Section  11.2,  as shall be
determined by the Administrator.

11.2 - VALUING SEPARATE ACCOUNTS

Separate  Accounts  in the Trust  Funds  shall be valued by the  Trustee  on the
Valuation  Date, in accordance  with  procedures  established  in writing by the
Administrator,  either in the manner  adopted by the Trustee and approved by the
Administrator  or in the  manner  set forth in  Section  11.3 as Plan  valuation
procedures, as determined by the Administrator.

11.3 - PLAN VALUATION PROCEDURES

With  respect to the Trust  Funds,  the  Administrator  may  determine  that the
following  valuation  procedures  shall be applied.  As of each  Valuation  Date
hereunder,  the  portion  of any  Separate  Accounts  in a Trust  Fund  shall be
adjusted to reflect any  increase or decrease in the value of the Trust Fund for
the period of time occurring since the immediately  preceding Valuation Date for
the Trust Fund (the "valuation period") in the following manner:

(a)  First,  the value of the Trust Fund shall be  determined  by valuing all of
     the assets of the Trust Fund at fair market value.

(b)  Next,  the  net  increase  or  decrease  in the  value  of the  Trust  Fund
     attributable  to net  income  and all  profits  and  losses,  realized  and
     unrealized, during the valuation period shall be determined on the basis of
     the  valuation  under   paragraph  (a)  taking  into  account   appropriate
     adjustments  for  contributions,   loan  payments,  and  transfers  to  and
     distributions,  withdrawals,  loans,  and  transfers  from such  Trust Fund
     during the valuation period.

(c)  Finally,  the net increase or decrease in the value of the Trust Fund shall
     be allocated among Separate Accounts in


                                       39
<PAGE>


     the Trust Fund in the ratio of the balance of the portion of such  Separate
     Account  in the  Trust  Fund as of the  preceding  Valuation  Date less any
     distributions, withdrawals, loans, and transfers from such Separate Account
     balance  in the  Trust  Fund  since  the  Valuation  Date to the  aggregate
     balances  of the  portions  of all  Separate  Accounts  in the  Trust  Fund
     similarly  adjusted,  and each Separate  Account in the Trust Fund shall be
     credited or charged with the amount of its allocated share. Notwithstanding
     the foregoing, the Administrator may adopt such accounting procedures as it
     considers appropriate and equitable to establish a proportionate  crediting
     of  net   increase  or  decrease  in  the  value  of  the  Trust  Fund  for
     contributions,   loan  payments,   and  transfers  to  and   distributions,
     withdrawals, loans, and transfers from such Trust Fund made by or on behalf
     of a Participant during the valuation period.

11.4 - FINALITY OF DETERMINATIONS

The Trustee shall have exclusive  responsibility  for determining the balance of
each Separate Account maintained hereunder. The Trustee's determinations thereof
shall be conclusive upon all interested parties.

11.5 - NOTIFICATION

Within  a  reasonable  period  of time  after  the end of each  Plan  Year,  the
Administrator  shall notify each  Participant and Beneficiary of the balances of
his Separate  Account and  Sub-Accounts  as of a Valuation  Date during the Plan
Year.


                                       40
<PAGE>


                                   ARTICLE XII
                                      LOANS


12.1 - APPLICATION FOR LOAN

A Participant who is a party in interest,  other than a shareholder employee, as
defined in Section  408(d)(3)  of ERISA,  may make  written  application  to the
Administrator for a loan from his Separate Account.

As collateral for any loan granted hereunder, the Participant shall grant to the
Plan a  security  interest  in his vested  interest  under the Plan equal to the
amount  of the  loan;  provided,  however,  that in no  event  may the  security
interest exceed 50 percent of the  Participant's  vested interest under the Plan
determined as of the date as of which the loan is originated in accordance  with
Plan  provisions.  In the case of a Participant who is an active  employee,  the
Participant  also  shall  enter into an  agreement  to repay the loan by payroll
withholding.  No  loan in  excess  of 50  percent  of the  Participant's  vested
interest  under the Plan  shall be made from the Plan.  Loans  shall not be made
available to Highly  Compensated  Employees in an amount greater than the amount
made available to other employees.

A loan shall not be granted  unless the  Participant  consents in writing to the
charging of his Separate  Account for unpaid  principal and interest  amounts in
the event the loan is declared to be in default.

12.2 - REDUCTION OF ACCOUNT UPON DISTRIBUTION

Notwithstanding  any other  provision of the Plan, the amount of a Participant's
Separate  Account that is  distributable  to the  Participant or his Beneficiary
under Article XIII or XV shall be reduced by the portion of his vested  interest
that  is  held  by  the  Plan  as  security  for  any  loan  outstanding  to the
Participant,  provided  that  the  reduction  is  used to  repay  the  loan.  If
distribution  is  made  because  of  the   Participant's   death  prior  to  the
commencement of  distribution of his Separate  Account and less than 100 percent
of the Participant's vested interest in his Separate Account (determined without
regard to the preceding  sentence) is payable to his surviving spouse,  then the
balance of the  Participant's  vested interest in his Separate  Account shall be
adjusted by reducing  the vested  account  balance by the amount of the security
used to  repay  the  loan,  as  provided  in the  preceding  sentence,  prior to
determining the amount of the benefit payable to the surviving spouse.


                                       41
<PAGE>


12.3 - REQUIREMENTS TO PREVENT A TAXABLE DISTRIBUTION

Notwithstanding  any other provision of the Plan to the contrary,  the following
terms and  conditions  shall apply to any loan made to a Participant  under this
Article:

(a)  The  interest  rate on any  loan to a  Participant  shall  be a  reasonable
     interest rate  commensurate  with current  interest rates charged for loans
     made under  similar  circumstances  by persons in the  business  of lending
     money.

(b)  The  amount of any loan to a  Participant  (when  added to the  outstanding
     balance of all other  loans to the  Participant  from the Plan or any other
     plan  maintained by an Employer or a Related  Company) shall not exceed the
     lesser of:

     (i)  $50,000,  reduced by the excess,  if any,  of the highest  outstanding
          balance  of any  other  loan to the  Participant  from the Plan or any
          other plan  maintained by an Employer or a Related  Company during the
          preceding  12-month period over the outstanding  balance of such loans
          on the date a loan is made hereunder; or

     (ii) 50  percent  of the  vested  portions  of the  Participant's  Separate
          Account and his vested interest under all other plans maintained by an
          Employer or a Related Company.

(c)  The term of any loan to a Participant  shall be no greater than five years,
     except in the case of a loan used to acquire any dwelling unit which within
     a reasonable  period of time is to be used (determined at the time the loan
     is made) as a principal residence of the Participant.

(d)  Except as otherwise  permitted  under Treasury  regulations,  substantially
     level  amortization  shall be  required  over  the  term of the  loan  with
     payments made not less frequently than quarterly.

12.4 - ADMINISTRATION OF LOAN INVESTMENT FUND

Upon approval of a loan to a  Participant,  the  Administrator  shall direct the
Trustee to transfer an amount equal to the loan amount from the Investment Funds
in  which  it is  invested,  as  directed  by the  Administrator,  to  the  loan
Investment Fund established in the Participant's  name. Any loan approved by the
Administrator  shall be made to the  Participant out of the  Participant's  loan
Investment  Fund.  All principal and interest paid by the  Participant on a loan
made under this Article shall be deposited


                                       42
<PAGE>


to his Separate Account and shall be allocated upon receipt among the Investment
Funds  in  accordance  with the  Participant's  currently  effective  investment
election.  The  balance  of the  Participant's  loan  Investment  Fund  shall be
decreased by the amount of principal payments and the loan Investment Fund shall
be terminated when the loan has been repaid in full.

12.5 - DEFAULT

If a Participant  fails to make or cause to be made, any payment  required under
the terms of the loan within 90 days  following  the date on which such  payment
shall become due or there is an outstanding principal balance existing on a loan
after the last  scheduled  repayment  date, the  Administrator  shall direct the
Trustee to declare the loan to be in default,  and the entire unpaid  balance of
such loan, together with accrued interest, shall be immediately due and payable.
In any such event,  if such balance and interest  thereon is not then paid,  the
Trustee  shall  charge the Separate  Account of the borrower  with the amount of
such  balance and interest as of the earliest  date a  distribution  may be made
from the Plan to the borrower without adversely  affecting the tax qualification
of the Plan or of the cash or deferred arrangement.

12.6 - SPECIAL RULES APPLICABLE TO LOANS

Any loan made hereunder shall be subject to the following rules:

(a)  Loans limited to Eligible Employees:  No loans shall be made to an Employee
     who makes a Rollover  Contribution in accordance with Article V, but who is
     not an Eligible Employee as provided in Article III.

(b)  Minimum Loan  Amount:  A  Participant  may not request a loan for less than
     $1,000.

(c)  Maximum Number of Outstanding Loans: A Participant with an outstanding loan
     may not apply for another loan until the existing  loan is paid in full and
     may not  refinance an existing loan or attain a second loan for the purpose
     of paying off the existing loan. A Participant  may not apply for more than
     one loan during the Plan Year. The  provisions of this paragraph  shall not
     apply to any loans made prior to the effective  date of this  amendment and
     restatement;  provided, however, that a Participant may not apply for a new
     loan hereunder until all outstanding loans made to the Participant prior to
     the  effective  date of this  amendment and  restatement  have been paid in
     full.


                                       43
<PAGE>


(d)  Maximum Period for Real Estate Loans: The term of any loan to a Participant
     that is used to acquire any dwelling unit which within a reasonable  period
     of time is to be used  (determined  at the  time  the  loan is  made)  as a
     principal residence of the Participant shall be no greater than ten years.

(e)  Pre-Payment  Without Penalty:  A Participant may pre-pay the balance of any
     loan hereunder prior to the date it is due without penalty.

(f)  Effect of Termination of Employment:  Upon a  Participant's  termination of
     employment, the balance of any outstanding loan hereunder shall immediately
     become due and owing.

12.7 - LOANS GRANTED PRIOR TO AMENDMENT

Notwithstanding  any other  provision of this Article to the contrary,  any loan
made under the  provisions of the Plan as in effect prior to this  amendment and
restatement  shall remain  outstanding until repaid in accordance with its terms
or the otherwise applicable Plan provisions.


                                       44
<PAGE>


                                  ARTICLE XIII
                           WITHDRAWALS WHILE EMPLOYED


13.1 - WITHDRAWALS OF ROLLOVER CONTRIBUTIONS

A Participant  who is employed by an Employer or a Related  Company may elect in
writing,  subject to the limitations and conditions  prescribed in this Article,
to make a cash withdrawal from his Rollover Contributions Sub-Account.

13.2 - LIMITATIONS ON WITHDRAWALS

Withdrawals  made  pursuant to this  Article  shall be subject to the  following
conditions and limitations:

          A  Participant  must file a written  withdrawal  application  with the
          Administrator  such number of days prior to the date as of which it is
          to be effective as the Administrator shall prescribe.

          Withdrawals  may be made  effective as soon as reasonably  practicable
          following the Administrator's receipt of the Participant's direction.

          A Participant who makes a withdrawal  from his Rollover  Contributions
          Sub-Account   may  not  make  a   further   withdrawal   of   Rollover
          Contributions under this Article during the remainder of the Plan Year
          in which the withdrawal is effective.

13.3 - ORDER OF WITHDRAWAL FROM A PARTICIPANT'S SUB-ACCOUNTS

Distribution  of  a  withdrawal  amount  shall  be  made  from  a  Participant's
Sub-Accounts,   to  the  extent  necessary,  in  the  order  prescribed  by  the
Administrator, which order shall be uniform with respect to all Participants and
non-discriminatory.  If the Sub-Account  from which a Participant is receiving a
withdrawal is invested in more than one Investment Fund, the withdrawal shall be
charged against the Investment Funds as directed by the Administrator.


                                       45
<PAGE>


                                   ARTICLE XIV
                  TERMINATION OF EMPLOYMENT AND SETTLEMENT DATE


14.1 - TERMINATION OF EMPLOYMENT AND SETTLEMENT DATE

A Participant's Settlement Date shall occur on the date he terminates employment
with an  Employer  and all  Related  Companies  because  of  death,  disability,
retirement,   or  other   termination  of   employment.   Written  notice  of  a
Participant's  Settlement  Date  shall  be  given  by the  Administrator  to the
Trustee.

14.2 - SEPARATE ACCOUNTING FOR NON-VESTED AMOUNTS

If as of a Participant's  Settlement Date the  Participant's  vested interest in
his Employer Contributions Sub-Account is less than 100 percent, that portion of
his Employer Contributions Sub-Account that is not vested shall be accounted for
separately  from the vested  portion and shall be disposed of as provided in the
following Section.

14.3 - DISPOSITION OF NON-VESTED AMOUNTS

That portion of a Participant's Employer  Contributions  Sub-Account that is not
vested  upon the  occurrence  of his  Settlement  Date shall be  disposed  of as
follows:

(a)  If the Participant has no vested interest in his Separate  Account upon the
     occurrence of his  Settlement  Date or his vested  interest in his Separate
     Account as of the date of distribution  does not exceed $3,500 resulting in
     the Participant's  receipt of a single sum payment of such vested interest,
     the   non-vested   balance   remaining   in  the   Participant's   Employer
     Contributions Sub-Account will be forfeited and his Separate Account closed
     as of (i) the  Participant's  Settlement  Date, if the  Participant  has no
     vested  interest in his Separate  Account,  or (ii) the date the single sum
     payment occurs.

(b)  If the Participant's vested interest in his Separate Account exceeds $3,500
     and the Participant is eligible for and consents in writing to a single sum
     payment of his vested  interest in his  Separate  Account,  the  non-vested
     balance remaining in the Participant's Employer  Contributions  Sub-Account
     will be forfeited and his Separate Account closed as of the date the single
     sum payment occurs, provided that such distribution occurs prior to the end
     of the second Plan Year beginning on or after the Participant's  Settlement
     Date.



                                       46
<PAGE>


(c)  If neither  paragraph (a) nor paragraph (b) is  applicable,  the non-vested
     portion  of  the  Participant's  Employer  Contributions  Sub-Account  will
     continue to be held in such Sub-Account and will not be forfeited until the
     end of the five-year period beginning on his Settlement Date.

Whenever  the  non-vested  portion  of a  Participant's  Employer  Contributions
Sub-Account is forfeited under the provisions of the Plan with respect to a Plan
Year, the amount of such forfeiture,  as of the last day of the Plan Year, shall
be applied  first  against Plan  expenses for the Plan Year and then against the
Employer  Contribution  obligations  for the Plan Year of the Employer for which
the  Participant  last performed  services as an Employee.  Notwithstanding  the
foregoing,  however, should the amount of all such forfeitures for any Plan Year
with  respect to any  Employer  exceed the  amount of such  Employer's  Employer
Contribution obligation for the Plan Year, the excess amount of such forfeitures
shall be held unallocated in a suspense account  established with respect to the
Employer  and shall for all Plan  purposes  be applied  against  the  Employer's
Employer Contribution obligations for the following Plan Year.

14.4 - RECREDITING OF FORFEITED AMOUNTS

A former  Participant  who  forfeited  the  non-vested  portion of his  Employer
Contributions  Sub-Account in accordance with the provisions of this Article and
who is reemployed by an Employer or a Related  Company shall have such forfeited
amounts recredited to a new Separate Account in his name, without adjustment for
interim gains or losses experienced by the Trust, if:

(a)  he returns to employment  with an Employer or a Related  Company before the
     end of the five-year  period  beginning on the later of his Settlement Date
     or the date he received distribution of his vested interest in his Separate
     Account;

(b)  he  resumes  employment  covered  under  the  Plan  before  the  end of the
     five-year period beginning on the date he is reemployed; and

(c)  if he received distribution of his vested interest in his Separate Account,
     he repays to the Plan the full amount of such  distribution  before the end
     of the five-year period beginning on the date he is reemployed.

Funds needed in any Plan Year to recredit the Separate  Account of a Participant
with the amounts of prior forfeitures in accordance with the preceding  sentence
shall come first from  forfeitures  that arise  during such Plan Year,  and then
from Trust income


                                       47
<PAGE>


earned in such Plan Year,  with each Trust Fund being charged with the amount of
such income  proportionately,  unless his Employer chooses to make an additional
Employer Contribution, and shall finally be provided by his Employer by way of a
separate Employer Contribution.


                                       48
<PAGE>


                                   ARTICLE XV
                                  DISTRIBUTIONS


15.1 - DISTRIBUTIONS TO PARTICIPANTS

A Participant  whose  Settlement  Date occurs shall receive  distribution of his
vested  interest in his Separate  Account in the form provided under Article XVI
beginning as soon as reasonably practicable following his Settlement Date or the
date his application for distribution is filed with the Administrator, if later.
In addition,  a Participant  who  continues in employment  with an Employer or a
Related  Company  after  his  Normal   Retirement  Date  may  elect  to  receive
distribution of all or any portion of his Separate  Account in the form provided
under Article XVI at any time following his Normal Retirement Date.

15.2 - DISTRIBUTIONS TO BENEFICIARIES

If a Participant  dies prior to the date  distribution of his vested interest in
his Separate  Account begins under this Article,  his Beneficiary  shall receive
distribution of the Participant's vested interest in his Separate Account in the
form provided  under  Article XVI  beginning as soon as  reasonably  practicable
following the date the Beneficiary's  application for distribution is filed with
the  Administrator.  Unless  distribution  is to be made over the life or over a
period  certain  not  greater  than  the  life  expectancy  of the  Beneficiary,
distribution  of the  Participant's  entire vested interest shall be made to the
Beneficiary no later than the end of the fifth calendar year beginning after the
Participant's  death.  If  distribution  is to be made  over  the life or over a
period  certain  no  greater  than  the  life  expectancy  of  the  Beneficiary,
distribution shall commence no later than:

(a)  If the Beneficiary is not the  Participant's  spouse,  the end of the first
     calendar year beginning after the Participant's death; or

(b)  If the Beneficiary is the Participant's spouse, the later of (i) the end of
     the first calendar year beginning after the Participant's death or (ii) the
     end of the calendar year in which the  Participant  would have attained age
     70 1/2.

If  distribution  is to be made to a  Participant's  spouse,  it  shall  be made
available within a reasonable period of time after the Participant's  death that
is no less favorable than the period of time applicable to other  distributions.
If a Participant dies after the date distribution of his vested interest in his


                                       49
<PAGE>


Separate  Account  begins  under this  Article,  but  before  his entire  vested
interest in his Separate Account is distributed,  his Beneficiary  shall receive
distribution  of the  remainder  of the  Participant's  vested  interest  in his
Separate  Account  beginning as soon as  reasonably  practicable  following  the
Participant's date of death in a form that provides for distribution at least as
rapidly as under the form in which the Participant  was receiving  distribution.
Notwithstanding the provisions of this Section, distribution may also be made to
a  Participant's  Beneficiary  in accordance  with a valid  election made by the
Participant  pursuant  to  Section  242(b)(2)  of  the  Tax  Equity  and  Fiscal
Responsibility Act of 1982.

15.3 - CASH OUTS AND PARTICIPANT CONSENT

Notwithstanding  any  other  provision  of  the  Plan  to  the  contrary,  if  a
Participant's  vested  interest in his Separate  Account does not exceed $3,500,
distribution  of such  vested  interest  shall be made to the  Participant  in a
single sum payment as soon as reasonably  practicable  following his  Settlement
Date. If a Participant's vested interest in his Separate Account is $0, he shall
be  deemed to have  received  distribution  of such  vested  interest  as of his
Settlement  Date. If a  Participant's  vested  interest in his Separate  Account
exceeds $3,500, distribution shall not commence to such Participant prior to his
Normal Retirement Date without the Participant's written consent. If at the time
of a  distribution  or deemed  distribution  to a Participant  from his Separate
Account,  the  Participant's  vested interest in his Separate  Account  exceeded
$3,500, then for purposes of this Section,  the Participant's vested interest in
his Separate Account on any subsequent date shall be deemed to exceed $3,500.

15.4 - REQUIRED COMMENCEMENT OF DISTRIBUTION

Notwithstanding any other provision of the Plan to the contrary, distribution of
a Participant's  vested  interest in his Separate  Account shall commence to the
Participant no later than the earlier of:

(a)  60 days  after the  close of the Plan  Year in which (i) the  Participant's
     Normal  Retirement  Date occurs,  (ii) the 10th  anniversary of the year in
     which  he  commenced  participation  in  the  Plan  occurs,  or  (iii)  his
     Settlement Date occurs, whichever is latest; or

(b)  the April 1 following  the close of the  calendar  year in which he attains
     age 70 1/2, whether or not his Settlement Date has occurred, except that if
     a Participant attained age 70 1/2 prior to January 1, 1988, and was not a


                                       50
<PAGE>


     five-percent  owner (as  defined  in  Section  416 of the Code) at any time
     during the  five-Plan-Year  period ending within the calendar year in which
     he attained age 70 1/2,  distribution of such Participant's vested interest
     in his Separate  Account shall commence no later than the April 1 following
     the close of the  calendar  year in which he attains age 70 1/2 or retires,
     whichever is later.

Distributions  required to commence under this Section shall be made in the form
provided under Article XVI and in accordance with Section  401(a)(9) of the Code
and regulations issued thereunder, including the minimum distribution incidental
benefit   requirements.   Notwithstanding   the   provisions  of  this  Section,
distribution  may  also be  made to a  Participant  in  accordance  with a valid
election made by the Participant pursuant to Section 242(b)(2) of the Tax Equity
and Fiscal Responsibility Act of 1982.

15.5 - REEMPLOYMENT OF A PARTICIPANT

If a Participant whose Settlement Date has occurred is reemployed by an Employer
or a Related  Company,  he shall lose his right to any  distribution  or further
distributions  from the Trust  arising  from his prior  Settlement  Date and his
interest in the Trust shall  thereafter be treated in the same manner as that of
any other Participant whose Settlement Date has not occurred.

15.6 - RESTRICTIONS ON ALIENATION

Except as  provided in Section  401(a)(13)  of the Code  relating  to  qualified
domestic relations orders and Section  1.401(a)-13(b)(2) of Treasury regulations
relating to Federal tax levies and  judgments,  no benefit under the Plan at any
time  shall be subject in any  manner to  anticipation,  alienation,  assignment
(either at law or in equity),  encumbrance,  garnishment,  levy,  execution,  or
other legal or equitable  process;  and no person shall have power in any manner
to  anticipate,  transfer,  assign  (either at law or in  equity),  alienate  or
subject to attachment, garnishment, levy, execution, or other legal or equitable
process,  or in any way  encumber  his  benefits  under  the  Plan,  or any part
thereof, and any attempt to do so shall be void.

15.7 - FACILITY OF PAYMENT

If the  Administrator  finds  that any  individual  to whom an amount is payable
hereunder is incapable of  attending  to his  financial  affairs  because of any
mental or physical  condition,  including the  infirmities of advanced age, such
amount  (unless prior claim  therefor  shall have been made by a duly  qualified
guardian or other legal representative) may, in the discretion of the


                                       51
<PAGE>


Administrator,  be  paid  to  another  person  for  the  use or  benefit  of the
individual  found  incapable  of  attending  to  his  financial  affairs  or  in
satisfaction of legal  obligations  incurred by or on behalf of such individual.
The Trustee shall make such payment only upon receipt of written instructions to
such effect from the  Administrator.  Any such  payment  shall be charged to the
Separate  Account from which any such payment would  otherwise have been paid to
the individual  found incapable of attending to his financial  affairs and shall
be a complete discharge of any liability therefor under the Plan.

15.8 - INABILITY TO LOCATE PAYEE

If  any  benefit  becomes  payable  to  any  person,   or  to  the  executor  or
administrator  of any  deceased  person,  and if that person or his  executor or
administrator does not present himself to the Administrator  within a reasonable
period  after the  Administrator  mails  written  notice of his  eligibility  to
receive a distribution  hereunder to his last known address and makes such other
diligent  effort to locate  the  person as the  Administrator  determines,  that
benefit will be  forfeited.  However,  if the payee later files a claim for that
benefit, the benefit will be restored.

15.9 - DISTRIBUTION PURSUANT TO QUALIFIED DOMESTIC RELATIONS ORDERS

Notwithstanding any other provision of the Plan to the contrary,  if a qualified
domestic  relations order so provides,  distribution may be made to an alternate
payee pursuant to a qualified  domestic  relations  order, as defined in Section
414(p) of the Code, regardless of whether the Participant's  Settlement Date has
occurred  or  whether  the  Participant  is  otherwise  entitled  to  receive  a
distribution under the Plan.


                                       52
<PAGE>


                                   ARTICLE XVI
                                 FORM OF PAYMENT


16.1 - NORMAL FORM OF PAYMENT

Unless the Participant,  or his Beneficiary, if the Participant has died, elects
the optional form of payment,  distribution shall be made to the Participant, or
his  Beneficiary,  as the case may be, in a single sum payment.  Distribution of
the fair market value of the  Participant's  Separate  Account  under either the
normal or optional forms of payment shall be made in cash or in kind, as elected
by the Participant.

16.2 - OPTIONAL FORM OF PAYMENT

A  Participant,  or his  Beneficiary,  as the case may be,  may elect to receive
distribution  in a series of  installments  over a period not exceeding the life
expectancy  of  the  Participant,  or  the  Participant's  Beneficiary,  if  the
Participant has died, or a period not exceeding the joint life and last survivor
expectancy of the Participant and his  Beneficiary.  Each  installment  shall be
equal in amount  except as  necessary  to adjust for any changes in the value of
the Participant's Separate Account. The determination of life expectancies shall
be made on the  basis  of the  expected  return  multiples  in Table V and VI of
Section 1.72-9 of the Treasury  regulations and shall be calculated  either once
at the time  installment  payments begin or annually for the Participant  and/or
his  Beneficiary,  if  his  Beneficiary  is his  spouse,  as  determined  by the
Participant at the time installment payments begin.

16.3 - CHANGE OF OPTION ELECTION

A Participant  or  Beneficiary  who has elected the optional form of payment may
revoke  or change  his  election  at any time  prior to the date as of which his
benefit  commences by filing with the  Administrator  a written  election in the
form prescribed by the Administrator.

16.4 - DIRECT ROLLOVER

Notwithstanding  any other  provision  of the Plan to the  contrary,  in lieu of
receiving  distribution  in the form of payment  provided under this Article,  a
"qualified   distributee"  may  elect  in  writing,  in  accordance  with  rules
prescribed by the  Administrator,  to have any portion or all of a  distribution
made on or after January 1, 1993,  that is an "eligible  rollover  distribution"
paid directly by the Plan to the "eligible  retirement  plan"  designated by the
"qualified distributee";


                                       53
<PAGE>


provided, however, that this provision shall not apply if the total distribution
is less  than  $200  and  that a  "qualified  distributee"  may not  elect  this
provision  with respect to a portion of a  distribution  that is less than $500.
Any such payment by the Plan to another  "eligible  retirement  plan" shall be a
direct  rollover.  For purposes of this Section,  the  following  terms have the
following meanings:

(a)  An  "eligible  retirement  plan"  means an  individual  retirement  account
     described in Section 408(a) of the Code, an individual  retirement  annuity
     described  in Section  408(b) of the Code,  an annuity  plan  described  in
     Section  403(a) of the Code,  or a  qualified  trust  described  in Section
     401(a) of the Code that accepts rollovers;  provided, however, that, in the
     case of a direct  rollover by a surviving  spouse,  an eligible  retirement
     plan does not include a qualified  trust described in Section 401(a) of the
     Code.

(b)  An "eligible  rollover  distribution"  means any distribution of all or any
     portion  of the  balance of a  Participant's  Separate  Account;  provided,
     however,  that an eligible  rollover  distribution  does not  include:  any
     distribution  that  is one of a  series  of  substantially  equal  periodic
     payments  made  not  less  frequently  than  annually  for the life or life
     expectancy  of the qualified  distributee  or the joint lives or joint life
     expectancies of the qualified  distributee and the qualified  distributee's
     designated beneficiary, or for a specified period of ten years or more; and
     any distribution to the extent such  distribution is required under Section
     401(a)(9) of the Code.

(c)  A "qualified distributee" means a Participant, his surviving spouse, or his
     spouse  or  former  spouse  who is an  alternate  payee  under a  qualified
     domestic relations order, as defined in Section 414(p) of the Code.

16.5 - NOTICE REGARDING FORMS OF PAYMENT

Within the 60 day period ending 30 days before the date as of which distribution
of a Participant's  Separate Account commences,  the Administrator shall provide
the Participant  with a written  explanation of his right to defer  distribution
until his Normal  Retirement  Date, or such later date as may be provided in the
Plan, his right to make a direct  rollover,  and the forms of payment  available
under the Plan.  Distribution of the Participant's Separate Account may commence
less than 30 days after such notice is provided  to the  Participant  if (i) the
Administrator clearly informs the Participant of his right to


                                       54
<PAGE>


consider his election of whether or not to make a direct  rollover or to receive
a distribution prior to his Normal Retirement Date and his election of a form of
payment for a period of at least 30 days following his receipt of the notice and
(ii) the Participant,  after receiving the notice, affirmatively elects an early
distribution.

16.6 - REEMPLOYMENT

If a  Participant  is  reemployed  by an Employer or a Related  Company prior to
receiving  distribution  of the entire  balance of his  vested  interest  in his
Separate Account, his prior election of a form of payment hereunder shall become
ineffective.

16.7 - DISTRIBUTION IN THE FORM OF EMPLOYER STOCK

Notwithstanding  any other provision of the Plan to the contrary,  a Participant
may elect to  receive  distribution  of the fair  market  value of his  Separate
Account in the form of Employer stock. Absent such election, distribution of the
Participant's Separate Account shall be made in cash.

16.8 - SECTION 242(B)(2) ELECTIONS

Notwithstanding any other provisions of this Article,  distribution on behalf of
a  Participant,  including  a  five-percent  owner,  may be made  pursuant to an
election under Section 242(b)(2) of the Tax Equity and Fiscal Responsibility Act
of 1982 and in accordance with all of the following requirements:

(a)  The  distribution is one which would not have  disqualified the Trust under
     Section  401(a)(9)  of the  Code as in  effect  prior to  amendment  by the
     Deficit Reduction Act of 1984.

(b)  The distribution is in accordance with a method of distribution  elected by
     the Participant whose interest in the Trust is being distributed or, if the
     Participant is deceased, by a Beneficiary of such Participant.

(c)  Such  election  was  in  writing,  was  signed  by the  Participant  or the
     Beneficiary, and was made before January 1, 1984.

(d)  The  Participant  had accrued a benefit  under the Plan as of December  31,
     1983.

(e)  The method of  distribution  elected by the  Participant or the Beneficiary
     specifies the time at which  distribution  will  commence,  the period over
     which  distribution  will be made, and in the case of any distribution upon
     the


                                       55
<PAGE>


     Participant's  death, the Beneficiaries of the Participant  listed in order
     of priority.

A  distribution  upon  death  shall not be made under  this  Section  unless the
information in the election  contains the required  information  described above
with respect to the  distributions to be made upon the death of the Participant.
For any distribution which commences before January 1, 1984, but continues after
December 31, 1983, the Participant or the Beneficiary to whom such  distribution
is being made will be presumed  to have  designated  the method of  distribution
under which the  distribution is being made, if this method of distribution  was
specified  in  writing  and  the  distribution  satisfies  the  requirements  in
paragraphs  (a)  and  (e) of  this  Section.  If an  election  is  revoked,  any
subsequent  distribution  will be in accordance with the other provisions of the
Plan.  Any changes in the election  will be considered to be a revocation of the
election. However, the mere substitution or addition of another Beneficiary (one
not designated as a Beneficiary in the election), under the election will not be
considered to be a revocation of the election,  so long as such  substitution or
addition does not alter the period over which distributions are to be made under
the election  directly,  or indirectly  (for  example,  by altering the relevant
measuring life).


                                       56
<PAGE>


                                  ARTICLE XVII
                                  BENEFICIARIES


17.1 - DESIGNATION OF BENEFICIARY

A married Participant's  Beneficiary shall be his spouse, unless the Participant
designates  a person or persons  other than his spouse as  Beneficiary  with his
spouse's written consent.  A Participant may designate a Beneficiary on the form
prescribed by the Administrator.  If no Beneficiary has been designated pursuant
to the provisions of this Section, or if no Beneficiary survives the Participant
and he has no surviving spouse, then the Beneficiary under the Plan shall be the
Participant's estate. If a Beneficiary dies after becoming entitled to receive a
distribution under the Plan but before  distribution is made to him in full, and
if no other  Beneficiary  has been  designated  to  receive  the  balance of the
distribution in that event, the estate of the deceased  Beneficiary shall be the
Beneficiary as to the balance of the distribution.

17.2 - SPOUSAL CONSENT REQUIREMENTS

Any written spousal consent given pursuant to this Article must  acknowledge the
effect of the action taken and must be witnessed by a Plan  representative  or a
notary public. In addition, the spouse's written consent must either (i) specify
any  non-spouse   Beneficiary  designated  by  the  Participant  and  that  such
Beneficiary  may  not  be  changed  without  written  spousal  consent  or  (ii)
acknowledge  that  the  spouse  has the  right to limit  consent  to a  specific
Beneficiary,  but permit the  Participant to change the  designated  Beneficiary
without the spouse's further consent.  A Participant's  spouse will be deemed to
have given written  consent to the  Participant's  designation of Beneficiary if
the Participant  establishes to the satisfaction of a Plan  representative  that
such consent cannot be obtained  because the spouse cannot be located or because
of  other  circumstances  set  forth  in  Section  401(a)(11)  of the  Code  and
regulations issued thereunder.  Any written consent given or deemed to have been
given by a  Participant's  spouse  hereunder shall be valid only with respect to
the spouse who signs the consent.


                                       57
<PAGE>


                                  ARTICLE XVIII
                                 ADMINISTRATION


18.1 - AUTHORITY OF THE SPONSOR

The Sponsor, which shall be the administrator for purposes of ERISA and the plan
administrator   for  purposes  of  the  Code,   shall  be  responsible  for  the
administration  of the Plan and,  in  addition  to the  powers  and  authorities
expressly  conferred  upon it in the  Plan,  shall  have  all  such  powers  and
authorities  as may be  necessary  to  carry  out the  provisions  of the  Plan,
including the power and  authority to interpret  and construe the  provisions of
the Plan,  to make benefit  determinations,  and to resolve any  disputes  which
arise  under the Plan.  The  Sponsor  may employ  such  attorneys,  agents,  and
accountants  as it may deem necessary or advisable to assist in carrying out its
duties  hereunder.  The  Sponsor  shall be a "named  fiduciary"  as that term is
defined in Section 402(a)(2) of ERISA. The Sponsor may:

(a)  allocate  any  of  the  powers,  authority,  or  responsibilities  for  the
     operation   and   administration   of  the   Plan   (other   than   trustee
     responsibilities  as defined in Section  405(c)(3)  of ERISA)  among  named
     fiduciaries; and

(b)  designate a person or persons other than a named fiduciary to carry out any
     of such powers, authority, or responsibilities;

except that no allocation by the Sponsor of, or  designation by the Sponsor with
respect to, any of such powers,  authority, or responsibilities to another named
fiduciary or a person other than a named fiduciary shall become effective unless
such  allocation or designation  shall first be accepted by such named fiduciary
or other person in a writing signed by it and delivered to the Sponsor.

18.2 - ACTION OF THE SPONSOR

Any act  authorized,  permitted,  or  required to be taken under the Plan by the
Sponsor and which has not been delegated in accordance with Section 18.1, may be
taken by a majority of the  members of the board of  directors  of the  Sponsor,
either by vote at a meeting, or in writing without a meeting, or by the employee
or  employees of the Sponsor  designated  by the board of directors to carry out
such  acts  on  behalf  of  the  Sponsor.  All  notices,   advice,   directions,
certifications,  approvals,  and instructions required or authorized to be given
by the  Sponsor as under the Plan shall be in writing and signed by either (i) a
majority of the members of the board of directors of the Sponsor or by such


                                       58
<PAGE>


member or members as may be designated  by an  instrument in writing,  signed by
all the members  thereof,  as having  authority to execute such documents on its
behalf,  or (ii) the employee or employees  authorized to act for the Sponsor in
accordance with the provisions of this Section.

18.3 - CLAIMS REVIEW PROCEDURE

Whenever  a claim  for  benefits  under  the Plan  filed by any  person  (herein
referred  to as the  "Claimant")  is denied,  whether  in whole or in part,  the
Sponsor shall transmit a written notice of such decision to the Claimant  within
90 days of the date the claim was filed or, if special  circumstances require an
extension,  within 180 days of such  date,  which  notice  shall be written in a
manner calculated to be understood by the Claimant and shall contain a statement
of (i) the specific reasons for the denial of the claim, (ii) specific reference
to  pertinent  Plan  provisions  on which  the  denial  is  based,  and  (iii) a
description of any additional material or information necessary for the Claimant
to perfect the claim and an  explanation  of why such  information is necessary.
The notice shall also include a statement  advising the Claimant that, within 60
days of the date on which he receives such notice,  he may obtain review of such
decision in accordance with the procedures  hereinafter  set forth.  Within such
60-day period,  the Claimant or his authorized  representative  may request that
the  claim  denial be  reviewed  by filing  with the  Sponsor a written  request
therefor, which request shall contain the following information:

(a)  the date on which  the  Claimant's  request  was  filed  with the  Sponsor;
     provided, however, that the date on which the Claimant's request for review
     was in fact filed with the Sponsor shall control in the event that the date
     of the actual filing is later than the date stated by the Claimant pursuant
     to this paragraph;

(b)  the  specific  portions  of the  denial  of his claim  which  the  Claimant
     requests the Sponsor to review;

(c)  a statement by the Claimant  setting forth the basis upon which he believes
     the Sponsor  should  reverse the previous  denial of his claim for benefits
     and accept his claim as made; and

(d)  any written  material  (offered as exhibits) which the Claimant desires the
     Sponsor to examine in its  consideration of his position as stated pursuant
     to paragraph (c) of this Section.


                                       59
<PAGE>


Within 60 days of the date determined  pursuant to paragraph (a) of this Section
or, if special circumstances require an extension, within 120 days of such date,
the Sponsor  shall  conduct a full and fair review of the  decision  denying the
Claimant's claim for benefits and shall render its written decision on review to
the  Claimant.  The  Sponsor's  decision on review  shall be written in a manner
calculated  to be  understood  by the Claimant and shall specify the reasons and
Plan provisions upon which the Sponsor's decision was based.

18.4 - QUALIFIED DOMESTIC RELATIONS ORDERS

The Sponsor  shall  establish  reasonable  procedures to determine the status of
domestic  relations  orders  and  to  administer  distributions  under  domestic
relations orders which are deemed to be qualified orders.  Such procedures shall
be in writing and shall comply with the provisions of Section 414(p) of the Code
and regulations issued thereunder.

18.5 - INDEMNIFICATION

In addition to whatever  rights of  indemnification  the members of the board of
directors of the Sponsor or any employee or employees of the Sponsor to whom any
power,  authority,  or responsibility is delegated pursuant to Section 18.2, may
be entitled under the articles of  incorporation  or regulations of the Sponsor,
under any  provision  of law, or under any other  agreement,  the Sponsor  shall
satisfy any  liability  actually and  reasonably  incurred by any such person or
persons, including expenses, attorneys' fees, judgments, fines, and amounts paid
in  settlement  (other  than  amounts  paid in  settlement  not  approved by the
Sponsor), in connection with any threatened,  pending or completed action, suit,
or proceeding  which is related to the exercising or failure to exercise by such
person  or  persons  of any  of  the  powers,  authority,  responsibilities,  or
discretion as provided under the Plan, or reasonably  believed by such person or
persons to be provided hereunder, and any action taken by such person or persons
in  connection  therewith,  unless the same is  judicially  determined to be the
result of such person or persons' gross negligence or willful misconduct.

18.6 - ACTIONS BINDING

Subject to the provisions of Section 18.3, any action taken by the Sponsor which
is authorized,  permitted, or required under the Plan shall be final and binding
upon the Employers,  the Trustee,  all persons who have or who claim an interest
under the Plan, and all third parties dealing with the Employers or the Trustee.


                                       60
<PAGE>


                                   ARTICLE XIX
                            AMENDMENT AND TERMINATION


19.1 - AMENDMENT

Subject to the  provisions of Section 19.2, the Sponsor may at any time and from
time to time,  by action  of its board of  directors,  or such  officers  of the
Sponsor as are  authorized  by its board of  directors,  amend the Plan,  either
prospectively  or  retroactively.   Any  such  amendment  shall  be  by  written
instrument executed by the Sponsor.

19.2 - LIMITATION ON AMENDMENT

The Sponsor shall make no amendment to the Plan which shall decrease the accrued
benefit of any Participant or Beneficiary,  except that nothing contained herein
shall  restrict the right to amend the  provisions  of the Plan  relating to the
administration of the Plan and Trust.  Moreover, no such amendment shall be made
hereunder  which shall  permit any part of the Trust to revert to an Employer or
any  Related  Company  or be used or be  diverted  to  purposes  other  than the
exclusive benefit of Participants and Beneficiaries.

19.3 - TERMINATION

The  Sponsor  reserves  the  right,  by  action of its  board of  directors,  to
terminate the Plan as to all Employers at any time (the  effective  date of such
termination being hereinafter  referred to as the "termination  date"). Upon any
such  termination  of the Plan,  the  following  actions  shall be taken for the
benefit of Participants and Beneficiaries:

(a)  As of the  termination  date,  each Investment Fund shall be valued and all
     Separate Accounts and Sub-Accounts shall be adjusted in the manner provided
     in Article XI, with any  unallocated  contributions  or  forfeitures  being
     allocated as of the termination  date in the manner  otherwise  provided in
     the Plan. The  termination  date shall become a Valuation Date for purposes
     of Article XI. In  determining  the net worth of the Trust,  there shall be
     included  as a  liability  such  amounts as shall be  necessary  to pay all
     expenses  in  connection   with  the  termination  of  the  Trust  and  the
     liquidation and distribution of the property of the Trust, as well as other
     expenses, whether or not accrued, and shall include as an asset all accrued
     income.

(b)  All  Separate  Accounts  shall then be disposed of to or for the benefit of
     each Participant or Beneficiary in


                                       61
<PAGE>


     accordance  with the  provisions of Article XV as if the  termination  date
     were his Settlement  Date;  provided,  however,  that  notwithstanding  the
     provisions of Article XV, if the Plan does not offer an annuity  option and
     if neither his  Employer  nor a Related  Company  establishes  or maintains
     another defined  contribution  plan (other than an employee stock ownership
     plan as defined  in Section  4975(e)(7)  of the  Code),  the  Participant's
     written consent to the  commencement of distribution  shall not be required
     regardless of the value of the vested portions of his Separate Account.

(c)  Notwithstanding  the  provisions  of  paragraph  (b) of  this  Section,  no
     distribution  shall be made to a Participant  of any portion of the balance
     of his Tax-Deferred  Contributions Sub-Account prior to his separation from
     service (other than a distribution  made in accordance with Article XIII or
     required in  accordance  with  Section  401(a)(9)  of the Code)  unless (i)
     neither his Employer nor a Related Company establishes or maintains another
     defined  contribution  plan (other than an employee stock ownership plan as
     defined in Section  4975(e)(7)  of the Code,  a tax credit  employee  stock
     ownership  plan as  defined  in Section  409 of the Code,  or a  simplified
     employee  pension as defined in Section  408(k) of the Code)  either at the
     time the Plan is  terminated  or at any time  during the  period  ending 12
     months after distribution of all assets from the Plan;  provided,  however,
     that  this  provision  shall  not apply if fewer  than two  percent  of the
     Eligible  Employees under the Plan were eligible to participate at any time
     in  such  other  defined  contribution  plan  during  the  24-month  period
     beginning 12 months before the Plan termination,  and (ii) the distribution
     the Participant receives is a "lump sum distribution" as defined in Section
     402(e)(4) of the Code, without regard to clauses (i), (ii), (iii), and (iv)
     of sub-paragraph (A), sub-paragraph (B), or sub-paragraph (H) thereof.

Notwithstanding  anything to the contrary  contained in the Plan,  upon any such
Plan termination, the vested interest of each Participant and Beneficiary in his
Employer  Contributions  Sub-Account  shall be 100  percent;  and, if there is a
partial  termination of the Plan, the vested  interest of each  Participant  and
Beneficiary  who  is  affected  by  the  partial  termination  in  his  Employer
Contributions  Sub-Account  shall be 100 percent.  For purposes of the preceding
sentence  only,  the Plan shall be deemed to  terminate  automatically  if there
shall be a complete discontinuance of contributions hereunder by all Employers.


                                       62
<PAGE>


19.4 - REORGANIZATION

The merger, consolidation, or liquidation of any Employer with or into any other
Employer or a Related  Company shall not constitute a termination of the Plan as
to such Employer.  If an Employer  disposes of  substantially  all of the assets
used by the Employer in a trade or business or disposes of a  subsidiary  and in
connection  therewith  one  or  more  Participants   terminates  employment  but
continues  in  employment  with  the  purchaser  of  the  assets  or  with  such
subsidiary,  no distribution from the Plan shall be made to any such Participant
prior  to his  separation  from  service  (other  than a  distribution  made  in
accordance with Article XIII or required in accordance with Section 401(a)(9) of
the Code),  except that a  distribution  shall be permitted to be made in such a
case,  subject to the Participant's  consent (to the extent required by law), if
(i) the distribution  would  constitute a "lump sum  distribution" as defined in
section  402(e)(4) of the Code,  without regard to clauses (i), (ii),  (iii), or
(iv) of sub-paragraph (A), sub-paragraph (B), or sub-paragraph (H) thereof, (ii)
the Employer  continues to maintain  the Plan after the  disposition,  (iii) the
purchaser  does  not  maintain  the Plan  after  the  disposition,  and (iv) the
distribution  is made by the end of the second  calendar year after the calendar
year in which the disposition occurred.

19.5 - WITHDRAWAL OF AN EMPLOYER

An Employer  other than the Sponsor may withdraw  from the Plan at any time upon
notice in writing to the  Administrator  (the effective date of such  withdrawal
being  hereinafter  referred to as the "withdrawal  date"),  and shall thereupon
cease to be an  Employer  for all  purposes of the Plan.  An  Employer  shall be
deemed  automatically  to  withdraw  from the Plan in the event of its  complete
discontinuance  of  contributions,  or,  subject to Section  19.4 and unless the
Sponsor otherwise  directs,  it ceases to be a Related Company of the Sponsor or
any other Employer. Upon the withdrawal of an Employer, the withdrawing Employer
shall determine  whether a partial  termination has occurred with respect to its
Employees.  In the event  that the  withdrawing  Employer  determines  a partial
termination has occurred, the action specified in Section 19.3 shall be taken as
of the  withdrawal  date, as on a termination of the Plan, but with respect only
to Participants  who are employed solely by the withdrawing  Employer,  and who,
upon such  withdrawal,  are neither  transferred  to nor continued in employment
with any other Employer or a Related  Company.  The interest of any  Participant
employed by the  withdrawing  Employer  who is  transferred  to or  continues in
employment with any other Employer or a Related Company, and the interest of any
Participant  employed  solely by an Employer or a Related Company other than the
withdrawing


                                       63
<PAGE>


Employer,  shall remain  unaffected  by such  withdrawal;  no  adjustment to his
Separate  Accounts  shall  be made by  reason  of the  withdrawal;  and he shall
continue as a Participant  hereunder subject to the remaining  provisions of the
Plan.


                                       64
<PAGE>


                                   ARTICLE XX
                           ADOPTION BY OTHER ENTITIES


20.1 - ADOPTION BY RELATED COMPANIES

A Related  Company that is not an Employer may, with the consent of the Sponsor,
adopt the Plan and  become an  Employer  hereunder  by  causing  an  appropriate
written  instrument  evidencing  such adoption to be executed in accordance with
the  requirements of its  organizational  authority.  Any such instrument  shall
specify the effective date of the adoption.

20.2 - EFFECTIVE PLAN PROVISIONS

An Employer who adopts the Plan shall be bound by the  provisions of the Plan in
effect at the time of the adoption and as  subsequently in effect because of any
amendment to the Plan.


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<PAGE>


                                   ARTICLE XXI
                            MISCELLANEOUS PROVISIONS


21.1 - NO COMMITMENT AS TO EMPLOYMENT

Nothing  contained  herein shall be construed as a commitment or agreement  upon
the part of any person to continue  his  employment  with an Employer or Related
Company,  or as a commitment  on the part of any Employer or Related  Company to
continue the employment, compensation, or benefits of any person for any period.

21.2 - BENEFITS

Nothing in the Plan nor the Trust  Agreement  shall be  construed  to confer any
right or claim upon any person,  firm, or corporation  other than the Employers,
the Trustee, Participants, and Beneficiaries.

21.3 - NO GUARANTEES

The  Employers,  the  Administrator,  and the Trustee do not guarantee the Trust
from loss or depreciation, nor do they guarantee the payment of any amount which
may become due to any person hereunder.

21.4 - EXPENSES

The  expenses  of  administration  of the Plan,  including  the  expenses of the
Administrator and fees of the Trustee, shall be paid from the Trust as a general
charge thereon,  unless the Sponsor elects to make payment.  Notwithstanding the
foregoing,  the  Sponsor  may  direct  that  administrative  expenses  that  are
allocable to the Separate Account of a specific  Participant  shall be paid from
that Separate  Account and the costs incident to the management of the assets of
an  Investment  Fund  or to the  purchase  or  sale  of  securities  held  in an
Investment Fund shall be paid by the Trustee from such Investment Fund.

21.5 - PRECEDENT

Except as otherwise  specifically  provided,  no action taken in accordance with
the Plan shall be  construed  or relied upon as a precedent  for similar  action
under similar circumstances.


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<PAGE>


21.6 - DUTY TO FURNISH INFORMATION

The Employers,  the  Administrator,  and the Trustee shall furnish to any of the
others any documents,  reports,  returns,  statements, or other information that
the other  reasonably  deems  necessary  to  perform  its  duties  hereunder  or
otherwise imposed by law.

21.7 - WITHHOLDING

The  Trustee  shall  withhold  any tax which by any  present  or  future  law is
required to be  withheld,  and which the  Administrator  notifies the Trustee in
writing is to be so withheld, from any payment to any Participant or Beneficiary
hereunder.

21.8 - MERGER, CONSOLIDATION, OR TRANSFER OF PLAN ASSETS

The Plan shall not be merged or consolidated  with any other plan, nor shall any
of its assets or liabilities be transferred to another plan, unless, immediately
after such merger,  consolidation,  or transfer of assets or  liabilities,  each
Participant in the Plan would receive a benefit under the Plan which is at least
equal to the benefit he would have  received  immediately  prior to such merger,
consolidation,  or transfer of assets or liabilities  (assuming in each instance
that the Plan had then terminated).

21.9 - BACK PAY AWARDS

The  provisions  of this  Section  shall  apply  only to an  Employee  or former
Employee  who  becomes  entitled  to back  pay by an award  or  agreement  of an
Employer  without  regard to  mitigation  of  damages.  If a person to whom this
Section  applies was or would have become an Eligible  Employee  after such back
pay award or  agreement  has been  effected,  and if any such person who had not
previously  elected to make Tax-Deferred  Contributions  pursuant to Section 4.1
shall within 30 days of the date he receives  notice of the  provisions  of this
Section make an election to make  Tax-Deferred  Contributions in accordance with
such Section 4.1  (retroactive  to any Enrollment Date as of which he was or has
become eligible to do so), then such Participant may elect that any Tax-Deferred
Contributions not previously made on his behalf but which,  after application of
the  foregoing  provisions  of this  Section,  would  have been  made  under the
provisions  of Article  IV,  shall be made out of the  proceeds of such back pay
award or agreement.  In addition,  if any such Employee or former Employee would
have been eligible to participate  in the  allocation of Employer  Contributions
under the  provisions  of Article VI for any prior Plan Year after such back pay
award or  agreement  has been  effected,  his  Employer  shall make an  Employer
Contribution  equal to the amount of the Employer  Contribution which would have
been


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<PAGE>


allocated to such  Participant  under the  provisions of Article VI as in effect
during each such Plan Year. The amounts of such additional  contributions  shall
be  credited  to the  Separate  Account  of  such  Participant.  Any  additional
contributions  made by such  Participant  and by an  Employer  pursuant  to this
Section shall be made in accordance  with, and subject to the limitations of the
applicable provisions of Articles IV, VI, and VII.

21.10 - CONDITION ON EMPLOYER CONTRIBUTIONS

Notwithstanding  anything  to the  contrary  contained  in the Plan or the Trust
Agreement,  any  contribution of an Employer  hereunder is conditioned  upon the
continued qualification of the Plan under Section 401(a) of the Code, the exempt
status of the Trust under Section 501(a) of the Code, and the  deductibility  of
the contribution  under Section 404 of the Code. Except as otherwise provided in
this Section and Section  21.11,  however,  in no event shall any portion of the
property  of the Trust ever  revert to or  otherwise  inure to the benefit of an
Employer or any Related Company.

21.11 - RETURN OF CONTRIBUTIONS TO AN EMPLOYER

Notwithstanding  any other  provision of the Plan or the Trust  Agreement to the
contrary, in the event any contribution of an Employer made hereunder:

(a)  is made under a mistake of fact, or

(b)  is disallowed as a deduction under Section 404 of the Code,

such  contribution  may be  returned to the  Employer  within one year after the
payment of the  contribution or the  disallowance of the deduction to the extent
disallowed,  whichever is  applicable.  In the event the Plan does not initially
qualify under Section 401(a) of the Code, any  contribution  of an Employer made
hereunder may be returned to the Employer  within one year of the date of denial
of the  initial  qualification  of the  Plan,  but  only if an  application  for
determination  was made  within  the  period of time  prescribed  under  Section
403(c)(2)(B) of ERISA.

21.12 - VALIDITY OF PLAN

The validity of the Plan shall be determined and the Plan shall be construed and
interpreted in accordance  with the laws of the State or  Commonwealth  in which
the  Sponsor  has its  principal  place of  business,  except  as  preempted  by
applicable  Federal law. The  invalidity  or  illegality of any provision of the
Plan shall not affect the legality or validity of any other part thereof.


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<PAGE>



21.13 - TRUST AGREEMENT

The Trust Agreement and the Trust maintained  thereunder shall be deemed to be a
part of the Plan as if fully set forth  herein and the  provisions  of the Trust
Agreement are hereby incorporated by reference into the Plan.

21.14 - PARTIES BOUND

The Plan shall be binding upon the Employers, all Participants and Beneficiaries
hereunder,  and,  as the  case may be,  the  heirs,  executors,  administrators,
successors, and assigns of each of them.

21.15 - APPLICATION OF CERTAIN PLAN PROVISIONS

A  Participant's  Beneficiary,  if the  Participant has died, or alternate payee
under a qualified domestic relations order shall be treated as a Participant for
purposes of directing  investments as provided in Article X. For purposes of the
general  administrative  provisions and limitations of the Plan, a Participant's
Beneficiary or alternate payee under a qualified  domestic relations order shall
be treated as any other person entitled to receive benefits under the Plan. Upon
any  termination  of the Plan, any such  Beneficiary or alternate  payee under a
qualified  domestic  relations  order who has an interest  under the Plan at the
time of such  termination,  which  does not  cease by reason  thereof,  shall be
deemed to be a Participant for all purposes of the Plan.

21.16 -      Leased Employees

Any leased employee,  other than an excludable leased employee, shall be treated
as an employee of the Employer  for which he performs  services for all purposes
of the Plan with respect to the provisions of Sections 401(a)(3),  (4), (7), and
(16), and 408(k), 410, 411, 415, and 416 of the Code; provided, however, that no
leased  employee shall accrue a benefit  hereunder  based on service as a leased
employee  except as  otherwise  specifically  provided  in the  Plan.  A "leased
employee"  means any person who  performs  services for an Employer or a Related
Company (the "recipient")  (other than an employee of the recipient) pursuant to
an  agreement   between  the  recipient  and  any  other  person  (the  "leasing
organization")  on a substantially  full-time basis for a period of at least one
year, provided that such services are of a type historically  performed,  in the
business field of the recipient,  by employees.  An "excludable leased employee"
means any leased  employee of the recipient  who is covered by a money  purchase
pension plan maintained by the leasing organization


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<PAGE>


which provides for (i) a nonintegrated  employer  contribution on behalf of each
participant in the plan equal to at least ten percent of compensation, (ii) full
and immediate  vesting,  and (iii) immediate  participation  by employees of the
leasing  organization  (other than  employees who perform  substantially  all of
their  services  for the leasing  organization  or whose  compensation  from the
leasing  organization in each plan year during the four-year  period ending with
the plan year is less than $1,000); provided,  however, that leased employees do
not constitute  more than 20 percent of the  recipient's  nonhighly  compensated
work force. For purposes of this Section,  contributions or benefits provided to
a leased employee by the leasing  organization that are attributable to services
performed for the recipient shall be treated as provided by the recipient.

21.17 - TRANSFERRED FUNDS

If funds from another  qualified  plan are  transferred or merged into the Plan,
such funds shall be held and  administered in accordance  with any  restrictions
applicable to them under such other plan to the extent required by law and shall
be accounted for separately to the extent necessary to accomplish the foregoing.

21.18 - IN WRITING REQUIREMENT

All references in the Plan to "in writing" or "written,"  other than  references
to such terms in Section  15.3,  Article XVI and  Article  XVII,  shall  include
physical  written  documents as well as  "writings"  through  electronic  and/or
telephonic media.


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<PAGE>


                                  ARTICLE XXII
                              TOP-HEAVY PROVISIONS


22.1 - DEFINITIONS

For  purposes of this  Article,  the  following  terms shall have the  following
meanings:

(a)  The  "compensation" of an employee means compensation as defined in Section
     415 of the Code and regulations  issued thereunder.  In no event,  however,
     shall the  compensation of a Participant  taken into account under the Plan
     for any Plan Year exceed (1)  $200,000  for Plan Years  beginning  prior to
     January 1, 1994,  or (2)  $150,000  for Plan  Years  beginning  on or after
     January 1, 1994  (subject  to  adjustment  annually  as provided in Section
     401(a)(17)(B) and Section 415(d) of the Code; provided,  however,  that the
     dollar  increase in effect on January 1 of any  calendar  year,  if any, is
     effective  for  Plan  Years  beginning  in  such  calendar  year).  If  the
     compensation  of a  Participant  is  determined  over a period of time that
     contains  fewer  than 12  calendar  months,  then the  annual  compensation
     limitation   described  above  shall  be  adjusted  with  respect  to  that
     Participant by multiplying the annual compensation limitation in effect for
     the Plan Year by a fraction  the  numerator  of which is the number of full
     months in the period and the denominator of which is 12; provided, however,
     that no proration is required for a  Participant  who is covered  under the
     Plan for less than one full Plan Year if the  formula  for  allocations  is
     based on  Compensation  for a period of at least 12 months.  In determining
     the  compensation,   for  purposes  of  applying  the  annual  compensation
     limitation described above, of a Participant who is a five-percent owner or
     one  of  the  ten  Highly  Compensated  Employees  receiving  the  greatest
     compensation  for the Plan  Year,  the  compensation  of the  Participant's
     spouse and of his lineal descendants who have not attained age 19 as of the
     close of the Plan Year shall be included as compensation of the Participant
     for the Plan Year. If as a result of applying the family  aggregation  rule
     described  in the  preceding  sentence the annual  compensation  limitation
     would be  exceeded,  the  limitation  shall be prorated  among the affected
     family  members in proportion to each member's  compensation  as determined
     prior to application of the family aggregation rules.

(b)  The  "determination  date" with respect to any Plan Year means the last day
     of the preceding Plan Year, except that


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<PAGE>


     the  determination  date with  respect  to the first Plan Year of the Plan,
     shall mean the last day of such Plan Year.

(c)  A "key  employee"  means  any  Employee  or  former  Employee  who is a key
     employee  pursuant to the  provisions of Section  416(i)(1) of the Code and
     any Beneficiary of such Employee or former Employee.

(d)  A "non-key employee" means any Employee who is not a key employee.

(e)  A  "permissive  aggregation  group"  means  those  plans  included  in each
     Employer's required aggregation group together with any other plan or plans
     of the  Employer,  so long as the entire  group of plans would  continue to
     meet the requirements of Sections 401(a)(4) and 410 of the Code.

(f)  A  "required  aggregation  group"  means the group of  tax-qualified  plans
     maintained by an Employer or a Related  Company  consisting of each plan in
     which a key employee  participates  and each other plan that enables a plan
     in which a key employee  participates  to meet the  requirements of Section
     401(a)(4) or Section 410 of the Code,  including  any plan that  terminated
     within the five-year period ending on the relevant determination date.

(g)  A "super  top-heavy  group" with respect to a particular  Plan Year means a
     required or  permissive  aggregation  group that,  as of the  determination
     date,  would qualify as a top-heavy group under the definition in paragraph
     (i) of this  Section with "90 percent"  substituted  for "60 percent"  each
     place where "60 percent" appears in the definition.

(h)  A "super  top-heavy  plan" with respect to a  particular  Plan Year means a
     plan that, as of the determination  date, would qualify as a top-heavy plan
     under the  definition  in  paragraph  (j) of this Section with "90 percent"
     substituted  for "60 percent" each place where "60 percent"  appears in the
     definition.  A plan is also a  "super  top-heavy  plan"  if it is part of a
     super top-heavy group.

(i)  A "top-heavy group" with respect to a particular Plan Year means a required
     or permissive  aggregation group if the sum, as of the determination  date,
     of the present value of the cumulative  accrued  benefits for key employees
     under all defined benefit plans included in such group and the aggregate of
     the account balances of key employees under all defined  contribution plans
     included in such group


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<PAGE>


     exceeds 60 percent of a similar sum determined for all employees covered by
     the plans included in such group.

(j)  A "top-heavy plan" with respect to a particular Plan Year means (i), in the
     case of a defined  contribution  plan  (including any  simplified  employee
     pension  plan),  a plan  for  which,  as of  the  determination  date,  the
     aggregate of the accounts (within the meaning of Section 416(g) of the Code
     and the  regulations  and rulings  thereunder) of key employees  exceeds 60
     percent of the  aggregate  of the  accounts of all  participants  under the
     plan,  with the  accounts  valued  as of the  relevant  valuation  date and
     increased for any  distribution of an account balance made in the five-year
     period  ending on the  determination  date,  (ii), in the case of a defined
     benefit plan, a plan for which, as of the  determination  date, the present
     value of the cumulative accrued benefits payable under the plan (within the
     meaning  of  Section  416(g) of the Code and the  regulations  and  rulings
     thereunder) to key employees exceeds 60 percent of the present value of the
     cumulative  accrued  benefits  under the plan for all  employees,  with the
     present value of accrued benefits to be determined under the accrual method
     uniformly  used under all plans  maintained  by an Employer  or, if no such
     method  exists,  under  the  slowest  accrual  method  permitted  under the
     fractional  accrual rate of Section  411(b)(1)(C) of the Code and including
     the present value of any part of any accrued  benefits  distributed  in the
     five-year  period  ending  on the  determination  date,  and (iii) any plan
     (including  any  simplified  employee  pension plan) included in a required
     aggregation  group  that  is  a  top-heavy  group.  For  purposes  of  this
     paragraph,  the accounts  and accrued  benefits of any employee who has not
     performed  services  for  an  Employer  or a  Related  Company  during  the
     five-year period ending on the determination date shall be disregarded. For
     purposes  of this  paragraph,  the  present  value  of  cumulative  accrued
     benefits   under  a  defined   benefit   plan  for  purposes  of  top-heavy
     determinations   shall  be  calculated  using  the  actuarial   assumptions
     otherwise  employed  under  such  plan,  except  that  the  same  actuarial
     assumptions  shall be used for all plans  within a required  or  permissive
     aggregation group. A Participant's interest in the Plan attributable to any
     Rollover  Contributions,  except  Rollover  Contributions  made from a plan
     maintained by an Employer or a Related Company,  shall not be considered in
     determining  whether the Plan is top-heavy.  Notwithstanding the foregoing,
     if a plan is included in a required or permissive aggregation group that is
     not a top-heavy group, such plan shall not be a top-heavy plan.


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<PAGE>



(k)  The "valuation date" with respect to any determination  date means the most
     recent  Valuation Date occurring  within the 12-month  period ending on the
     determination date.

22.2 - APPLICABILITY

Notwithstanding any other provision of the Plan to the contrary,  the provisions
of this Article  shall be  applicable  during any Plan Year in which the Plan is
determined  to be a  top-heavy  plan  as  hereinafter  defined.  If the  Plan is
determined to be a top-heavy  plan and upon a subsequent  determination  date is
determined no longer to be a top-heavy  plan, the vesting  provisions of Article
VI shall again  become  applicable  as of such  subsequent  determination  date;
provided,  however,  that  if the  prior  vesting  provisions  do  again  become
applicable,  any Employee with three or more years of Vesting  Service may elect
in accordance  with the provisions of Article VI, to continue to have his vested
interest in his Employer Contributions Sub-Account determined in accordance with
the vesting schedule specified in Section 22.5.

22.3 - MINIMUM EMPLOYER CONTRIBUTION

If the Plan is determined  to be a top-heavy  plan,  the Employer  Contributions
allocated  to the Separate  Account of each non-key  employee who is an Eligible
Employee and who is employed by an Employer or a Related Company on the last day
of such  top-heavy  Plan  Year  shall be no less  than the  lesser  of (i) three
percent of his compensation or (ii) the largest  percentage of compensation that
is allocated as an Employer  Contribution and/or  Tax-Deferred  Contribution for
such Plan Year to the Separate Account of any key employee;  except that, in the
event the Plan is part of a required  aggregation  group, and the Plan enables a
defined benefit plan included in such group to meet the  requirements of Section
401(a)(4) or 410 of the Code, the minimum  allocation of Employer  Contributions
to each such non-key employee shall be three percent of the compensation of such
non-key employee.  Any minimum allocation to a non-key employee required by this
Section shall be made without regard to any social security contribution made on
behalf of the non-key  employee,  his number of hours of  service,  his level of
compensation,   or  whether  he   declined  to  make   elective   or   mandatory
contributions.  Notwithstanding the minimum top-heavy allocation requirements of
this Section,  if the Plan is a top-heavy plan, each non-key  employee who is an
Eligible Employee and who is employed by an Employer or a Related Company on the
last day of a  top-heavy  Plan Year and who is also  covered  under a  top-heavy
defined benefit plan maintained by an Employer or a Related Company will receive
the top-heavy  benefits  provided under the defined  benefit plan in lieu of the
minimum top-heavy


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<PAGE>


allocation under the Plan offset by the benefits provided under the Plan.

22.4 - ADJUSTMENTS TO SECTION 415 LIMITATIONS

If the Plan is  determined  to be a top-heavy  plan and an Employer  maintains a
defined  benefit plan covering some or all of the Employees  that are covered by
the Plan, the defined  benefit plan fraction and the defined  contribution  plan
fraction,  described in Article VII,  shall be determined as provided in Section
415 of the Code by  substituting  "1.0"  for  "1.25"  each  place  where  "1.25"
appears,  except that such substitutions shall not be applied to the Plan if (i)
the Plan is not a super top-heavy plan, (ii) the Employer  Contribution for such
top-heavy  Plan  Year for each  non-key  employee  who is to  receive  a minimum
top-heavy  benefit  hereunder  is not less than  four  percent  of such  non-key
employee's compensation, and (iii) the minimum annual retirement benefit accrued
by a non-key employee who  participates  under one or more defined benefit plans
of an Employer or a Related  Company  for such  top-heavy  Plan Year is not less
than the lesser of three  percent  times years of service  with an Employer or a
Related Company or thirty percent.

22.5 - ACCELERATED VESTING

If the  Plan is  determined  to be a  top-heavy  plan,  a  Participant's  vested
interest in his Employer  Contributions  Sub-Account shall be determined no less
rapidly than in accordance with the following vesting schedule:

      Years of Vesting Service                Vested Interest

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



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<PAGE>


                                  ARTICLE XXIII
                                 EFFECTIVE DATE


23.1 - EFFECTIVE DATE OF AMENDMENT AND RESTATEMENT

This amendment and restatement is effective as of October 1, 1997.


                                      * * *

              EXECUTED AT       Newport Beach                   , 
                          --------------------------------------
       California       , this __29th___ day of   September     , 1997.
------------------------       ---------        ----------------    --

                    DOWNEY SAVINGS AND LOAN ASSOCIATION, F.A.


                   By:         /s/ JoLene M. Wryn
                       -------------------------------------------
                       Title: SVP, Director of Human Resources



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