GENERAL SIGNAL CORPORATION


	SAVINGS AND STOCK OWNERSHIP PLAN























	As Amended and Restated July 1, 1997
	
												 
 070397

	TABLE OF CONTENTS

ARTICLE			                                    PAGE

	I	PURPOSE	                       	            I-1

	II	DEFINITIONS		                             II-1

	III	ELIGIBILITY AND MEMBERSHIP	                III-1

	IV	MEMBER ELECTED CONTRIBUTIONS	                 IV-1

	V	EMPLOYER CONTRIBUTIONS		                  V-1

	VI	MEMBERS' ACCOUNTS		                       VI-1

	VII	INVESTMENT ELECTIONS	                      VII-1

	VIII	VESTING	 	                           VIII-1

	IX	IN SERVICE WITHDRAWALS		                 IX-1

	X	DISTRIBUTIONS AT TERMINATION OF EMPLOYMENT      X-1

	XI	DISTRIBUTION OF EXCESS DEFERRALS		     XI-1

	XII	DISTRIBUTION OF EXCESS CONTRIBUTIONS	    XII-1

	XIII	DISTRIBUTION OF EXCESS AGGREGATE	         XIII-1
		CONTRIBUTIONS

	XIV	APPLICATION OF FORFEITURES	  	          XIV-1

	XV	TRUST		                                   XV-1

	XVI	ADMINISTRATION	                     	    XVI-1

	XVII	APPROVAL BY THE INTERNAL REVENUE SERVICE     XVII-1

	XVIII	GENERAL PROVISIONS		              XVIII-1

	XIX	AMENDMENT, TERMINATION AND MERGER		    XIX-1

	XX	TRANSFERS OF ACCOUNTS FROM OTHER PLANS	     XX-1

	XXI	TOP-HEAVY PROVISIONS	   	                XXI-1



	ARTICLE I
	PURPOSE


1.1	The purpose of the General Signal Corporation Savings 
and Stock Ownership Plan is to encourage employees to 
make and continue careers with General Signal 
Corporation and its participating subsidiaries by pro-
viding eligible employees with an efficient and con-
venient way to save part of their income on a regular 
and long term tax-preferred basis, to strengthen their 
interest in the Company and its profitability by 
providing an opportunity to invest in the Common Stock 
of General Signal Corporation, and to provide a 
supplemental source of retirement income.

1.2	The Plan was established effective January 1, 1976, and 
was amended from time to time thereafter.  The pro-
visions of this restated Plan apply to all contributions 
made under the Plan with respect to all payrolls paid on 
or after this restatement.  The provisions of the Plan 
as in effect from time to time prior to this restatement 
will continue to apply to all contributions made with 
respect to prior years, unless otherwise specifically 
provided.

1.3	The Plan as amended and restated and its related Trust 
are intended to qualify as a plan and trust which meet 
the requirements of Sections 401(a), 401(k) and 501(a) 
of the Internal Revenue Code of 1986, as from time to 
time amended.




	ARTICLE II
	DEFINITIONS


2.1	When used in the Plan, the following terms, when 
capitalized, have the meanings set forth below:

	(a)	"Accounts" means the separate accounts maintained 
by the Corporate Benefits Committee on behalf of 
each Member, pursuant to Section 6.1, to reflect 
the Member's interest in the Trust Fund.

	(b)	"Act" means the Employee Retirement Income Security 
Act of 1974, as from time to time amended.

	(c)	"Beneficiary" means the person or persons desig-
nated by the Member or otherwise determined in 
accordance with Section 18.8.

	(d)	"Corporate Benefits Committee" means the Corporate 
Benefits Committee appointed to administer the Plan 
in accordance with Article XVI.

	(e)	"Board of Directors" means the Board of Directors 
of the Company.

	(f)	"Code" means the Internal Revenue Code of 1986, as 
from time to time amended.  References to specific 
sections of the Code are deemed to be references to 
any comparable section or sections of any future 
legislation that amends, supplements or supersedes 
such sections.

	(g)	"Company" means General Signal Corporation, a New 
York Corporation.

	(h)	"Compensation" means the amount which an Employee 
receives as salary from the Employer including 
management incentive compensation, sales incentives 
and commissions, overtime pay, vacation pay, 
holiday pay, night shift bonus, as reported for 
federal income tax purposes, and before any reduc-
tion for Tax Deferred Contributions or for any 
salary deferred amounts not included in gross 
income pursuant to Section 125 of the Code, but 
excluding any payments under the Company's stock 
option plans or Long Term Incentive Compensation 
Plan, moving and living allowances, retainers, 
severance payments, any special payments made for 
services performed outside the Member's regular 
duties and other special payments.  Effective 
January 1, 1994, Compensation for any calendar year 
shall be limited to $150,000 (or such larger amount 
as may be determined by the Internal Revenue 
Service).

	(i)	"Continuous Employment" means the following:

		(1)	Continuous Employment is the number of full 
years, completed months and days of service 
with the Controlled Group from the Employee's 
original date of hire to the Employee's 
severance from service date, including periods 
of layoff, leave of absence or other temporary 
breaks in service not in excess of 12 complete 
months.  For this, an Employee's "original 
date of hire" is the date on which the person 
first performs an hour of service for which 
the person is entitled to payment for the 
performance of duties for an Employer or a 
member of the Controlled Group; an Employee's 
"severance from service date" is the earlier 
of the date on which the Employee quits, 
retires, is discharged, or dies, or the first 
anniversary of the first date of absence for 
any other reason (but only if the Employee 
returns to active employment within the 
authorized period of time).  In determining 
whether an Employee has incurred a severance 
from service date, an absence from work for 
any period not in excess of 12-consecutive 
months which begins on or after January 1, 
1985 (i) by reason of the pregnancy of the 
Employee, (ii) by reason of the birth of a 
child of the Employee, (iii) by reason of the 
placement of a child with the Employee in 
connection with the adopting of such child by 
such Employee, or (iv) for purposes of caring 
for such child for a period beginning 
immediately following such birth or placement, 
shall be treated as Continuous Employment for 
this purpose.

		(2)	Continuous Employment will be preserved during 
the first 12 complete months following the 
last day of active employment, but not 
thereafter, and only if the Employee returns 
to active employment within the authorized 
period of time.

		(3)	If an Employee is absent from the service of 
the Controlled Group because of service in the 
uniformed services of the United States and 
the person returns to service with the 
Controlled Group having applied to return 
while the person's reemployment rights were 
protected by law, the absence shall be 
included in the person's Continuous 
Employment.

	(j)	"Controlled Group" means any company which is a 
member of a controlled group of corporations (as 
defined in Section 414(b) of the Code) which also 
includes as a member the Employer; any trade or 
business under common control (as defined in 
Section 414(c) of the Code) with the Employer; any 
organization (whether or not incorporated) which is 
a member of an affiliated service group (as defined 
in Section 414(m) of the Code) which includes the 
Employer; and any other entity required to be 
aggregated with the Employer pursuant to 
regulations under Section 414 (o) of the Code.  
Notwithstanding the foregoing, for purposes of 
Section 6.3, the definitions in Sections 414(b) and 
(c) of the Code shall be modified by substituting 
the phrase "more than 50 percent" for the phrase 
"as least 80 percent" each place it appears in 
Section 1563(a)(1) of the Code.

	(k)	"Disability" means a Member's physical or mental 
incapacity which continues for a period of 6 con-
secutive months and would entitle the Member to 
benefits under the Member's Employer's disability 
plan, or for which disability benefits under the 
Social Security Act are payable.

	(l)	"Effective Date" means January 1, 1976.

	(m)	"Employee" means each person who is employed by an 
Employer but does not include:

		(i)	a person who is neither a citizen nor a 
resident of the United States and who receives 
no earned income from any Employer which 
constitutes income from sources within the 
United States,

		(ii)	any employee of an organization who becomes 
employed by an Employer as a result of the 
acquisition of that organization by the 
Employer, unless and until the Human Resources 
Officer otherwise determines (for purposes of 
this Plan, the date of the acquisition will be 
considered the employee's date of hire unless 
the Human Resources Officer determines 
otherwise),

(iii)  any person included in a unit of employees who 
are covered by a collective bargaining agreement 
which does not expressly provide for 
participation in this Plan, or

		(iv)	a leased employee (as defined in Section 
414(n) of the Code; provided, however, that if 
a leased employee becomes an Employee, prior 
service as a leased employee shall be 
recognized for eligibility and vesting 
purposes.

(n)	"Employer" means the Company or any of its 
subsidiaries or affiliates which may elect to par-
ticipate in the Plan with the consent of the Human 
Resources Officer.

	(o)	"Enrollment Date" means January 1, 1976, or the 
first day of any calendar quarter 
		thereafter.

(p)	"Five percent owner" means with respect to a 
corporation, any person who owns (or is considered 
as owing within the meaning of section 318 of the 
code) more than 5% of the outstanding stock of the 
corporation, or stock possessing more than 5% of 
the total voting power of the corporation.

(q)	"Highly Compensated Employee" means for a Plan Year 
commencing on or after January 1, 1997, any 
employee of the Controlled Group (whether or not 
eligible for membership in the Plan) who
(1)	was a Five Percent Owner for such Plan Year or 
the prior Plan Year, or
(2)	for the preceding Plan Year received 
compensation (as defined in Section 414(q)(4) 
of the Code) in excess of $80,000, and, if the 
Employer so elects, was among the highest 20 
percent of employees for the preceding Plan 
Year when ranked by such compensation paid for 
that year excluding, for purposes of 
determining the number of such employees, such 
employees as the Corporate Benefits Committee 
may determine on a consistent basis pursuant 
to Section 414(q) of the Code.  The $80,000 
dollar amount in the preceding sentence shall 
be adjusted from time to time for cost of 
living in accordance with Section 414(q) of 
the Code.

Notwithstanding the foregoing, employees who are 
nonresident aliens and who receive no earned income from 
the Controlled Group which constitutes income from 
sources within the United States shall be disregarded 
for all purposes of this Section.

The provisions of this Section shall be further subject 
to such additional requirements as shall be described in 
Section 414(q) of the Code and its applicable 
regulations, which shall override any aspects of this 
Section inconsistent therewith.

(r)	"Human Resources Officer" means the chief human 
resources officer of the Company.

(s)	"Investment Committee" means the Investment 
Committee provided for in Article XVI of this Plan.

(t)	"Investment Funds" means:
	(1)	The "Company Stock Fund" which is a fund for 
the investment  in Stock, and


		(2)       Such other funds which may be established 
from time to time by the Investment 	
			Committee. 

(u)	"Matching Contributions" means the contributions 
made by the Employers pursuant to Section 5.1. The 
portion of the Plan consisting of Matching 
Contributions made prior to July 1, 1997 (as 
adjusted for earnings and losses attributable 
thereto) constitutes an employee stock ownership 
plan as defined in Section 4975(e)(7) of the Code 
and a stock bonus plan as described in Section 
401(a) of the Code.  Such portion of this Plan is 
hereinafter referred to as the "ESOP".  The assets 
of the ESOP shall be invested primarily in 
qualifying employer securities as defined by 
Section 4975(e)(8) of the Code. Other amounts 
invested in Stock may also be included in the ESOP 
portion of the Plan.

(v)	"Member" means an Employee who has satisfied the 
requirements for membership in the Plan specified 
in Article III.  An individual will continue to be 
considered a Member until all Accounts maintained 
on the Member's behalf have been either distributed 
or forfeited.

(w)	"Member Elected Contributions" means the Tax 
Deferred Contributions and Taxed Contributions 
which a Member elects to have made under Article 
IV.

(x)	"Plan" means this General Signal Corporation 
Savings and Stock Ownership Plan as it may be 
amended from time to time.

(y)	"Plan Year" means (i) the calendar year beginning 
on the Effective Date and each calendar year there-
after prior to January 1, 1989, (ii) the period 
January 1, 1989 through November 30, 1989 (iii) 
commencing December 1, 1989 the 12-month period 
commencing on each December 1 and ending on the 
succeeding November 30 until November 30, 1991, 
(iv) the period December 1, 1991 through December 
31, 1991 and (v) commencing January 1, 1992, the 
calendar year, and each calendar year thereafter.

(z)	"Retirement" means the Member's termination of 
service for any reason with the Controlled Group on 
or after age fifty-five (55).

	(aa)	"Stock" means the Common Stock, par value of $1.00 
per share, of the Company.

(bb)	"Tax Deferred Contributions" means contributions 
made under Section 4.1 of this Plan at a Member's 
election pursuant to Section 401(k) of the Code and 
which, as to a Member, are considered tax deferred 
under Section 401(k) of the Code, but in an amount 
not to exceed $7,000 (as adjusted under Section 
402(g) of the Code) or such greater amount which 
may be permitted to be contributed to the Plan on a 
tax deferred basis under a qualified cash or 
deferred arrangement under Section 401(k) of the 
Code.

	(cc)	"Taxed Contributions" means Member contributions 
made under this Plan which do 	
		  not qualify for deferral under Section 401(k) of 
the Code.

(dd)	"Trust Agreement" means the instrument or 
instruments executed between the Company and the 
Trustee or Trustees named therein which provides 
for the receiving, holding, investing, and 
disposing of the Trust Fund.

(ee)	"Trust Fund" means the assets of the Plan held by 
the Trustee or Trustees.

(ff)	"Trustee" means the trustee or trustees at any time 
acting under the Trust Agreement or Trust 
Agreements.

(gg)	"Valuation Date" means the last business day of any 
calendar quarter on which the New York Stock 
Exchange is open for trading.


	ARTICLE III
	ELIGIBILITY AND MEMBERSHIP


3.1	Eligibility.  As of any Enrollment Date the individuals 
who are eligible to participate in this Plan and become 
Members are all those who:

	(a)	are Employees and

	(b)	are receiving Compensation.

3.2	Membership.  An eligible Employee can become a Member on 
any Enrollment Date only if:

	(a)	the person has elected to have either Tax Deferred 
Contributions or Taxed Contributions made to the 
Plan as specified in Article IV,

	(b)	the person has signed the enrollment form 
prescribed by the Corporate Benefits Committee and 
filed it with the person's Employer on the first 
day of employment or subsequently at least fifteen 
(15) days prior to the Employee's applicable 
Enrollment Date, and

	(c)	the person is still an Employee and receiving 
Compensation on the Enrollment Date.

	ARTICLE IV
	MEMBER ELECTED CONTRIBUTIONS

4.1	Tax Deferred Contributions.  A Member, unless the person 
ceases to be an Employee, may elect to defer each pay 
period an amount equal to at least 1% but not more than 
17% (only a whole percentage can be elected) of the Com-
pensation which otherwise would have been paid to the 
Member during that period and have that amount 
contributed under the Plan on the Member's behalf by the 
Member's Employer as a Tax Deferred Contribution; 
provided, however, that, even though the amount is not 
equal to a full percentage of Compensation, a Member may 
elect to make aggregate Tax Deferred Contributions of 
$7,000 (as adjusted under the provisions of Section 
402(g)(5) of the Code), or such greater amount which may 
be permitted to be contributed to the Plan on a tax 
deferred basis under a qualified cash or deferred 
arrangement under Section 401(k) of the Code, in any 
taxable year; and further provided that such Tax 
Deferred Contributions shall not exceed the amount 
permitted to be contributed under the provisions of 
Section 415(c) of the Code or under the actual deferral 
percentage test under Section 401(k) (3)(A)(ii) of the 
Code and the regulations thereunder.

4.2	Taxed Contributions.  A Member may elect to make Taxed 
Contributions for each pay period by payroll deductions 
in an amount equal to any whole number percentage of the 
Member's Compensation not to exceed 10% of the Member's 
Compensation subject to a minimum of 1% for a Member who 
has not elected any Tax Deferred Contributions.  In 
addition, a Member's election of Tax Deferred 
Contributions shall automatically be treated as an 
election of Taxed Contributions (subject to the 10% 
limitation on Taxed Contributions) to the extent 
additional Tax Deferred Contributions may not be made by 
reason of the limitation set forth in Section 2.1(bb).

4.3	Aggregate Limitation on Tax Deferred Contributions and 
Taxed Contributions.  Notwithstanding the foregoing 
provisions of Section 4.1 and 4.2, the aggregate per-
centage of  Tax Deferred Contributions and Taxed Contri-
butions may not exceed 17%.
4.4	Change in Contribution Rate.  A Member may discontinue 
or change the Member's rate of Member Elected 
Contributions only as of an Enrollment Date by filing 
the appropriate notice with the Member's Employer at 
least 15 days prior to the applicable  Enrollment Date.  
A Member may not have discontinued contributions made 
up, but may resume having contributions made as of any 
Enrollment Date by filing the enrollment election 
specified in Section 3.2.

4.5	Change in Employment Status.

	(a)	A Member who ceases to be an Employee, but who 
remains in the employment of the Controlled Group, 
will have his or her Member Elected Contributions 
automatically discontinued as of the date of change 
of employment status. Such Member's Elected Contri-
butions may be resumed on any Enrollment Date after 
the Member again becomes an Employee by filing the 
enrollment election specified in Section 3.2, but 
discontinued contributions cannot be made up.

	(b)	No Member Elected Contributions will be made to the 
Plan for any period in which the Member is not 
receiving Compensation.

4.6	Payment of Member Elected Contributions to Trustee.  As 
soon as practicable, but in no event later than 15 days 
after the last day of each month, the Employers will pay 
to the Trustee the amount of each Member's Elected 
Contributions for each payroll paid in the month.

4.7	Modification of Member Elected Contributions to Satisfy 
Code Requirements.

	(a)	In order to satisfy the deferral percentage 
limitations imposed by Section 401(k)(3) of the 
Code or the actual contribution percentage 
limitation imposed by Section 401(m)(3) of the 
Code, the Corporate Benefits Committee may, at any 
time, in its sole discretion and without the prior 
consent of affected Members respectively limit the 
percentage of Tax Deferred Contributions and/or 
Taxed Contributions elected by either all Members 
or all Members who are Highly Compensated 
Employees.  Such limitation will be imposed to the 
extent deemed necessary by the Corporate Benefits 
Committee.

		If any Member's Tax Deferred Contribution rate is 
limited pursuant to this Section or the limitation 
set forth in Section 2.1(bb), the rate at which the 
Member has elected to make Taxed Contributions may 
be considered increased to the extent that the 
Member's Tax Deferred Contribution rate has been 
decreased.  A Member's Taxed Contributions for the 
Plan Year may not exceed 10% of the Member's Com-
pensation for the Plan Year unless the Member is 
precluded by Section 6.3 from having any Tax 
Deferred Contributions made to the Plan, in which 
case the Member's Taxed Contributions will be 
limited to 13% of the Member's Compensation for the 
Plan Year (any refund to the Member to comply with 
this limitation will be made as soon as practicable 
after the end of the Plan Year).  In no event, 
however, shall a Member's Taxed Contributions 
exceed 10% of the Member's aggregate Compensation 
for all of the Plan Years of the Member's 
participation in the Plan.

	(b)	For purposes of determining whether the Plan 
satisfies the deferral percentage limitation 
imposed by Section 401(k)(3) of the Code,

		(1)	the actual deferral percentage specified in 
Section 401(k)(3)(B) of the Code for each 
Member will be the ratio of the Tax Deferred 
Contribution allocated to the Member's 
Accounts for the Plan Year to the Member's 
compensation which meets the requirements of 
Section 414(s) of the Code and the regulations 
thereunder for the Plan Year, and

		(2)	If an individual has not satisfied the 
eligibility requirements set forth in Section 
3.1 of this Plan during any part of the Plan 
Year, Compensation received by such person 
during that period will not be included in 
determining the person's "actual deferral 
percentage" within the meaning of Section 
401(k)(3)(B) of the Code.

	(c)	All Member Elected Contributions are subject to the 
limitations imposed in Section 6.3.

4.8	Contributions During Period Of Military Leave.
(a)	Without regard to any limitations on contributions 
set forth in this Article IV, a Member who is 
credited with Continuous Employment under the 
provisions of Section 2.1(i)(3) because of a period 
of service in the uniformed services of the United 
States, may elect to contribute to the Plan the Tax 
Deferred Contributions and Taxed Contributions that 
could have been contributed to the Plan in 
accordance with the provisions of the Plan had the 
person remained continuously employed by the 
Employer throughout such period of absence ("make-
up contributions").  The amount of make-up 
contributions shall be determined on the basis of 
the Member's Compensation in effect immediately 
prior to the period of absence, and the terms of 
the Plan at such time.  Any Tax Deferred 
Contributions and Taxed Contributions so determined 
shall be limited as provided in the preceding 
Sections of this Article IV and Sections 5.5 and 
6.3 with respect to the Plan Year or Years to which 
such contributions relate rather than the Plan Year 
in which payment is made.  Any payment to the Plan 
described in this paragraph shall be made during 
the period, beginning with the date of reemployment 
or October 13, 1996, if later, whose duration is 
the lesser of three times the period of absence or 
five years.  Earnings (or losses) on make-up 
contributions shall be credited commencing with the 
date the make-up contribution is made in accordance 
with the provisions of Article VI.

	(b)	With respect to a Member who makes the election 
described in paragraph (a) above, the Employer 
shall make Matching Contributions on the make-up 
contributions in the amount described in the 
provisions of Sections 5.1, as in effect for the 
Plan Year to which such make-up contributions 
relate.  Employer Matching Contributions shall be 
made during the period described in paragraph (a) 
above.  Earnings (or losses) on Matching 
Contributions shall be credited commencing with the 
date the contributions are made in accordance with 
the provisions of Article VI.  Any limitations on 
Matching Contributions described in Sections 5.1, 
5.5 or 6.3 shall be applied with respect to the 
Plan Year or Years to which such contributions 
relate rather than the Plan Year or Years in which 
payment is made.

(c)	All contributions under this Section 4.8 are 
considered "annual additions," as defined in 
Section 415(c)(2) of the Code, and shall be limited 
in accordance with the provisions of Section 6.3 
with respect to the Plan Year or Years to which 
such contributions relate rather than the Plan Year 
in which payment is made.

	

	ARTICLE V
	EMPLOYER CONTRIBUTIONS


5.1	Matching Contributions.  On behalf of each Member in its 
employ who is having Tax Deferred Contributions made to 
this Plan pursuant to Section 4.1 or has contributed Tax 
Deferred Contributions on a year to date basis equal to 
1% to 5% of the Member's Compensation for the entire 
Plan Year (or who would have had Tax Deferred 
Contributions made on the Member's behalf but for the 
limitations imposed in Sections 2.1 (bb) 4.1 or 6.3 of 
the Plan), as of any Enrollment Date, each Employer will 
make Matching Contributions to the Plan for each month, 
out of current or accumulated earnings and profits, 
equal to 100% of the first 3% of each such Member's 
Compensation and 50% of each of the next 2% (in whole 
percentages) of each such Member's Compensation;  
provided, however, that no Matching Contributions shall 
be made with respect to Compensation for any period 
during which a Member's right to make Member Elected 
Contributions is suspended by reason of a withdrawal of 
matched Taxed Contributions (see Section 9.3). The 
Matching Contributions are made expressly conditional on 
the Plan satisfying the provisions of Sections 4.1 and 
5.5.  If any portion of the Tax Deferred Contributions 
or Taxed Contributions to which the Matching 
Contributions relate is returned to the Member under 
Article XI or XII, the corresponding Matching 
Contribution shall be forfeited and if any amount of the 
Matching Contribution is deemed an excess aggregate 
contribution under Article XIII, such amount shall be 
forfeited or distributed in accordance with the 
provisions of that Section.

5.2	Profit Requirement.  In the event that any Employer is 
prevented from making its share of such Contributions it 
would be required to make as provided above because it 
has neither current nor accumulated earnings and 
profits, or because its current or accumulated earnings 
and profits are insufficient to make the required 
contribution, then the required Contribution or that 
portion of it in excess of the Employer's current or 
accumulated earnings and profits, if any, which the 
Employer is so prevented from making will be made for 
the Employer by the other Employers who have current or 
accumulated earnings and profits. If more than one of 
the other Employers has current or accumulated earnings 
and profits, then each such Employer will be charged and 
pay that portion of the prevented Contribution which 
bears the same ratio to the total prevented 
Contributions as that Employer's current or accumulated 
earnings and profits (adjusted for its own Contribution 
deductible for the concurrent period without regard to 
its share of the said prevented Contribution) bears to 
the total current or accumulated earnings and profits of 
all Employers having such earnings and profits (adjusted 
to their Contributions deductible without regard to 
their share of the prevented Contribution); and, in 
making this determination, current accumulated earnings 
and profits for such period shall be computed as of the 
close of the concurrent period without diminution by 
reason of any dividends during the concurrent period, 
and current accumulated earnings and profits shall be 
computed as of the beginning of the concurrent period.  
Notwithstanding the above provisions of this paragraph, 
with respect to any period for which a consolidated 
federal income tax return is to be filed for all 
Employers, any required Contribution which an Employer 
may be prevented from making may  be made for such 
Employer by any one or more of the other Employers on 
the above basis or any other basis that the Company may 
determine.  The provisions of this paragraph will apply 
only to those Employers under the Plan which are Members 
of the "affiliated group" including the Company as the 
term "affiliated group" is defined in Section 1504(a) of 
the Code.

5.3	Payment to the Trustee.  As soon as practicable after 
the end of each month, each Employer will pay or 
transfer to the Trustee the amount of its Matching 
Contributions for such month.

5.4	Plan Expenses.
	(a)	The expenses applicable to each Investment Fund, 
including (i) investment management fees and (ii) 
all proper charges and disbursements incurred with 
respect to each Investment Fund (including 
brokerage fees, transfer taxes, consulting fees, 
and any other expenses related to each applicable 
Investment Fund) shall be paid out of the Trust 
Fund and allocated to and deducted from the 
Accounts of Members based on the Members' pro rata 
share of each applicable Investment Fund unless 
such expenses are paid directly by each Employer.

	(b)	Except for expenses applicable to each Investment 
Fund (see Section 5.4(a)), all costs and expenses 
incurred in administering the Plan, including the 
fees and expenses of the Trustees and of counsel 
and other administrative expenses, shall be paid by 
each Employer.

	(c)	Taxes, if any, on assets held by the Trustee or on 
any income derived therefrom, and which are payable 
by the Trustee, shall be paid out of the Trust 
Fund, and allocated to and deducted from the 
Accounts of Members based on the Members' pro rata 
share of all Investment Funds of the Trust Fund.

5.5	Limitations under Section 401(m) of the Code.  In no 
event shall the Matching Contributions and Taxed Con-
tributions exceed the limitations set forth in Section 
401(m) of the Code and the regulations thereunder, 
including the multiple use of the alternative limitation 
under Section 401(m) (9) of the Code.

	ARTICLE VI
	MEMBERS' ACCOUNTS


6.1	Types of Accounts.  In addition to the Accounts main-
tained by the Corporate Benefits Committee with respect 
to Plan Years beginning on and after July 1, 1997, the 
Corporate Benefits Committee will establish and maintain 
on behalf of each Member:

	(a)	A Tax Deferred Contribution Account, to be credited 
with the Member's Tax Deferred Contributions;

	(b)	Taxed Contribution Accounts, to be credited with:

		(1)	the Member's Taxed Contributions made prior to 
January 1, 1987, and

		(2)	the Member's Taxed Contributions made after 
December 31, 1986; 

	(c)	A Rollover Account, to be credited with Transferred 
Assets pursuant to Article XX;			

	(d)	Matching Contribution Accounts, to be credited 
with:  

		(1)	the Matching Employer Contributions allocated 
to the Member prior to July 1, 1997,

		(2)	the Matching Employer Contributions allocated 
to the Member after June 30, 1997, and 

		(3)	the Matching Employer Contributions allocated 
to the Member form a prior employer;	

	(e)	A Matured Stock Account, to be credited with 
Matching Contributions when they become non-
forfeitable in accordance with Article VIII of this 
Plan or Article IX of the Plan as in effect prior 
to this restatement if the Member terminated 
employment prior to July 1, 1997. 

		All amounts will be credited to a Member's Accounts 
as of a Valuation Date and in the appropriate 
Investment Fund, in accordance with the Member's 
investment election made pursuant to Article VII.

6.2	Valuation of Accounts.  As of each Valuation Date, the 
Trustee will determine the net worth of the assets of 
each Investment Fund and report such value to the 
Investment Committee. In determining such net worth, the 
Trustee will evaluate the assets of each Investment Fund 
at their fair market value as of the Valuation Date and 
will deduct any liabilities or other amounts properly 
chargeable against each Investment Fund.  The net worth 
of each Investment Fund will be allocated among the 
various Accounts of each Member in each Fund in the 
following manner:

	(a)	The opening balance in each Account in each Fund 
will be determined by reducing the value of the 
Account as of the prior Valuation Date by any 
withdrawals or distributions made as of such prior 
Valuation Date;

	(b)	The dollar amount of Member Elected Contributions 
and Matching Contributions due each Account since 
the prior Valuation Date will be determined (the 
"current quarter contributions"); and

	(c)	The fair market value of each Fund on the Valuation 
Date as of which the determination is being made 
will be apportioned to each Member's Accounts in 
each Fund based on rate of return factors developed 
separately for the opening balances in all of the 
Accounts in the Fund and the current quarter 
contributions credited to all such Accounts.

6.3	Limitations Imposed Under Section 415 of the Code.
	(a)	The provisions of this Section 6.3 supersede all 
other provisions of this Plan.

	(b)	The total Account Addition of any Member for any 
calendar year may not exceed the lesser of:

		(1)	$30,000, is adjusted pursuant to Section 
415(d) of the Code, or set forth in Section 
415(b)(1) of the Code as in effect for the 
applicable calendar year), or

		(2)	25% of the Member's total compensation for 
such calendar year.  For this purpose, a 
Member's compensation is equal to the Member's 
Compensation, except for calendar years 
commencing prior to January 1, 1998, the 
Member's Tax Deferred Contributions and any 
salary deferral amounts which were included in 
gross income under Section 125 of the Code 
shall not be included in Compensation.

	(c)	The term "Account Addition" means the sum of the 
following amounts allocated to a Member's Accounts 
for any calendar year:

		(1)	The Matching Contributions,

		(2)	the Member's Tax Deferred Contributions,

		(3)	the Member's Taxed Contributions,

		(4)	contributions allocated to any individual 
medical account (as defined in Section 
415(1)(2) of the Code) which is part of a 
defined benefit plan maintained by the 
Employer, and

		(5)	if the Member is a Key Employee (within the 
meaning of Section 21.2(c) hereof), amounts 
attributable to medical benefits allocated to 
an account established for such Member in 
accordance with Section 419A(d) of the Code. 
			
	For purposes of this paragraph (c), any Taxed Deferred 
Contributions distributed under Article XII, and any 
Matching Contributions or Taxed Contributions 
distributed or forfeited under the provisions of Article 
XI, XII or XIII shall be included in the annual addition 
for the year allocated.
 
	(d)	The Corporate Benefits Committee will apply the 
limitation set forth in this Section 6.3 by taking 
into account the Account Additions under any other 
qualified defined contribution plan maintained by 
the Controlled Group.  With respect to calendar 
years commencing prior to January 1, 2000, if any 
Member also participates in any defined benefit 
plan maintained by the Controlled Group, the sum of 
a Member's defined benefit plan fraction for such 
year as defined in Section 415(e)(2) of the Code 
and such Member's defined contribution plan 
fraction for such year as defined in Section 
415(e)(3) of the Code will not exceed 1.0.  In the 
event the sum of such fractions would exceed l.0, 
the Member's retirement benefit under such defined 
benefit plan shall automatically be reduced by the 
amount required in order that the sum of such 
fractions shall not exceed l.0.

	(e)	If amounts which would otherwise be allocated to a 
Member's Accounts must be reduced to satisfy para-
graph (b), the reduction will be made in the 
following order, but only to the extent necessary:

		(1)	The Member's unmatched Taxed Contributions 
shall be reduced to the extent necessary.  The 
amount of the reduction shall be returned to 
the Member, together with any earnings on the 
contributions to be returned.

		(2)	The Member's unmatched Tax Deferred 
Contributions shall be reduced to the extent 
necessary.  The amount of the reduction shall 
be returned to the Member together with any 
earnings on the contributions to be returned.

		(3)	The Member's matched Taxed Contributions and 
corresponding Matching Contributions shall be 
reduced to the extent necessary.  The amount 
of the reduction attributable to the Member's 
matched Taxed Contributions shall be returned 
to the Member, together with any earnings on 
those contributions to be returned, and the 
amount attributable to the Matching 
Contributions shall be forfeited and used to 
reduce subsequent contributions payable by the 
Employer.

(4)    The Member's matched Tax Deferred 
Contributions and corresponding Matching 
Contributions shall be reduced to the extent 
necessary.  The amount of the reduction 
attributable to the Member's matched Tax 
deferred Contributions shall be returned to 
the Member together with any earnings on those 
contributions to be returned, and the amount  
attributable to the Matching Contributions 
shall be forfeited and used to reduce 
subsequent contributions payable by the 
Employer.
		

	ARTICLE VII
	INVESTMENT ELECTIONS


7.1.	Company Stock Fund.
	(a)	Subject to Section 7.1(d), Matching Contributions 
made prior to July 1, 1997 shall be invested in 
Stock, but they may be invested in short term 
obligations of the United States government and 
other investments of a short-term nature, including 
commercial paper, pending investment in Stock.  All 
Matching Contributions credited on or after July 1, 
1997 shall be invested in the Investment Funds in 
the same proportions as selected by the Member for 
Member Elected Contributions.

	(b)	Subject to Section 7.1(c), cash dividends and cash 
proceeds of any other distributions received on the 
Stock will be reinvested in the same manner. The 
shares of Stock from time to time required for the 
purposes of this Plan will be acquired by the 
Trustee by purchase in the open market, or, if 
directed by the Company, by contribution in kind or 
by purchase privately from the Company or any other 
person at a price per share equal to the closing 
price per share at which the shares of Common Stock 
of the Company were sold on the New York Stock 
Exchange on the last business day preceding the day 
of the purchase; it being understood that shares 
purchased from the Company may be either treasury 
shares or authorized but unissued shares, if the 
Company shall make such shares available for the 
purpose, and that the Trustee in its discretion may 
refrain from making purchases in the open market 
whenever in the light of current market conditions 
it deems such refraining to be in the best 
interests of the Members and beneficiaries in the 
Plan.

	(c)	Notwithstanding the provisions of Section 7.1(b), 
the Investment Committee may, in its discretion, 
elect to have all cash dividends received on the 
Stock by the ESOP be distributed in cash to Members 
or their Beneficiaries, as the case may be.  Such 
distribution shall be in an amount attributable to 
the shares of Stock held for each such Member or 
Beneficiary in such Member's or Beneficiary's 
Accounts, whether or not the Member is vested in 
such shares at the time of such payment.  Distri-
bution shall be made not later than 90 days after 
the close of the Plan Year in which the dividends 
are paid.  All such dividends are nonforfeitable to 
the Member or Beneficiary when distributed even 
when they are paid with respect to shares of Stock 
in which the Member or Beneficiary has not attained 
a nonforfeitable interest as of the date of such 
distribution. 

	(d)	A Member may transfer part or all of the balance of 
the Member's Matching Contribution Account which 
represents the amount of the company matching 
contributions previously made to either the Best 
Power Technology, Inc. Retirement Investment Plan 
and Trust or the Retirement Savings Plan for 
Employees of Data Switch Corporation to another 
Investment Fund as of the last day of any calendar 
quarter on 15 days' notice of such transfer to the 
Corporate Benefits Committee.

	(e)	A Member who shall have attained age 55 and shall 
have had at least five years of Continuous Employ-
ment may transfer part or all of the balance of the 
Member's Matching Contribution Account 
(attributable to Matching Contributions made prior 
to July 1, 1997) in the Member's Company Stock Fund 
to another Investment Fund as of the last day of 
any calendar quarter on 15 days' notice of such 
transfer to the Corporate Benefits Committee.

7.2	Funds for Member Elected Contributions.
	(a)	All Members' Elected Contributions will be invested 
in the Investment Funds selected by the Member in 
10% increments, at the time the Member files the 
election specified in Section 3.2, from the 
Investment Funds which are made available from time 
to time by the Investment Committee for that 
purpose.  All Members' Elected Contributions will 
be credited to their Accounts in the respective 
Investment Funds.  All dividends, interest, gains 
and losses of each Investment Fund will be rein-
vested in that Investment Fund and credited to the 
Member's Accounts as of the applicable Valuation 
Date.  The Corporate Benefits Committee will from 
time to time inform the Members of the Investment 
Funds provided under the Trust and specify all 
rules governing the investment by Members in such 
Funds.

	(b)	The making of an election of an Investment Fund is 
the sole responsibility of each Member. Neither the 
Trustee, the Investment Committee, the Corporate 
Benefits Committee, any Employer nor any of their 
officers, directors, or supervisors are authorized 
or permitted to advise a Member as to the election 
of any Investment Fund or Funds or the manner in 
which the Member's Accounts ought to  be invested.

	(c)	A Member may change the Member's investment 
election for future Member Elected Contributions as 
of the first day of any calendar quarter on 15 
days' notice of such change to the Corporate 
Benefits Committee, which notice shall specify the 
new investment election.

	(d)	A Member may transfer part or all of the balance in 
the Member's Accounts in any Investment Fund to one 
or more other Investment Funds as of the last day 
of any calendar quarter on 15 days' notice of such 
transfer to the Corporate Benefits Committee.

 7.3	Distributions.

	(a)	Withdrawals and distributions from the Trust Fund 
will be charged to the Member's Accounts in each 
Fund. The Corporate Benefits Committee may 
establish rules and regulations and accounting 
conventions to determine the particular Account and 
Fund to be charged in the case of a withdrawal or 
distribution of less than the entire balances in 
all of a Member's Accounts in all Funds.

	(b)	The distributable amount in a Member's Account in 
each Fund will be determined on the basis of the 
value of such Account on the Valuation Date coin-
cident with or next preceding the date on which the 
distribution is effected.

	(c)	All withdrawals and distributions will be made in 
cash; provided, however, that, with respect to a 
distribution under Article IX or X, a Member may 
elect to have the Member's distribution paid in the 
form of Stock (with fractional shares to be paid in 
cash) to the extent of the Member's interest in the 
Company Stock Fund.

	ARTICLE VIII
	VESTING


8.1	Vesting.   Each Member is at all times 100% vested the 
value of (a) the participant's Member Elected 
Contribution Accounts and (b) after July 1, 1997 the 
Member's Matching Contribution Account.  A Member who 
terminated employment prior to July 1, 1997  and who 
elected not to receive a distribution from the Plan 
until after the Member"s rights become nonforfeitable 
will vest in the Member's Matching Contribution Account 
effective as of July 1, 1997.

 8.2	Termination of Employment and Transfer Prior to Vesting. 
 If a Member's employment 	
	with the Controlled Group terminated prior to July 1, 
1997 and the Member is not 	reemployed before incurring 
five consecutive 1-year breaks in service (as defined in 
Section 	10.3), the balance of the Member's Matching 
Contributions Account will be forfeited as of 	
	December 31 of the calendar year in which occurs the 
fifth such consecutive 1-year break in 	service and will be 
applied as provided in Section 14.1, unless the Member elected 
not to 	
	receive a distribution from the Plan until after the 
Member's rights become nonforfeitable.

	

	ARTICLE IX
	IN SERVICE WITHDRAWALS

9.1	Elections to Withdraw Funds and Payment.  All withdrawal 
requests for Members who are actively employed must be 
made on the form prescribed by the Corporate Benefits 
Committee, specifying the amount to be withdrawn.  Each 
Member will be entitled to four withdrawal requests per 
calendar year.  All withdrawals will be made as of the 
Valuation Date which follows by at least 15 days the 
date on which the Corporate Benefits Committee receives 
notice of the withdrawal, but the Corporate Benefits 
Committee may, in its sole discretion, impose from time 
to time such other restrictions or conditions on 
withdrawals as it deems necessary to preserve the 
integrity of the Trust Fund.  Payment to a Member will 
be made in a lump sum in cash as soon after the 
Valuation Date as practicable; provided, however, that a 
Member may elect to have the Member's distribution paid 
in the form of Stock (with fractional shares to be paid 
in cash) to the extent of the Member's interest in the 
Company Stock Fund.  All in-service withdrawals will be 
paid pro rata from the Investment Funds of the Member.

9.2	Order of Withdrawals.  All withdrawals by Members prior 
to termination of employment with the Controlled Group 
will be charged to a Member's Accounts in the order and 
under the conditions, if any, which follow:

	(a)	First, to the Member's Taxed Contribution Account,

	(b)	Second, to the Member's Matured Stock Account; pro-
vided, however, that a Member who has not been a 
Member for at least 60 months prior to the 
effective date of a withdrawal may not withdraw 
amounts attributable to Matching Contributions made 
less than 24 months prior to the effective date of 
the withdrawal,

	(c)	Third, to the Member's Tax Deferred Contribution 
Account if the withdrawal is after such Member has 
attained 59 1/2 without proof of hardship, and

	(d)	Fourth, to the Member's Tax Deferred Contribution 
Account if the withdrawal is on account of hardship 
and is approved by the Corporate Benefits 
Committee; provided, however, that on and after 
January 1, 1989, only the amount of the Tax 
Deferred Contributions (but no earnings thereon) 
may be included in a hardship withdrawal.  The 
Corporate Benefits Committee may authorize a 
hardship withdrawal only if (i) the Member 
certifies that the Member requires financial 
assistance to meet an immediate and heavy financial 
need and other resources are not reasonably 
available to meet the need incurred or to be 
incurred in the near future with respect to the 
Member's health or welfare or that of the Member's 
immediate family (such as for the purchase of a 
principal residence for the Member, medical 
expenses not covered by insurance, payment of 
tuition, and related educational fees and room and 
board expenses for post-secondary education for the 
Member, the Member's spouse or children or payment 
of amounts necessary to prevent the eviction of the 
employee from the Member's principal residence or 
foreclosure on the mortgage of the employee's 
principal residence), and (ii) the Member certifies 
to the precise amount required to satisfy the hard-
ship.  A Member shall furnish evidence of hardship 
satisfactory to the Corporate Benefits Committee 
which will be determined on a nondiscriminatory 
basis uniformly applicable to all Members similarly 
situated.  A withdrawal may be authorized only to 
the extent necessary to satisfy the hardship.  The 
Corporate Benefits Committee's decision shall be 
final and binding on the Member.

9.3	Withdrawal of Matched Taxed Contributions.  If a Member 
withdraws any Taxed Contributions that are matched by 
the Employer and such Taxed Contributions have not been 
held by the Plan for at least two years, the Member's 
right to make Member Elected Contributions shall be 
suspended for a period of three months.



9.4	Additional Rules.  The Corporate Benefits Committee may 
prescribe from time to time such additional rules with 
respect to withdrawals (including restricting a Member's 
right to make Member Elected Contributions) as it deems 
appropriate to further the purposes of the Plan, but no 
such rules will cause the forfeiture of vested Accounts.

9.5	Loans.  Pursuant to rules and regulations established by 
the Corporate Benefits Committee, loans may be made 
pursuant to the Plan which shall be charged against a 
Member's Accounts. Such loans may not in the aggregate 
exceed the balance in such Accounts.  In connection with 
such loans, the rules and regulations shall (a) provide 
for the securing of such loans by, among other things, 
the value of the Member's Accounts, (b) provide a 
reasonable rate of interest, (c) set forth the maximum 
loan term, (d) establish any minimum and maximum 
amounts, (e) provide a fixed repayment schedule 
(including payroll deductions), and (f) establish such 
other requirements as the Corporate Benefits Committee 
shall deem appropriate.  Loans shall be available to all 
Members on a non-discriminatory basis with a maximum of 
two loans outstanding at any time.


	ARTICLE X
	DISTRIBUTIONS AT TERMINATION OF EMPLOYMENT


10.1	Distributions on Account of Retirement, Disability or 
Death.  Upon a Member's termination of service by reason 
of Retirement, Disability or upon a Member's death, 
there will be distributed to the Member (or in the case 
of the Member's death, to the Member's Beneficiary), in 
accordance with Section 10.4, the balance of the 
Member's Accounts determined as of the Valuation Date 
coincident with or next following such termination of 
service or death in accordance with Section 10.7.  Such 
distribution shall commence as soon as practicable 
following such Valuation Date.

10.2	Other Distributions.  When a Member terminates employ-
ment with the Controlled Group on or after July 1, 1997 
for reasons other than Retirement, death or Disability, 
the Member will receive a distribution of the value of 
all the Member's Accounts in a lump sum consisting of 
cash and/or whole shares of Corporation Common Stock 
credited to such Accounts as selected by the Member.  If 
the amount credited to a Member's Accounts exceeds 
$3,500, the distribution will not be made prior to the 
Member's attainment of age 62 unless the Member consents 
to the distribution of the Member's Accounts.

10.3	Restoration of Forfeitures.   If a Member forfeited the 
Member's unvested Matching Contribution Accounts by 
reason of a distribution prior to July 1, 1997, such a 
Member may restore account balances which are forfeited 
by repaying the amount distributed to the Member which 
caused the forfeiture.  Repayment may be made at any 
time prior to the earlier of (i) December 31 of the 
fifth calendar year after the calendar year in which the 
distribution was made or (ii) the date on which the 
Member incurs the Member's fifth consecutive 1-year 
break in service commencing after the distribution.  For 
purposes of the preceding sentence, a 1 - year break in 
service means a 12-consecutive month period beginning on 
the severance from service date and ending on each 
anniversary thereof, provided that during such 12-
consecutive month period the Employee does not perform 
an hour of service for which the Member is paid or 
entitled to payment for the performance of duties for an 
Employer or a member of the Controlled Group.

	The amount of a Member's repaid distribution will be 
credited to the Member's Account as of the Enrollment 
Date which follows receipt by the Trustee of such 
repayment.  The restoration of forfeited amounts will be 
effected as of such Enrollment Date by credit to the 
Member's Matching Contribution Account of Stock having a 
fair market value at the Enrollment Date equal to the 
fair market value at the date of forfeiture of the Stock 
forfeited by reason of the distribution.  Repaid amounts 
will be invested in accordance with a new investment 
election filed by the Member with the Corporate Benefits 
Committee.  A Member's restored Matching  Contribution 
Account will be nonforfeitable immediately. 

	The repayment of contributions and the restoration of 
forfeited amounts will not be considered in the Account 
Addition as defined in Section 6.3.

10.4	Methods of Payment.

	(a)	Distributions from the Plan will be paid as 
follows:

	     	(i)	Death.
			Any distribution of Accounts in the event of 
death of a Member will be made by a single 
payment to the Member's Beneficiary consisting 
of cash and Stock credited to the Member's 
Accounts unless the Member has elected an 
alternate method of payment pursuant to 
subsection 10.4(a)(v), in which event the 
Member's remaining interest in the Member's 
Accounts will be distributed in accordance 
with the method of payment being used as of 
the date of the Member's death.

	    	(ii)	Disability
			Any distribution of Accounts in the event of 
Disability of a Member while in the service of 
the Controlled Group will be made by a single 
payment to the Member consisting of cash and 
Stock credited to the Member's Accounts.

	   	(iv)	Termination of Service Prior to Age 55.
			Any distribution of Accounts on account of 
termination of service prior to age 55 pur-
suant to Section 10.2 will be made by a single 
payment to the Member consisting of cash and 
Stock credited to the Member's Accounts.

		(v)	Retirement.
			Any distribution of the Member's Tax Deferred 
and Taxed Contribution Accounts on account of 
Retirement as defined in Section 2.1(z) will 
be made, subject to subsection 10.4(b), in one 
of the following ways selected by the Member, 
provided, however, that if such Accounts total 
less than $10,000 the distribution will be 
made only in one lump sum:

			(1)	in one lump sum;

			(2)	in installments over a period not ex-
ceeding ten years; or

				(3)	in the form of a non-commutable and non- 
assignable annuity but only if a group 
annuity contract constitutes a part of 
the Trust Fund. Any such annuity shall be 
in such form that more  than 50% of its 
actuarial value at its commencement date 
is attributable to payments to be made to 
the Member the himself, unless the 
annuity is payable for a period not 
extending beyond the life expectancy of 
the Member and the Member's spouse.  
Notwithstanding the foregoing, the 
annuity option pursuant to this Section 
10.4(a)(v)(3) shall not be available in 
the case of a Member who has any loan 
outstanding pursuant to Section 9.5.

		No form of distribution permitted under this 
Section 10.4(a) shall provide for payments over a 
period exceeding (i) the life of the Member, (ii) 
the life expectancy of the Member, (iii) the joint 
lives of the Member and the Member's designated 
Beneficiary, or (iv) the joint life and last 
survivor expectancy of the Member and the Member's 
designated Beneficiary (redetermined annually if 
the Member's spouse is the Member's designated 
Beneficiary).

	(b)	If the Member elects to receive an annuity pursuant 
to Section 10.4(a)(v)(3), then any distribution 
(except distribution in Stock) made to a Member who 
is married on the distribution date will be made in 
the form of a Qualified Joint and Survivor Annuity 
unless the Member elects otherwise in the manner 
described below. A Qualified Joint and Survivor 
Annuity is an annuity which (i) has an actuarial 
value equivalent to the amount of the Member's 
distribution (less the value of the Stock 
distributed) and (ii) provides for a distribution 
during the Member's life commencing on the date of 
the Member's Retirement, with the provision that 
after the Member's death (whether before or after 
commencement of benefit payments to the Member) 
distribution at a  rate equal to 50% of the rate of 
the distribution during the Member's life (or which 
would have been made during the Member's life had 
payments commenced on the first day of the month 
next succeeding that in which the Member's death 
occurs) shall be paid during the life of, and to, 
the Member's spouse provided the Member's spouse 
survives the Member.

		A Member may elect by written notice to the 
Corporate Benefits Committee, at any time during 
the election period (and after having received from 
the Corporate Benefits Committee a written notice 
of the availability of such election and the avail-
ability upon request of a written explanation of 
the effect of receiving a distribution in the form 
of a Qualified Joint and Survivor Annuity pursuant 
to this Section 10.4) to receive a distribution in 
the form of an annuity other than the Qualified 
Joint and Survivor Annuity, but only if the 
Member's spouse consents to such election in a 
writing that acknowledges the effect of such 
election and that is witnessed by a notary public 
or Plan  representative.  The election period will 
begin 90 days prior to the commencement of payment 
of a benefit which could be paid in the form of an 
annuity to the Member hereunder and will end on the 
date of commencement of payment of such benefits.  
If the Member requests during the election period a 
written explanation of the terms and conditions of 
the Qualified Joint and Survivor Annuity and the 
financial effect upon the Member's benefits (in 
terms of dollars per annuity payment) of making an 
election not to take the same, payment of benefits 
in any other form will be delayed until the 90th 
day after such written explanation is given, and 
the Member's request for such an explanation shall 
constitute an election that commencement of payment 
of benefits shall be so delayed.  The Corporate 
Benefits Committee will notify each Member who 
elects to receive an annuity not later than 7 days 
after commencement of the election period of the 
Member's right to request the written explanation 
referred to above.  The written explanation will in 
all cases be provided to the Member within 7 days 
after receipt of the Member's request therefor.  
The election in writing will be revocable until the 
election period has expired and shall clearly 
indicate the Member's election to receive the 
Member's benefit hereunder in a form other than 
that of a Qualified Joint and Survivor Annuity.

10.5	Withholding of Taxes.  Income taxes will be withheld 
from distributions and withdrawals as required under 
applicable laws.

10.6	Restrictions on Cashouts.  Unless a Member consents to 
the distribution of the Member's Accounts in accordance 
with the provisions of Section 10.1 or 10.2, as 
applicable, if the nonforfeitable amount credited to 
such Member's Accounts exceeds $3,500, the distribution 
shall not commence prior to the Member's attainment of 
age 62.

10.7	Elections for Distributions and Payment.  All 
distribution requests by Members must be made on the 
form prescribed by the Corporate Benefits Committee.  
All distributions will be made as of the Valuation Date 
which follows by at least 15 days the date on which the 
Corporate Benefits Committee receives notice of the 
distribution.  Payment to a Member will be made in a 
lump sum in cash as soon after the Valuation Date as 
practicable; provided, however, that a Member may elect 
to have the Member's distribution paid in the form of 
Stock (with fractional shares to be paid in cash) to the 
extent of the Member's interest in the Company Stock 
Fund.

10.8	Waiver Of Notice Period.  Except as provided in the 
following sentences, if the value of the vested portion 
of a Member's Accounts exceeds $3,500, an election by 
the Member to receive a distribution shall not be valid 
unless the written election is made (a) after the Member 
has received the notice required under Section 1.411(a)-
11(c) of the Income Tax Regulations and (b) within a 
reasonable time before the effective date of the 
commencement of the distribution as prescribed by said 
regulations.  If a distribution is one to which Sections 
401(a)(11) and 417 of the Code do not apply, such 
distribution may commence less than 30 days after the 
notice required under Section 1.411(a)-11(c) of the 
Income Tax Regulations is given, provided that:

(i)	the Corporate Benefits Committee clearly informs 
the Member that the Member has a right to a period 
of at least 30 days after receiving the notice to 
consider the decision of whether or not to elect a 
distribution (and, if applicable, a particular 
distribution option), and

(ii)	the Member, after receiving the notice under 
Sections 411 and 417, affirmatively elects a 
distribution.

	If the distribution is one to which Sections 401(a)(11) 
and 417 of the Code do apply, a Member may, after 
receiving the notice required under Sections 411 and 417 
of the Code, affirmatively elect to have the Member's 
benefit commence sooner than 30 days following the 
Member's receipt of the required notice, provided all of 
the following requirements are met:

(i)	the Corporate Benefits Committee clearly informs 
the Member that the Member has a period of at least 
30 days after receiving the notice to decide when 
to have the Member's benefit begin and, if 
applicable, to choose a particular optional form of 
payment;

(ii)	the Member affirmatively elects a date for benefits 
to begin and, if applicable, an optional form of 
payment, after receiving the notice;

(iii)	the Member is permitted to revoke the Member's 
election until the later of the Member's benefit 
commencement date or seven days following the day 
the Member received the notice;

(iv)	the Member's benefit commencement date is after the 
date the notice is provided; and

(v)	payment does not commence less than seven days 
following the day after the notice is received by 
the Member.

10.9	Age 70" Required Distribution.  Notwithstanding any 
provisions of the Plan to the contrary, if a Member is a 
Five Percent Owner, distribution of the Member's 
Accounts shall begin no later than the April 1 following 
the calendar year in which the Member attains age 70'. 
No minimum distribution payments will be made to a 
Member while in service under the provisions of Section 
401(a)(9) of the Code on or after January 1, 1997 if the 
Member is not a Five Percent Owner and attains age 70' 
in 1996 or later.  Such Member may, however, elect to 
receive in-service withdrawals in accordance with the 
provisions of Article IX while the Member remains in 
service.

	In the event a Member, other than Member who is a Five 
Percent Owner, was receiving minimum distribution 
payments while in service in accordance with the 
provisions of Section 401(a)(9) of the Code on December 
31, 1996, the Member may elect to suspend payments due 
on and after April 1, 1997 while the Member remains in 
service in accordance with such uniform rules as the 
Corporate Benefits Committee shall adopt.

10.10	Distribution Limitation.  Notwithstanding any other 
provision of this Article X, all distributions from this 
Plan shall conform to the regulations issued under 
Section 401(a)(9) of the Code, including the incidental 
death benefit provisions of Section 401(a)(9)(G) of the 
Code.  Further, such regulations shall override any Plan 
provision that is inconsistent with Section 401(a)(9) of 
the Code.


	ARTICLE XI
	DISTRIBUTION OF EXCESS DEFERRALS


11.1	In General.  Notwithstanding any other provision of the 
Plan, Excess Deferral Amounts and income allocable 
thereto shall be distributed no later than April 15, 
1988, and each April 15 thereafter to Members who claim 
such Allocable Excess Deferral Amounts for the preceding 
calendar year.

11.2	Definitions.  For purposes of this Article XI, "Excess 
Deferral Amount" shall mean the amount of Tax Deferred 
Contributions for a calendar year that the Member 
allocates to this Plan pursuant to the claim procedure 
set forth in Section 11.3.

11.3	Claims.  The Member's claim shall be in writing, shall 
be submitted to the Corporate Benefits Committee no 
later than March 1; shall specify the Member's Excess 
Deferral Amount for the preceding calendar year; and 
shall be accompanied by the Member's written statement 
that if such amounts are not distributed, such Excess 
Deferral Amount, when added to amounts deferred under 
other plans or arrangements described in Sections 
401(k), 408(k) or 403(b) of the Code, exceeds the limit 
imposed on the Member by Section 402(g) of the Code for 
the year in which the deferral occurred.

11.4	Maximum Distribution Amount.  The Excess Deferral Amount 
distributed to a Member with respect to a calendar year 
shall be adjusted for income and, if there is a loss 
allocable to the Excess Deferral, shall in no event be 
less than the lesser of the Member's account under the 
Plan or the Member's Tax Deferred Contributions for the 
calendar year.  To the extent the Excess Deferral Amount 
was matched by Matching Contributions, the Matching 
Contributions, adjusted for gains or losses, shall be 
forfeited.


	ARTICLE XII
	DISTRIBUTION OF EXCESS CONTRIBUTIONS


12.1	In General.  Notwithstanding any other provision of the 
Plan, Excess Contributions and income allocable thereto 
shall be distributed no later than the last day of each 
Plan Year beginning after December 31, 1987, to Members 
on whose behalf such Excess Contributions were made for 
the preceding Plan Year.

12.2	Excess Contributions.  For purposes of this Article XII, 
"Excess Contributions" shall mean the amount described 
in Section 401(k)(8)(B) of the Code.

12.3	Determination of Income.  The income allocable to Excess 
Contributions shall be determined by multiplying income 
allocable to the Member's Tax Deferred Contributions for 
the Plan Year by a fraction, the numerator of which is 
the Excess Contribution on behalf of the Member for the 
preceding Plan Year and the denominator of which is the 
Member's account balance attributable to Tax Deferred 
Contributions on the last day of the preceding Plan 
Year.

12.4	Maximum Distribution Amount.  The Excess Contributions 
which would otherwise be distributed to the Member shall 
be adjusted for income; shall be reduced, in accordance 
with regulations, by the amount of Tax Deferred 
Contributions distributed to the Member; shall, if there 
is a loss allocable to the Excess Contributions, in no 
event be less than the lesser of the Member's account 
under the Plan or the Member's Tax Deferred 
Contributions for the Plan Year.  In the event the 
Excess Contributions were matched by Matching 
Contributions, those Matching Contributions, adjusted in 
gain or losses, shall be forfeited.

	ARTICLE XIII
	DISTRIBUTION OF EXCESS AGGREGATE CONTRIBUTIONS


13.1	In General.  Excess Aggregate Contributions and income 
allocable thereto shall be forfeited, if otherwise 
forfeitable under the terms of this Plan, or if not 
forfeitable, distributed no later than the last day of 
each Plan Year beginning after December 31, 1987, to 
Members to whose accounts Taxed Contributions or 
Matching Contributions were allocated for the preceding 
Plan Year.

13.2	Excess Aggregate Contributions.  For purposes of this 
Article XIII, "Excess Aggregate Contributions" shall 
mean the amount described in Section 401(m)(6)(B) of the 
Code.

13.3	Determination of Income.  The income allocable to Excess 
Aggregate Contributions shall be determined by 
multiplying the income allocable to the Member's Taxed 
Contributions and Matching Contributions for the Plan 
Year by a fraction, the numerator of which is the Excess 
Aggregate Contributions on behalf of the Member for the 
preceding Plan Year and the denominator of which is the 
sum of the Member's account balances attributable to 
Taxed Contributions and Matching Contributions on the 
last day of the preceding Plan Year.

13.4	Maximum Distribution Amount.  The Excess Aggregate 
Contributions to be distributed to a Member shall be 
adjusted for income, and, if there is a loss allocable 
to the Excess Aggregate Contribution, shall in no event 
be less than the lesser of the Member's account under 
the Plan or the Member's Taxed Contributions and 
Matching Contributions for the Plan Year.

13.5	Accounting for Excess Aggregate Contributions.  Excess 
Aggregate Contributions shall be distributed from the 
Member's Taxed Contribution Account, and forfeited if 
otherwise forfeitable under the terms of the Plan (or, 
if not forfeitable, distributed) from the Member's 
Matching Contribution account in proportion to the 
Member's Taxed Contributions and Matching Contributions 
for the Plan Year.

13.6	Allocation of Forfeitures.
	(a)	Amounts forfeited by Highly Compensated Employees 
under this Article XIII shall be:

		(i)	Treated as Account Additions under Section 6.3 
and either;

		(ii)	Applied to reduce employer contributions if 
forfeitures of Matching Contributions under 
the Plan are applied to reduce employer con-
tributions; or

		(iii)	Allocated, after all other forfeitures under 
the Plan, and subject to Section 13.6(b), to 
the same Members and in the same manner as 
such other forfeitures of Matching Contribu-
tions, are allocated to other Members under 
the Plan.

	(b)	Notwithstanding the foregoing, no forfeitures 
arising under this Article XIII shall be allocated 
to the account of any Highly Compensated Employee.

	ARTICLE XIV
	APPLICATION OF FORFEITURES


14.1	Any amount which is forfeited by a Member pursuant to 
Sections 8.2, 11.4, 12.4, 13.5 and 18.7 will be applied, 
as soon as practicable, to reduce Matching Contribu-
tions.


	ARTICLE XV
	TRUST

15.1	Trustee.  The Investment Committee will appoint the 
Trustee or Trustees under the Plan.  The Company may, 
without reference to or action by any Employee, Member 
or Beneficiary or any other Employer, enter into a Trust 
Agreement or Agreements with the Trustee or Trustees and 
from time to time enter into further agreements with the 
Trustee or Trustees amending the Trust Agreement or 
Agreements.  The Investment Committee may at any time 
remove the Trustee or Trustees and appoint a successor 
Trustee or Trustees.

15.2	Acquisition Loans.  The Investment Committee may from 
time to time direct the Trustee to incur an Acquisition 
Loan (as hereinafter defined).  An "Acquisition Loan" 
shall mean a loan to the Trust by a "party in interest" 
as defined in Section 3(14) of ERISA or a "disqualified 
person" as defined in Section 4975(e)(7) of the Code, or 
any other loan which is treated as involving an 
extension of credit to the Trust by such a "party in 
interest" or "disqualified person".  Each Acquisition 
Loan must satisfy the requirements set forth in Treasury 
Regulation Section 54.4975-7(b).

	Except as provided herein or as otherwise required by 
applicable law, no security acquired with the proceeds 
of any Acquisition Loan by the ESOP may be subject to a 
put, call, or other option, or buy-sell or similar 
arrangement while held by and when distributed from the 
ESOP, whether or not the ESOP is then an employee stock 
ownership plan within the meaning of Section 4975(e)(7) 
of the Code.  Any qualifying employer security, within 
the meaning of Code Section 4975(e)(8), which may be 
acquired with the proceeds of any Acquisition Loan by 
the ESOP, will be subject to a put option if it is not 
publicly traded or if it is subject to a trading 
limitation when distributed.  The put option will be 
exercisable only by a Member, the Member's Beneficiary, 
or by a person to whom the security passes by reason of 
a Member's death.  Under the put option the security may 
be put to the Member's Employer or to the Company. The 
put option shall remain in effect for 15 months 
following the date the security is distributed.  If a 
security ceases to be publicly traded without restric-
tion within 15 months after distribution, the Company 
will notify each security holder in writing within 10 
days that the security will be subject to the put option 
exercisable for the remainder of the 15-month period and 
will explain the option terms in such notice.  The 
period of the option shall be extended a day for each 
day the notice is given after the 10-day period expires.

	The put option shall be exercised by written notice to 
the Employer.  The period during which a put option is 
exercisable does not include any time when a distributee 
is unable to exercise it because the party bound by the 
put option is prohibited from honoring it by applicable 
federal or state law.  The price at which the option is 
exercisable is the value of the security, as determined 
under Section 54.4975-11(d)(5) of the Treasury 
Department Regulations.  Securities put under this 
Section 15.2 to the Employer or to the Company shall be 
paid for in cash upon receipt by the Employer or the 
Company of a properly endorsed stock certificate 
representing ownership in the securities. No 
restrictions as to payment shall apply, except by 
applicable state law.  The rights and protections set 
forth in this Section 15.2 shall be non-terminable.

	The provisions of Treasury Department Regulation Section 
54.4975-11(c) shall apply with respect to any assets 
obtained by the ESOP with the proceeds of any loan made 
to the ESOP.

15.3	Special Provisions If Exempt Loan Is Incurred.  Anything 
in the Plan or the ESOP to the contrary notwithstanding, 
if an Acquisition Loan is incurred, the following 
special provisions shall apply:

	(a)	At the direction of the Investment Committee, any 
dividends on allocated or unallocated shares of 
Common Stock of the Company acquired by the ESOP 
with the proceeds of an Acquisition Loan shall be 
applied to pay principal and interest on the loan 
(except to the extent the amount of such dividends 
exceeds the remaining principal balance and 
interest on the loan).

	(b)	The Company shall contribute to the Trust an amount 
which, when added to the dividends described in (a) 
above, is sufficient to make all required payments 
of principal and interest on the loan.  Such 
contributions shall be made at such time or times 
as shall enable the Trustee to make required 
payments of principal and interest on the loan on a 
timely basis.

	(c)	If dividends on shares of Common Stock of the 
Company allocated to the account of a Member are 
applied to the payment of principal or interest on 
an Acquisition Loan, shares of Common Stock of the 
Company with a value equal to the amount of such 
dividends shall be allocated to the Matching 
Contribution Account of such Member.  All other 
shares of Common Stock of the Company released from 
encumbrance under an Acquisition Loan shall be 
treated as Matching Contributions pursuant to 
Section 5.1 in an amount equal to the value of such 
shares as of the date the allocation is made, and 
the Employer's obligation to make Matching Contri-
butions pursuant to Section 5.1 shall be reduced by 
a corresponding amount.

	ARTICLE XVI
	ADMINISTRATION

16.1	Authority and Responsibility of the Board of Directors. 
  The Board of Directors shall have 	the exclusive 
responsibility for:

	(a)	the appointment of a Finance Committee of the 
Board, and its Chairman, which 			committee shall 
be responsible for such duties as shall be delegated to it in 
writing 			by the Board of Directors;

	(b)	the appointment of a Personnel and Compensation 
Committee of the Board, and its 			Chairman, which 
Committee shall be responsible for such duties as shall be 	
			delegated to it in writing by the Board of 
Directors.

	In addition to the above, the Board of Directors  shall 
have such powers, duties and 	responsibilities granted or 
imposed upon it elsewhere in the Plan.

16.2	Appointment of Corporate Benefits Committee.

	(a)	The Plan Administrator shall be a Corporate 
Benefits Committee consisting of at 			least three 
(3) members who shall be appointed from time to time by the 
Personnel 			and Compensation Committee of the Board 
of Directors to serve at its pleasure.  			Members of 
the Corporate Benefits Committee may participate in the Plan 
provided 		they are otherwise eligible to do so.
	
	(b)	The members of the Corporate Benefits Committee may 
appoint from their number such committees with such 
powers as they shall determine, may authorize one 
or more of their number or any agent to execute or 
deliver any instrument or make any payment in their 
behalf, may employ such counsel, accountants, 
actuaries, and such clerical services as they may 
require in carrying out the provisions of the Plan 
and may appoint one or more designees (who need not 
be members of the Committee) to serve at the 
pleasure of the Committee and to exercise such of 
the powers of the Committee as the Committee may 
specify.

	(c)	The Corporate Benefits Committee shall hold 
meetings upon such notice, at such 			time, and at 
such place as they may determine.

	(d)	The Corporate Benefits Committee shall establish 
its own rules of procedure.

16.3	Powers and Duties of the Corporate Benefits Committee.  
 Subject to the limitations of the Plan, the Corporate 
Benefits Committee shall be generally responsible for 
the administration, interpretation and compliance 
requirements under applicable laws pertaining to the 
Plan.  To this end it shall, by way of illustration and 
not limitation:

	(a)	be the named fiduciary for administration of the 
Plan;

	(b)	meet periodically with respect to the 
responsibilities delegated to the Corporate 		
	Benefits Committee by the Board of Directors;
	
	(c)	be responsible for and adopt a program for the 
administration of the Plan;

	(d)	establish and maintained all Plan documents;

	(e)	be responsible for reporting and disclosure as 
required by the Act;

	(f)	delegate to the Human Resources Department (i) the 
responsibility for assuring 			compliance with the 
reporting and disclosure requirements of the Act other than 	
		those involving financial reporting or disclosure, 
and (ii) such other duties as it 			shall determine 
from time to time;

	(g)	engage the Plan's administrative service providers 
and such other counselors and 			advisors as it shall 
deem necessary or advisable;

	(h)	adopt a claims procedure for the Plan;

	(i)	delegate its authority to perform any act 
hereunder, including those matters 				involving 
the exercise of discretion, to such members, subcommittees or 
agents as it 		shall require or deem advisable in 
discharging its responsibilities;

	(j)	determine its own rules of procedure;

	(k)	interpret all the terms of the Plan in its sole 
discretion, and the determination of the 		
	Corporate Benefits Committee as to the interpretation of 
 the Plan or any disputed 			question shall be 
conclusive and final to the extent permitted by applicable 
law;

	(l)	to decide all questions concerning the Plan and the 
eligibility of any Employee to 			participate in 
the Plan;

	(m)	to compute the amount of benefits which shall be 
payable to any Member, retired 			Member, 
contingent annuitant, or beneficiary in accordance with the 
provision of 			the Plan, and to determine the 
person or persons to whom such benefits shall be 		
	paid; and

	(n)	to authorize the payment of benefits.

	In addition to the above, the Corporate Benefits 
Committee shall have such powers, duties and 
responsibilities granted or imposed upon it elsewhere in 
the Plan.



16.4	Appointment of Investment Committee.

(a)	The Investment Committee shall be an investment 
committee consisting of at least three (3) members 
who shall be appointed from time to time by the 
Finance Committee of the Board.  Members of the 
Investment Committee may participate in the Plan 
provided they are otherwise eligible to do so.

	(b)	The members of the Investment Committee may appoint 
from their number such committees with such powers 
as they shall determine, may authorize one or more 
of their number or any agent to execute or deliver 
any instrument or make any payment in their behalf, 
may employ such counsel, accountants, actuaries, 
and such clerical services as they may require in 
carrying out the provisions of the Plan, and may 
appoint one or more designees (who need not be 
members of the Committee) to serve at the pleasure 
of the Investment Committee and to exercise such of 
the powers of the Investment Committee as the 
Committee may specify.

	(c)	The Investment Committee shall hold meetings upon 
such notice, at such time, and at such place as 
they may determine.

	(d)	The Investment Committee shall establish its own 
rules of procedure.

16.5	Powers and Duties of Investment Committee.  The 
Investment Committee shall generally be responsible for 
all assets of the Plan.  To this end it shall, by way of 
illustration and not limitation:

	(a)	be the named fiduciary for all assets of the Plan;

	(b)	meet periodically with respect to the 
responsibilities delegated to the 	Investment  
Committee by the Board of Directors;

	(c)	be responsible for monitoring the investment 
performance of Plan assets and 			ensuring 
compliance with applicable laws;

	(d)	appoint or remove any Trustee, investment manager, 
or financial services 				provider, review all 
written reports of the trustees or investment managers 		
		and, where required, file objections to such 
reports;

	(e)	meet directly, or through its authorized 
representatives, with the investment 			
	managers on a regular basis and review their investment 
performance;

	(f)	engage the Plan's auditors, financial consultants 
and such other
		counselors and advisors as it shall deem necessary 
or advisable;

	(g)	communicate to each Trustee or investment manager 
all requirements and 				objectives of the 
Plan which may be pertinent to the investment of Plan 		
		assets, 	establish investment standards and 
policies and communicate the 				same to the 
Trustee, investment managers or other funding agencies under 
				the Plan;

	(h)	delegate to the Treasury Department (i) the 
responsibility for assuring compliance with the 
financial reporting and disclosure requirements of 
ERISA, and (ii) such other duties as it shall 
determine from time to time;

	(i)	approve any fees expenses paid from the Trust Fund; 
and 

	(j)	delegate its authority to perform any act 
hereunder, including those matters 				involving 
the exercise of discretion, to such members, subcommittees or 
				agents as it  shall require or deem 
advisable in discharging its 				
	responsibilities.

	In addition to the above, the Investment Committee shall 
have such powers, duties 			and responsibilities 
granted or imposed upon it elsewhere in the Plan.

16.6	Name Fiduciaries.   For purposes of the Act, the 
Corporate Benefits Committee and its members and the 
Investment Committee and its members are designated as 
	named fiduciaries with respect to the fiduciary 
matters for which they are 	responsible hereunder.  
The Corporate Benefits Committee, the Investment 
	Committee and the Company may designate persons, 
including persons other than  "named fiduciaries" as 
defined in Act "402(a)(2), to carry out its rights, 
powers, duties and responsibilities.  Any member of the 
Corporate Benefits Committee or  the Investment 
Committee, any subcommittee or agent to whom the 
Corporate 	Benefits Committee or the Investment Committee 
delegates any authority, and any other person or group 
of persons, may serve in more than one fiduciary 
capacity with respect to the Plan.  An insurance company 
underwriting the Plan, or any administrative services 
provider administering the Plan, shall be the named 
	fiduciary thereof with respect to the fiduciary 
matters for which it is responsible, as provided in the 
relevant contract, including the processing and 
reviewing of claims.

16.7	Uniform Administration.  Whenever, in the administration 
of the Plan, any action by 	the Corporate Benefits 
Committee, the Investment Committee or an Employer is 
	required, such action shall be uniform in nature as 
applied to all persons similarly 	situated.

16.8	Indemnification of Fiduciaries.  To the maximum extent 
permitted by law, no member of the Corporate Benefits 
Committee or Investment Committee shall be personally 
liable by reason of any contract or other instrument 
executed by such member or on such member's behalf in 
his or her capacity as a member of said Committees nor 
for any mistake of judgment made in good faith, and the 
Company shall indemnify and hold harmless, directly from 
its own assets (including the proceeds of any insurance 
policy the premiums of which are paid from the Company's 
own assets), each member of the Corporate Benefits 
Committee, Investment Committee and each other officer, 
employee or director of the Company to whom any duty or 
power relating to the administration or interpretation 
of the Plan, or to the management and control of the 
assets of the Plan, may be delegated or allocated, 
against any cost or expense (including counsel fees) or 
liability (including any sum paid in settlement of a 
claim with the approval of the Company) arising out of 
any act or omission to act in connection with the Plan 
unless arising out of such person's own fraud or willful 
misconduct.  Each of the Employer will pay such 
proportion of any claim and/or expense as the Company 
directs.  This indemnification is not intended to 
relieve any member of the Corporate Benefits Committee 
or the Investment Committee from any liability he or she 
may have under the Act for breach of a fiduciary duty or 
otherwise under part 4 of Title I of the Act.

16.9	Compensation and Bonding.  The members of the Corporate 
Benefits Committee and the Investment Committee shall 
not receive any special compensation for service in 
their capacities as members of the Corporate Benefits 
Committee and the Investment Committee but shall be 
reimbursed for any reasonable expenses incurred in 
connection therewith.  No bond or other security (except 
as otherwise required by federal law) need be required 
of the Corporate Benefits Committee or the Investment 
Committee or any member thereof in any jurisdiction. 

16.10	Reliance on Advisors.  The Corporate Benefits Committee, 
the Investment Committee and the Company shall be 
entitled to rely upon the advise, opinions, reports, 
statements and certificates of counsel, consultants, 
accountants and other experts retained by them.

16.11	Claims and Appeal Procedure.  If any claim for benefits 
under the Plan is wholly or partially denied, the 
Corporate Benefits Committee shall give written notice 
by registered or certified mail of such denial to the 
claimant within 90 days after receipt of the written 
claim by the Corporate Benefits Committee.  Notice must 
be written in a manner calculated to be understood by 
the claimant, setting forth the specific reasons for 
such denial, specific reference to pertinent Plan 
provisions on which the denial is based, a description 
of any additional material or information necessary for 
the claimant to perfect the claim and an explanation of 
why such material or information is necessary, and an 
explanation of the Plan's claim review procedure.  The 
Corporate Benefits Committee shall also advise the 
claimant that the claimant or the claimant's duly 
authorized representative may request a review by the 
Corporate Benefits Committee of the decision to deny the 
claim by filing with the Corporate Benefits Committee, 
within 65 days after such notice has been received by 
the claimant, a written request for such review.  The 
claimant may review pertinent documents and submit 
issues and comments in writing within the same 65 day 
period.  If such request is so filed, such review shall 
be made by the Committee within 60 days after receipt of 
such request, unless special circumstances (including, 
but not limited to, a need to hold a hearing) require an 
extension of time for processing, in which case a 
decision shall be rendered not later than 120 days after 
receipt of the request for review.  The claimant shall 
be given written notice within such 60 day period of the 
decision resulting from such review, which shall include 
specific reasons for the decision, written in a manner 
calculated to be understood by the claimant, and 
specific references to the pertinent Plan provisions on 
which the decision was based.

	ARTICLE XVII
	APPROVAL BY THE INTERNAL REVENUE SERVICE


17.1	The Company intends to secure a determination that the 
Plan is a qualified Plan under Section 401(a) and 401(k) 
of the Code, contributions to which are deductible by 
the Employers for Federal income tax purposes.

	All Matching Contributions and Tax Deferred Contri-
butions made by the Employers are hereby expressly 
conditioned upon their deductibility under Section 404 
of the Code and regulations issued thereunder, as 
amended from time to time, and if the deduction for any 
such Contributions is disallowed in whole or in part, 
then such Contributions (to the extent the deduction is 
disallowed) will be returned to the Employers upon 
direction of the Corporate Benefits Committee within one 
year after such disallowance.

17.2	Any modification or amendment of the Plan or the Trust 
Agreement may be made retroactively if necessary or 
appropriate to cause the Plan to qualify or maintain its 
qualification as a Plan and Trust meeting the 
requirements of applicable sections of the Internal 
Revenue Code and/or other Federal and State laws, as now 
in effect or hereafter amended or enacted or a 
determination to that effect. Any such modification or 
amendment, however, will not adversely affect any right 
or obligation of any Member theretofore accrued.

	ARTICLE XVIII
	GENERAL PROVISIONS

18.1	Member Statements.  As soon as practicable following 
the end of each calendar quarter the Corporate Benefits 
Committee will furnish to each Member a statement 
setting forth the balance credited to each of the 
Member's Accounts in each Investment Fund as of the end 
of such calendar year.

18.2	Communications to the Corporate Benefits Committee.  
All elections, notices, designations and other 
communications to the Corporate Benefits Committee will 
be on the forms from time to time prescribed by the 
Corporate Benefits Committee, mailed or delivered to 
the Corporate Benefits Committee in care of the 
Member's Employer, and deemed to have been duly given 
upon receipt.

18.3	No Employment Rights.  The establishment of this Plan 
will not be construed as conferring any legal rights 
upon any Employee or any other person for a 
continuation of employment, nor will it interfere with 
the rights of any Employer to discharge any Employee 
and/or to treat him or her without regard to the effect 
which such treatment might have upon him or her as a 
Member.

18.4  Members Assume Investment Risk.  All benefits payable 
under the Plan will be paid or provided for solely from 
the Trust Fund and neither the Company nor any other 
Employer assumes any liability therefor.  Each Member 
assumes all risk connected with any decrease in the 
market value of any assets held by the Trustee under 
the Plan.  Neither the Trustee, the Corporate Benefits 
Committee, the Investment Committee nor any Employer in 
any way guarantees the Trust Fund against loss or 
depreciation, or the payment of any amount which may be 
or become due to any person from the Trust Fund.



18.5	Facility of Payment Provision.  If any person to whom a 
payment is due hereunder is a minor or is determined by 
the Corporate Benefits Committee to be incompetent by 
reason of physical or mental disability, the Corporate 
Benefits Committee may cause the payments becoming due 
to such person to be made to another for the benefit of 
the minor or incompetent, without responsibility of any 
Employer, the Corporate Benefits Committee, or the 
Trustee to see to the application of such payment. 
Payments made pursuant to such power will  operate as a 
complete discharge of all Employers, the Board, the 
Trustee and the Trust Fund.

18.6	Nonassignability of Benefits.  No right or interest of 
any Member in the Plan is alienable, assignable or 
transferable, or, to the extent permitted by law, 
subject to any lien, in whole or in part, either 
directly or by operation of law, or otherwise, includ-
ing, but not by way of limitation, execution, levy, 
garnishment, attachment, pledge, bankruptcy, or in any 
other manner, and no right or interest of any Member in 
the Plan will be liable for, or be subject to, any 
obligation or liability of such Member.  This Section 
18.6 shall apply to the creation, assignment or 
recognition of a right to any benefit payable with 
respect to a Member pursuant to a domestic relations 
order, but shall not apply if the order is determined 
to be a qualified domestic relations order within the 
meaning of Section 414(p) of the Code.  Notwithstanding 
any other provision of the Plan, benefits payable under 
the Plan shall be paid under the terms of any such 
qualified domestic relations order.

18.7	Prevention of Escheat.  In the event any distribution 
mailed to a Member or the Beneficiary at the last known 
address remains unclaimed by the Member or the Member's 
Beneficiary as the case may be, for a period of 24 
months and payment cannot be made alternatively to the 
estate of either and no surviving spouse, child, 
parent, brother or sister, or grandchild of the Member 
or Beneficiary are known to the Employer or the 
Trustee, or if known, cannot with reasonable diligence 
be located, the amount payable
	may be canceled on the records of the Plan and used to 
reduce Matching Contributions, except that if the 
Member or Beneficiary later notifies the Corporate 
Benefits Committee of the Member's whereabouts and 
requests the amount due the Member under the Plan, the 
amount will be paid in accordance with Article X.

18.8	Designation of Beneficiary.

	   (a)	Any Member may at any time and from time to 
time designate the Beneficiary to whom the amounts 
in the Member's Accounts will be delivered in the 
event of the Member's death.  Any such designation 
will take precedence over any testamentary or other 
disposition.  Such designation or any change or 
cancellation of such designation under this Plan 
will become effective only upon the receipt thereof 
as provided in Section 18.2, and will then relate 
back to the date of its execution; provided, 
however, that neither the Trustee, the Corporate 
Benefits Committee, nor the Employer will be liable 
by reason of any payment made before receipt of 
such designation, change, or cancellation to the 
Member's estate or to any Beneficiary previously 
designated.

	(b)	Notwithstanding any other provision of the Plan to 
the contrary, a married Member who designates a 
Beneficiary other than the Member's spouse must 
obtain the written consent of such spouse, which 
consent acknowledges the effect of such designation 
and is witnessed by a notary public or Plan repre-
sentative.

	(c)	If no Beneficiary designation is effective pursuant 
to this Section 18.8, or if the Corporate Benefits 
Committee or the Trustee are in doubt as to the 
right of any claimant, or if the designated 
Beneficiary predeceases the Member, the amount in 
question may, in the discretion of the Corporate 
Benefits Committee, be paid directly to the estate 
of the Member, in which event the Trustee, the 
Employer, and 
		the Corporate Benefits Committee will have no 
further responsibility or liability with respect 
thereto.

	(d)	Upon receipt by the  of evidence satisfactory to it 
of the death of a Member and of the existence and 
identity of the Beneficiary designated by the 
Member, the Trustee shall pay to such Beneficiary 
an amount equal to the balance of the Member's 
Accounts in accordance with the provisions of 
Article X.

18.9	Voting Rights.  Before each annual or special meeting 
of stockholders of the Company, the Company will cause 
the Trustee to send to each Member a copy of the proxy 
solicitation material therefor, together with a form 
requesting confidential instructions to the Trustee on 
how to vote the shares of Stock allocated to the 
Member's Accounts.  Upon receipt of such instructions 
in conformance with the proxy solicitation material, 
the Trustee will vote the shares of Stock as 
instructed.  Instructions received from individual 
Members by the Trustee will be held in strictest 
confidence and will not be divulged or released to any 
person, including officers or employees of any 
Employer.  The Trustee will vote the shares of Stock 
for which no instructions have been received in the 
same proportion as the shares for which instructions 
have been received.

18.10	Tender or Exchange Offer.  Notwithstanding any other 
provision of this Plan or of the Trust Agreement, the 
Investment Committee shall be the sole named fiduciary 
with respect to the control and management of assets 
held in the Company Stock Fund and the Trustee shall 
have no authority or responsibility with respect to 
such control or management.  If a tender or exchange 
offer is made for Stock, the Investment Committee shall 
determine whether, under the circumstances the terms of 
the offer are such that the provisions of the Plan and 
Trust Agreement requiring retention of Stock in the 
Company Stock Fund (other than to effect distributions 
or inter-account transfers under the Plan) can no 
longer be validly applied without violation of Section 
404(a) of the Act.  In making such determination the 
Investment Committee shall take into account the 
purpose of the Plan to invest Employer contributions 
and designated Member Elected Contributions in Stock.  
If the Investment Committee determines that such 
provisions can no longer be validly applied, such 
Committee may, in its sole discretion, direct a 
disposition of Stock pursuant to such offer.

18.11	Fractional Interests in Stock.  Notwithstanding any 
other provision of  this Plan, no distribution of a 
fractional interest in Stock held by the Trustee will 
be made to any Member or the Member's Beneficiary.  All 
fractional interests in Stock otherwise distributable 
from Members' Accounts will be the amount in such fund 
on the Valuation Date coincident with or next 
succeeding the date the distribution is to be made and 
a sum equal thereto will be distributed in cash. Any 
distribution in cash based on an interest in a 
fractional share will be considered for all purposes 
hereof as a distribution of the fractional interest in 
the share.

18.12	Payment or Distribution to a Member.  Any payment or 
distribution to a Member, or in case of the Member's 
death to the Member's Beneficiary, at the last known 
post office address of the distributee on file with the 
Corporate Benefits Committee, will constitute a 
complete acquittance and discharge to each member of 
the Corporate Benefits Committee, every Director, 
Officer, and employee of each Employer having an 
interest in the Trust Fund.

18.13	Service of Process.  The Corporate Benefits Committee 
is designated as the agent of each Employer and of the 
Plan for service of process to commence any legal 
proceeding against an Employer or against the Plan, 
pertaining to this Plan or the determination of any 
rights hereunder.

18.14	Governing Law.  The validity of the Plan or any of its 
provisions will be determined
 	under, and it shall be construed and administered 
according to, the laws of the State of 	
	New York, except as may be required by any provision of 
the Act.                                        
18.15	Direct Rollover of Eligible Rollover Distributions..  
This Member's Section applies to distributions made on 
or after January 1, 1993.  Notwithstanding any 
provision of the Plan to the contrary that would 
otherwise limit a distributee's election under this 
Section, a distributee may elect, at the time and in 
the manner prescribed by the Corporate Benefits 
Committee, to have any portion of an eligible rollover 
distribution paid directly to an eligible retirement 
plan specified by the distributee in a direct rollover. 
 For purposes of this Section, the following 
definitions apply.

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

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

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

	(d)		Direct rollover:  A direct rollover is payment by 
the Plan to the eligible retirement plan 
specified by the distributee.

18.16	Verti-Line Product Line of Aurora Pump.  Active 
Employees of the Verti-Line product line of Aurora Pump 
on March 17, 1986 shall be 100% vested in the Matching 
Contributions as of March 17, 1986 and shall receive 
such benefits at such time as they become entitled to 
them under the normal terms of such Plan.

18.17	Tapco International, Inc.  Active Employees of Tapco 
International, Inc. on March 31, 1986 shall be 100% 
vested in the Matching Contributions as of March 31, 
1986 and shall receive such benefits at such time as 
they become entitled to them under the normal terms of 
such Plan.

18.18	Warren Communications, Littleton, Massachusetts. Active 
Employees of Warren Communications, Littleton, 
Massachusetts on August 15, 1986 shall be 100% vested 
in the Matching Contributions as of August 15, 1986 and 
shall receive such benefits at such times as they 
become entitled to them under the normal terms of such 
Plans.

18.19	GS Electric Motors, Inc.  Active Employees of GS 
Electric Motors, Inc. involuntarily terminated as a 
result of the closing of the Racine facility on August 
15, 1986 shall be 100% vested in the Matching 
Contributions as of August 15, 1986 and shall receive 
such 
	benefits at such time as they become entitled to them 
under the normal terms of such Plan.

18.20	Kieley & Mueller.  Active Employees of Kieley & Mueller 
involuntarily terminated as a result of the closing of 
the Kieley & Mueller plant shall be 100% vested in the 
Matching Contributions as of the date each such 
employee ceases to be employed and shall receive such 
benefits at such time as they become entitled to them 
under the normal terms of such Plan.

18.21	Cardion Electronics, Inc.  Active Employees of Cardion 
Electronics, Inc. on September 12, 1986 shall be 100% 
vested in the Matching Contributions as of September 
12, 1986 and shall receive such benefits at such time 
as they become entitled to them under the normal terms 
of such Plan or to elect a trust to trust transfer of 
their account balances to the "qualified" defined 
contribution plan of ISC Defense and Space Group.

18.22	Drytek, Inc.  For employees of Drytek, Inc., as of 
January 1, 1987, former service with Drytek, Inc. shall 
be recognized as Continuous Employment for meeting the 
one-year service requirement for Matching 
Contributions.

18.23	Nelson Electric, Homer, Louisiana.  Active Employees of 
Nelson Electric, Homer, Louisiana involuntarily 
terminated as a result of either the sale of the Marine 
Hardware Division on June 23, 1986 or the closing of 
the facility on April 10, 1987 shall be 100% vested in 
the Matching Contributions as of June 23, 1986 or April 
10, 1987, respectively, 
	and shall receive such benefits at such time as they 
become entitled to them under the normal terms of such 
Plan.

18.24	Cincinnati Time, Inc.  Active Employees of Cincinnati 
Time, Inc. on May 2, 1987 shall be 100% vested in the 
Matching Contributions as of May 2, 1987 and shall 
receive such 
	benefits at such time as they become entitled to them 
under the normal terms of such Plan.

18.25	Nester Instruments Company.  Active Employees of Nester 
Instruments Company involuntarily terminated as a 
result of the closing of the Nester Instruments Company 
on May 29, 1987 shall be 100% vested in the Matching 
Contributions as of the date each such employee ceases 
to be employed and shall receive such benefits at such 
time as they become entitled to them under the normal 
terms of such Plan.

18.26	Hydreco.  Active Employees of Hydreco on September 11, 
1987 shall be 100% vested in the Matching Contributions 
as of September 11, 1987 and shall receive such 
benefits at such time as they become entitled to them 
under the normal terms of such Plan.

18.27	Quali-Cast Corporation.  Active Employees of Quali-Cast 
Corporation on September 19, 1987 shall be 100% vested 
in the Matching Contributions as of September 19, 1987 
and shall receive such benefits at such times as they 
become entitled to them under the normal terms of such 
Plan.

18.28	Anchor Electric.  Active Employees of Anchor Electric 
on November 6, 1987 shall be 100% vested in the 
Matching Contributions as of November 6, 1987 and shall 
receive such benefits at such times as they become 
entitled to them under the normal terms of such Plan.

18.29	BIF.  Active Employees of BIF involuntarily terminated 
after December 1, 1987 as a 	
	result of the closing of the BIF facility at West 
Warwick, R.I. shall be 100% vested in the 	
	Matching Contributions as of the date each such 
employee ceases to be employed and 		
	shall receive such benefits at such time as they become 
entitled to them under the normal 	
	terms of such Plan.

18.30	Marsh Instrument Company.  Active Employees of Marsh 
Instrument Company on March 17, 1988 shall be 100% 
vested in the Matching Contributions as of March 17, 
1988 and shall receive such benefits at such times as 
they become entitled to them under the normal terms of 
such Plan.

18.31	Nelson Electric, Marine Division.  Active Employees of 
Nelson Electric, Marine Division on March 29, 1988 
shall be 100% vested in the Matching Contributions as 
of March 29, 1988 and shall receive such benefits at 
such times as they become entitled to them under the 
normal terms of such Plan.

18.32	Ultraglas.  Active Employees of Ultraglas on January 
22, 1988 shall be 100% vested in the Matching 
Contributions as of January 22, 1988 and shall receive 
such benefits at such times as they become entitled to 
them under the normal terms of such Plan.

18.33	Ultratech Photomask.  Active Employees of Ultratech 
Photomask on April 1, 1988 shall be 100% vested in the 
Matching Contributions as of April 1, 1988 and shall 
receive such benefits at such times as they become 
entitled to them under the normal terms of such Plan.

18.34	Ceilcote Company, Inc.  Active Employees of Ceilcote 
Company, Inc. on April 29, 1988 shall be 100% vested in 
the Matching Contributions as of April 29, 1988 and 
shall receive such benefits at such times as they 
become entitled to them under the normal 
	terms of such Plan or to elect a trust to trust 
transfer of their account balances to the Master 
Builders Savings Investment Plan.

18.35	Karkar Electronics.  Active Employees of Karkar 
Electronics involuntarily terminated after June 10, 
1988 as a result of the consolidation of Karkar 
Electronics into Tau-tron and Telecommunications 
Technology or terminated after October 1, 1988 shall be 
100% 
	vested in the Matching Contributions as of the date 
each such employee ceases to be employed and shall 
receive such benefits at such times as they become 
entitled to them under the normal terms of such Plan.

18.36	Accutel.  Active Employees of Accutel involuntarily 
terminated after September 13, 1988 as a result of the 
announcement of the closing of Accutel shall be 100% 
vested in the Matching Contributions as of the date 
each such employee ceases to be employed and shall 
receive such benefits at such times as they become 
entitled to them under the normal terms of such Plan.

18.37	Northeast Electronics Division.  Active Employees of 
the Concord, New Hampshire plant of Northeast 
Electronics Division terminated on and after October 
28, 1988 as a result of the closing of the Concord, New 
Hampshire plant of Northeast Electronics Division shall 
be 100% vested in the Matching Contributions as of the 
date each such employee ceases to be employed and shall 
receive such benefits at such times as they become 
entitled to them under the normal terms of such Plan.

18.38	Camarillo Plan (Formerly BIF Accutel).  Active 
Employees of the Camarillo plant involuntarily 
terminated after November 18, 1988 as a result of the 
closing of the Camarillo plant shall be 100% vested in 
the Matching Contributions as of the date each such 
employee ceases to be employed and shall receive such 
benefits at such times as they become entitled to them 
under the normal terms of such Plan.

18.39	Merrick Corporation.  Active Employees of the Merrick 
Corporation involuntarily 		
	terminated after December 9, 1988 as a result of the 
closing of the Merrick office shall be 	100% vested in the 
Matching Contributions as of the date each such employee 
ceases to 	
	be employed and shall receive such benefits at such 
times as they become entitled to them 	under the normal 
terms of such Plan.

18.40	Henschel.  Active Employees of Henschel on May 12, 1989 
shall be 100% vested in the Matching Contributions as 
of May 12, 1989 and shall receive such benefits at such 
times as they become entitled to them under the normal 
terms of such Plan.

18.41	Rucker & Kolls.  Active Employees of Rucker & Kolls on 
October 26, 1989 shall be 100% vested in the Matching 
Contributions as of October 26, 1989 and shall receive 
such benefits at such times as they become entitled to 
them under the normal terms of such Plan.

18.42	Axel Electronics, Inc.  Active Employees of Axel 
Electronics, Inc. on December 28, 1989 shall be 100% 
vested in the Matching Contributions as of December 28, 
1989 and shall receive such benefits at such times as 
they become entitled to them under the normal terms of 
such Plan.

18.43	Leeds & Northrup.  Active Employees of Leeds & Northrup 
involuntarily terminated after February 28, 1990 as a 
result of the closing of the Irondale, Alabama facility 
shall be 100% vested in the Matching Contributions as 
of the date each such employee ceases to be employed 
and shall receive such benefits as such times as they 
become entitled to them under the normal terms of such 
Plan.

18.44	Aerotron.  Active Employees of Aerotron on March 14, 
1990 shall be 100% vested in the Matching Contributions 
as of March 14, 1990 and shall receive such benefits at 
such times as they become entitled to them under the 
normal terms of such Plan.

18.45	Ultratech Stepper.  Active Employees of Ultratech 
Stepper whose employment was terminated between May 1, 
1990 and July 9, 1990 in connection with the proposed 
consolidation of the GCA and Ultratech organizations 
into the GCA/Ultratech unit or involuntarily terminated 
on and after July 9, 1990 in connection with the 
proposed sale of Ultratech Stepper to New Enterprise 
Associates, shall be 100% vested in the Matching 
Contributions as of the date each such employee ceases 
to be employed and shall receive such benefits at such 
times as they become entitled to them under the normal 
terms of such Plan.

18.46	Hevi-Duty, Puerto Rico.  Active Employees of Hevi-Duty, 
Puerto Rico on May 17, 1990 shall be 100% vested in the 
Matching Contributions as of May 17, 1990 and shall 
receive such benefits at such times as they become 
entitled to them under the normal terms of such Plan.

18.47	Leeds & Northrup.  Active Employees of Leeds & Northrup 
involuntarily terminated after May 31, 1990 as a result 
of the closing of the Salt Lake City plant shall be 
100% vested in the Matching Contributions as of the 
date each such employee ceases to be employed and shall 
receive such benefits at such times as they become 
entitled to them under the normal terms of such Plan.

18.48	GCA/Tropel.  Active Employees of GCA/Tropel terminated 
on and after May 31, 1990 in connection with the 
transfer of its government business operation to 
Optimal Technology Incorporated of Rochester, New York 
shall be 100% vested in the Matching Contributions as 
of the date each such employee ceases to be employed 
and shall receive 
	such benefits at such times as they become entitled to 
them under the normal terms of such Plan.

18.49	Kayex.  Active Employees of Kayex involuntarily 
terminated after October 19, 1990 as a result of the 
closing the Spitfire facility shall be 100% vested in 
the Matching Contributions as of the date each such 
employee ceases to be employed and shall receive such 
benefits at such times as they become entitled to them 
under the normal terms of such Plan.

18.50	Semiconductor Systems.  Active Employees of 
Semiconductor Systems on December 3, 1990 shall be 100% 
vested in the Matching Contributions as of December 3, 
1990 and shall receive such benefits at such times as 
they become entitled to them under the normal terms of 
such Plan.

18.51	General Railway Signal Company.  Active Employees of 
General Railway Signal Company on March 11, 1991 shall 
be 100% vested in the Matching Contributions and shall 
receive such benefits at such times as they become 
entitled to them under the normal terms of such Plan.

18.52	New York Air Brake Company.  Active Employees of New 
York Air Brake Company involuntarily terminated on and 
after December 10, 1990 in connection with the sale of 
New York Air Brake Company and active employees of New 
York Air Brake Company on the date of sale, January 2, 
1991, shall be 100% vested in the Matching 
Contributions as of either the date each such employee 
ceases to be employed or the date of sale, as 
applicable, and shall receive such benefits at such 
times as they become entitled to them under the normal 
terms of such Plan.

18.53	GS Thinfilm.  Active Employees of GS Thinfilm 
involuntarily terminated on and after October 26, 1990 
in connection with the sale of GS Thinfilm and active 
employees of GS Thinfilm on the date of sale shall be 
100% vested in the Matching Contributions as of either 
the date each such employee ceases to be employed or 
the date of sale, as applicable, and shall receive such 
benefits at such times as they become entitled to them 
under the normal terms of such Plan.

18.54	Merrick Industries, Inc..  Active Employees of Merrick 
Industries, Inc. on September 27, 1991 shall be 100% 
vested in the Matching Contributions as of September 
27, 1991 and 
	shall receive such benefits at such times as they 
become entitled to them under the normal terms of such 
Plan.

18.55	Alarm and Control Product Line of Telecommunications 
Technology.  Active Employees of the Alarm and Control 
Product Line of Telecommunications Technology on 
January 8, 1992 shall be 100% vested in the Matching 
Contributions as of January 8, 1992 and shall receive 
such benefits at such times as they become entitled to 
them under the normal terms of such Plan.

18.56	Telecommunications Technology. Employees of 
Telecommunications Technology who are actively at work 
on January 27, 1992 and who are involuntarily 
terminated on and after January 27, 1992 in connection 
with either the sale of Telecommunications Technology 
or the closing of the  Telecommunications Technology 
facility shall be 100% vested in the Matching 
Contributions as of the date each such employee ceases 
to be employed and shall receive such benefits at such 
times as they become entitled to them under the normal 
terms of such Plan.

18.57	Center for Precision Machining of GCA.  Active 
Employees of the Center for Precision Machining of GCA 
involuntarily terminated on and after March 31, 1992 in 
connection with the sale of the Center for Precision 
Machining of GCA and active employees of the Center for 
Precision Machining of GCA on the date of sale shall be 
100% vested in the Matching Contributions as of either 
the date each such employee ceases to be employed 
	or the date of sale, as applicable, and shall receive 
such benefits at such times as they become entitled to 
them under the normal terms of such Plan.	

18.58	Proportioneer Division of Lightnin.  Active employees 
of the  Proportioneer Division of Lightnin 
involuntarily terminated on and after April 13, 1992 in 
connection with the sale of the Proportioneer Division 
of Lightnin and active employees of the Proportioneer 
Division of Lightnin on the date of sale shall be 100% 
vested in the Matching Contributions as of either the 
date each such employee ceases to be employed or the 
date of sale, as applicable, and shall receive such 
benefits at such times as they become entitled to them 
under the normal terms of such Plan.

18.59	Switching Products Division of Hevi-Duty/Nelson.  
Active employees of the Switching Products Division of 
Hevi-Duty/Nelson involuntarily terminated on and after 
April 13, 1992 in connection with the sale of the 
Switching Products Division of Hevi-Duty/Nelson and 
active employees of the Switching Products Division of 
Hevi-Duty/Nelson on the date of sale shall be 100% 
vested in the Matching Contributions as of either the 
date each such employee ceases to be employed or the 
date of sale, as applicable, and shall receive such 
benefits at such times as they become entitled to them 
under the normal terms of such Plan.

18.60	Dynapower/Stratopower. Active employees of Dynapower/ 
Stratopower involuntarily terminated on and after April 
21, 1992 in connection with the relocation of 
Dynapower/ Stratopower to Charleston, South Carolina 
shall be 100% vested in the Matching Contributions as 
of the date each such employee ceases to be employed, 
and shall receive such benefits at such times as they 
become entitled to them under the normal terms of such 
Plan.

18.61	Ultratech Stepper Division.  Active Employees of the 
Ultratech Stepper Division on March 5, 1993 shall be 
100% vested in the Matching Contributions as of March 
5, 1993 
	and shall receive such benefits at such times as they 
become entitled to them under the normal terms of such 
Plan.

18.62	GCA Division and Tropel Division of General Signal 
Technology Corporation.  Active Employees of the GCA 
Division and the Tropel Division involuntarily 
terminated on and after March 26, 1993 as a result of 
the suspension of the Andover, Massachusetts production 
operations shall be 100% vested in the Matching 
Contributions as of the date 
	each such employee ceases to be employed and shall 
receive such benefits at such times as they become 
entitled to them under the normal terms of such Plan.

18.63	Electroglas Division.  Active Employees of the 
Electroglas Division on June 30, 1993 shall be 100% 
vested in the Matching Contributions as of June 30, 
1993 and shall receive such benefits at such times as 
they become entitled to them under the normal terms of 
such Plan.

18.64	Drytek, Incorporated.  Active Employees of Drytek, 
Incorporated on June 30, 1993 shall be 100% vested in 
the Matching Contributions as of June 30, 1993 and 
shall receive such benefits at such times as they 
become entitled to them under the normal terms of such 
Plan.

18.65	DeZurik, La Grange, Georgia.  Active Employees of 
DeZurik  involuntarily terminated as a result of the 
closing of the DeZurik, La Grange, Georgia facility 
shall be 100% vested in the Matching Contributions as 
of the date each such employee ceases to be employed 
and shall receive such benefits at such times as they 
become entitled to them under the normal terms of such 
Plan.

18.66	Dielectric Communications.  Active employees of 
Dielectric Communications involuntarily terminated 
after December 1, 1993 as a result of the closing of 
the Dielectric Communications facility at Voorhees, New 
Jersey shall be 100% vested in the 
	Matching Contributions as of the date each such 
employee ceases to be employed and shall receive such 
benefits at such times as they become entitled to them 
under the normal terms of such Plan.

18.67	Lindberg / Revco.  Active employees of the Blue M 
facility of Lindberg/Revco at Blue Island, Illinois 
involuntarily terminated as a result of the closing of 
the facility shall be 100% vested in the Matching 
Contributions as of the date each employee ceases to be 
	employed and shall receive such benefits at such times 
as they become entitled to them under the normal terms 
of such Plan.

18.68	Sola / Hevi-Duty.  Active employees of the Sola/Hevi-
Duty Lakeland, Florida plant involuntarily terminated 
in connection with closing of the plant on or after 
August 20, 1993, shall be 100% vested in the Matching 
Contributions as of the date of termination and shall 
receive such benefits at such times as they become 
entitled to them under the normal terms of such Plan.

18.69	GCA Tropel.  Active employees of GCA Tropel 
involuntarily terminated in connection with the sale of 
GCA Tropel on April 22, 1994 shall be 100% vested in 
the Matching Contributions as of the date of sale and 
shall receive such benefits at such times as they 
become entitled to them under the normal terms  of such 
Plan.

18.70	UNIVAL Product Line of DeZurik.  Active employees of 
UNIVAL Product Line of DeZurik involuntarily terminated 
as a result of the transfer of the Tampa, Florida plant 
to the McMinnville, Tennessee plant after June 30, 1994 
shall be 100% vested in the Matching Contributions as 
of the date each such employee ceases to be employed 
and shall receive such benefits at such times as they 
become entitled to them under the normal terms of such 
Plan.

18.71	Assembly Technologies.  Active employees of Assembly 
Technologies on July 13, 1994 shall be 100% vested in 
the Matching Contributions as of July 13, 1994 and 
shall receive such benefits at such times as they 
become entitled to them under the normal terms of such 
Plan.

18.72	Leeds & Northrup Company.  Active employees of Max 
Systems, a product line of Leeds & Northrup Company, 
involuntarily terminated in connection with the sale of 
Max Systems shall be 100% vested in the Matching 
Contributions and shall receive such 
	benefits at such times as they become entitled to them 
under the normal terms of such Plan.

18.73	Telenex Corporation.  Active exempt and non-exempt 
employees of Telenex Corporation involuntarily 
terminated in connection with the closing of the 
Springfield, Virginia plant shall be 100% vested in the 
Matching Contributions and shall receive such benefits 
at such times as they become entitled to them under the 
normal terms of such Plan.

18.74	Leeds & Northrup Company.  Active employees of Leeds & 
Northrup Company involuntarily terminated in connection 
with the sale of Leeds & Northrup Company shall be 100% 
vested in the Matching Contributions and shall receive 
such benefits at such times as they become entitled to 
them under the normal terms of such Plan.

18.75	Telenex Corporation.  Active employees of Telenex 
Corporation involuntarily terminated in connection with 
the closing of the AR Test Systems facility located at 
7401 Boston Boulevard, Springfield, VA shall be 100% 
vested in the Matching Contributions and shall receive 
such benefits at such times as they become entitled to 
them under the normal terms of such Plan.

18.76	Revco/Lindberg.  Active employees of Revco/Lindberg 
involuntarily terminated in connection with the 
relocation of the Laboratory Furnaces Line from 
Watertown, WI to Asheville, NC  shall be 100% vested in 
the Matching Contributions and shall receive such 
benefits at such times as they become entitled to them 
under the normal terms of such Plan.

18.77	Elk Grove Facility of Sola Electric.	Active employees 
of Sola Electric involuntarily terminated after 
September 21, 1995 as a result of the closing of the 
Elk Grove facility shall be 100% vested in the Matching 
Contributions as of the date each such employee 
	ceases to be employed and shall receive such benefits 
at such times as they become entitled to them under the 
normal terms of such Plan.

18.78	Dynapower/Stratopower. Active employees of 
Dynapower/Stratopower involuntarily terminate on and 
after October 23, 1995 in connection with the sale of 
Dynapower/Stratopower shall be 100% vested in the 
Matching Contributions as the date each such employee 
ceases to be employed and shall receive such benefits 
at such times as they become entitled to them under the 
normal terms of such Plan.

18.79	Kinney Vacuum Company. Active employees of the Kinney 
Vacuum Company on February 11, 1996 shall be 100% 
vested in the Matching Contributions as of February 11, 
1996 and shall receive such benefits at such times as 
they become entitled to them under the normal terms of 
such Plan.  

ARTICLE XIX
	AMENDMENT, TERMINATION AND MERGER

19.1	The Company, by action of the Board of Directors, at 
any time or from time to time may amend or modify the 
Plan to any extent that it may deem advisable.  The 
Human Resources Officer may adopt amendments to the 
Plan which it deems necessary or appropriate to comply 
with applicable laws or government regulations or which 
do not materially increase the annual cost of the Plan 
to the Employers.  No such amendment shall:

	(1)		increase the duties and responsibilities of the 
Trustee without its consent;

	(2)		have the effect of revesting in any Employer the 
whole or any part of the principal or income of 
the Trust fund or of diverting any part of such 
principal or income to purposes other than for 
the exclusive benefit of the Members and their 
Beneficiaries; or

	(3)		cause any reduction to any Member's Accounts.

19.2	The Company, by action of the Board of Directors, at 
any time may discontinue all Contributions under the 
Plan or terminate the Plan in its entirety. Each 
Employer may, by action of its Board of Directors, take 
similar action as to Members who are its 
employees. Upon complete discontinuance of 
contributions under the Plan or termination of the Plan 
as to any Members hereunder, the Accounts of such 
Members will become fully vested, and will not 
thereafter be subject to forfeiture.

19.3	No merger or consolidation with, or transfer of assets 
or liabilities to, any other plan shall occur unless 
each Member of the Plan would (if the Plan then termi-
nated) receive a 
	benefit immediately after the merger, consolidation or 
transfer which is equal to or greater than the benefit 
the Member would have been entitled to receive 
immediately before the merger, consolidation, or 
transfer (if the Plan had then terminated).

	ARTICLE XX
	TRANSFERS OF ACCOUNTS FROM OTHER PLANS


20.1	Purpose of this Article.  The purpose of this Article 
is to specify the provisions governing Account balances 
that represent assets transferred to this Plan (the 
"Transferred Assets") from other defined contribution 
plans that are qualified under Section 401(a) of the 
Code and whose assets were exempt from tax under 
Section 501(a) of the Code (an "Other Plan").  For 
purposes of this Article, a distribution to an 
individual from an Other Plan which is transferred to 
this Plan by such individual in a transfer intended to 
qualify for tax-free rollover treatment pursuant to 
Section 402(a)(5) or 408(d)(3) of the Code shall be 
considered a transfer of assets from such Other Plan.

20.2	Approval of Transfers.  The Corporate Benefits 
Committee, in its discretion, may approve from time to 
time the transfer of assets from an Other Plan, 
provided that the transfer satisfies the requirements 
of Section 19.3 of this Plan and does not adversely 
affect the tax qualified status of this Plan.  If the 
Other Plan is not maintained by a member of the 
Controlled Group, the Corporate Benefits Committee must 
receive an affidavit from the trustee and plan 
administrator of the Other Plan to the effect that such 
Other Plan is qualified, its assets are exempt from 
federal income tax and the transfer will not adversely 
affect such status or, in the alternative, that the 
assets to be transferred constitute an "eligible 
rollover distribution"  as defined in Section 
402(c)(5)(E) of the Code; provided, however, that if 
the transfer to this Plan is intended to qualify as a 
tax-free rollover from an individual retirement account 
or annuity under Section 408(d)(3) of the Code, the 
Corporate Benefits Committee may instead require the 
individual requesting the transfer to supply such 
affidavits or other evidence as the Corporate Benefits 
Committee may deem appropriate to establish that the 
transfer will satisfy the requirements for such a tax-
free rollover. The Corporate Benefits Committee, in its 
discretion, may require approval of the transaction by 
the Internal Revenue Service prior to accepting any 
such transfer.

20.3	Membership in the Plan.  No assets may be transferred 
to this Plan from an Other Plan unless each individual 
who has an interest in the Transferred Assets is or was 
an employee of the Controlled Group.  Each individual 
who has an interest in the Transferred Assets shall 
become a Member of this Plan with the following rights:

	(a)		If the individual satisfies the requirements for 
membership specified in Article III, the 
individual will have all the rights of a Member;

	(b)		If the individual has not satisfied the require-
ments for membership specified in Article III, 
the individual will have the right of a Member 
only as to the Accounts maintained on the 
individual's behalf to account for the 
Transferred Assets (i.e., rights pertaining to 
investment, withdrawal and distribution of such 
Accounts).

20.4	Allocation of Transferred Assets.  Each Member's 
interest in the Transferred Assets and any earnings 
thereon will be separately accounted for and allocated 
to the Member's Accounts as follows:

	(a)		To the Member's Tax Deferred Contribution 
Account - All Transferred Assets representing (1) 
contributions that were made to an Other Plan 
maintained by a member of the Controlled Group 
and that were not includible in the Member's 
gross income under the Code in the year for which 
they were contributed or thereafter and (2) 
earnings on such contributions will be allocated 
to the Member's Tax Deferred Contribution 
Account; and

	(b)		To the Member's Taxed Contribution Account - The 
balance of the Member's interest in the Trans-
ferred Assets and all Transferred Assets from an 
Other Plan not maintained by a member of the 
Controlled Group will be allocated to the 
Member's Taxed Contribution Account.

	Transferred Assets allocated to an Account will be 
governed by all of the rules applicable to that 
Account.  The allocation of Transferred Assets to the 
Member's Accounts will not be considered a Tax Deferred 
contribution for purposes of Section 4.6(b)(1) 
(regarding compliance with the deferral percentage 
limitations imposed by Section 401(k)(3)) nor an 
Account Addition for purposes of Section 6.3 (regarding 
the limitations imposed by Section 415 of the Code).  
Unless otherwise determined by the Corporate Benefits 
Committee, a distribution from a Member's Accounts will 
be deemed to be made first from Transferred Assets 
allocated to the Account.

20.5	Special Rule for Distributions at Termination of 
Employment Under Section 10.2.  If a Member's Tax 
Deferred Contribution Account contains any Transferred 
Assets and the Member is entitled to a distribution 
from the Plan pursuant to Section 10.2, then, instead 
of the distribution elections specified in Section 
10.2, a terminating Member may elect to receive the 
portion of the Member's Accounts representing the 
Transferred Assets, determined as of the Valuation Date 
which coincides with or immediately follows the date of 
the Member's termination of employment, and the payment 
of the balance of the Member's Accounts at a later date 
in accordance with Section 10.2.

20.6	Provisions of Other Plan Superseded.  The provisions of 
this Plan will supersede the provisions of any Other 
Plan with respect to the Transferred Assets, except as 
may otherwise be required by Section 411 (2) (6) of the 
Code  In particular, all beneficiary designations and 
other elections made under the Other Plan will be 
canceled effective as of the date such Other Plan 
assets are transferred to this Plan and made a part of 
the Trust Fund.  Upon the Member's death, the amount in 
the Member's Accounts representing Transferred Assets 
will be paid to the Beneficiary designated under this 
Plan in accordance with Sections 10.1, 10.4(a)(i) and 
18.8.

	ARTICLE XXI
	TOP-HEAVY PROVISIONS

21.1	Top-Heavy Determination.  Notwithstanding any other 
provision of this Plan to the contrary, this Article 
XXI shall apply for any Plan Year if the Plan is a 
"Top-Heavy Plan" as defined herein.  The Plan shall be 
a "Top-Heavy Plan" if, as of the Determination Date, 
the present value of the cumulative accrued benefits of 
Key Employees exceeds sixty percent (60%) of the 
present value of the cumulative accrued benefits under 
the Plan of all Employees (but excluding the value of 
the accrued benefits of the Non-Key Employees who were 
formerly Key Employees).  In determining whether this 
Plan is a Top-Heavy Plan, the Company and all members 
of the Controlled Group shall be treated as a single 
employer.  In addition, all plans that are part of the 
Aggregation Group shall be treated as a single plan.

	For purposes of the foregoing, the present value of an 
Employee's accrued benefit shall be equal to the sum of 
the amounts determined under the following paragraphs:

	(a)		The sum of (i) the present value of an Employee's 
accrued benefits in each defined benefit plan 
which is included in the Aggregation Group deter-
mined as of the most recent Valuation Date within 
the twelve (12) month period ending on the Deter-
mination Date and as if the Employee had termi-
nated service as of such Valuation Date and (ii) 
the aggregate distributions made with respect to 
such Employee during the five-year period ending 
on the Determination Date from all defined 
benefit plans included in the Aggregation Group 
and not reflected in the present value of the 
Member's accrued benefits as of the most recent 
Valuation Date; and

	(b)		The sum of (i) the aggregate balance of the 
Member's accounts in all defined contribution 
plans which are part of the Aggregation Group as 
of the most recent Valuation Date within the 
twelve (12) month period ending on the 
Determination Date, (ii) any contributions 
allocated to such accounts after the Valuation 
Date and on or before the Determination Date and 
(iii) the aggregate distributions made with 
respect to such Employee during the five-year 
period ending on the Determination Date from all 
defined contribution plans which are part of the 
Aggregation Group and not reflected in the value 
of the Member's accounts as of the most recent 
Valuation Date.

			Solely for the purpose of determining if the 
Plan, or any other plan included in a required 
aggregation group of which this Plan is a part, 
is top - heavy (within the meaning of Section 
416(g) of the Code) the accrued benefit of an 
Employee other than a key employee (within the 
meaning of Section 416(i)(1) of the Code) shall 
be determined under (a) the method, if any, that 
uniformly applies for accrual purposes under all 
plans maintained by the Controlled Group, or (b) 
if there is no such method, as if such benefit 
accrued not more rapidly than the slowest accrual 
rate permitted under the fractional accrual rate 
of Section 411(b)(1)(C) of the Code.

			Plan-to-plan transfers and rollovers shall be 
taken into account to the extent provided in the 
applicable Treasury Regulations.  In addition, 
for purposes of paragraphs (a)(ii) and (b)(iii) 
above, distributions under a terminated plan 
which, if such plan had not terminated, would 
have been required to be included in an 
Aggregation Group, shall also be taken into 
account.

21.2	Top-Heavy Definitions.  The following terms shall have 
the following meanings:

	(a)		"Aggregation Group" means

			(i)	Each stock bonus, pension, or profit 
sharing plan of the Company in which a Key 
Employee participates and which is intended 
to qualify under Section 401(a) of the 
Code; and

			(ii)	Each other such stock bonus, pension or 
profit sharing plan of the Company which 
enables any plan in which a Key Employee 
participates to meet the requirements of 
Section 401(a)(4) or 410 of the Code; and

			(iii)	Each other such stock bonus, pension or 
profit sharing plan of the Company which 
the Company designates as part of the 
Aggregation Group provided that the 
resulting group meets the requirements of 
Section 401(a) and 410 of the Code.

	(b)		"Determination Date" means the last day of the 
preceding Plan Year, except that for the first 
plan year of any plan, the Determination Date 
shall be the last day of such plan year.

	(c)		"Key Employee" means any Employee, former 
Employee, or the beneficiary under the Plan of a 
former Employee who, in the Plan Year containing 
the Determination Date, or any of the four pre-
ceding Plan Years, is:

			(i)	An officer of the Company having an annual 
compensation greater than 150% of the maxi-
mum dollar limitation under Section 
415(c)(1)(A) of the Code.  Not more than 
fifty (50) Employees or, if lesser, the 
greater of three (3) Employees or ten per-
cent (10%) of the Employees shall be con-
sidered as officers for purposes of this 
paragraph.

			(ii)	One of the ten (10) Employees owning (or 
considered as owning within the meaning of 
Section 318 of the Code) the largest 
interest in the Company and having an 
annual compensation greater than the 
maximum dollar limitation under Section 
415(c)(1)(A) of the Code.

			(iii)	A five-percent (5%) owner of the Company.

			(iv)	A one-percent (1%) owner of the Company 
having an annual compensation of more than 
$150,000.

		An Employee's ownership interest in the Company 
shall be determined in accordance with Section 
416(i) of the Code.

	(d)		"Non-Key Employees" means any Employee, former 
Employee, or the beneficiary under the Plan of a 
former Employee who is not a Key Employee.

	(e)		"Compensation" means compensation as defined in 
Section 415 of the Code.

21.3	Minimum Top-Heavy Contribution.  If this Article XXI 
applies to the Plan for any Plan Year, the Company 
contribution to the Plan (excluding Tax Deferred Con-
tributions and any Matching Contributions required to 
meet the provisions of Section 5.5.) and all other 
defined contribution plans included in the Aggregation 
Group for such Plan Year on behalf of each Non-Key 
Employee who is a Member of this Plan, whether or not 
such Non-Key Employee elects to make Tax Deferred 
Contributions to the Plan for such Plan Year, shall not 
in the aggregate be less than the lesser of (i) three 
percent (3%) of such Non-Key Employee's compensation, 
or (ii) the percentage of compensation contributed, or 
required to be contributed (including any Tax Deferred 
Contributions), by the Company in the aggregate to the 
Plan and all other defined contribution plans in the 
Aggregation Group for such Plan Year on behalf of the 
Key Employee for whom such percentage is the highest 
(disregarding for this purpose compensation of such Key 
Employee for such Plan Year in excess of the dollar 
limit in effect under Section 401(a) (17) of the Code 
for such year), multiplied by such Non-Key Employee's 
compensation. If the amount contributed in the 
aggregate on behalf of any Non-Key Employee under the 
Plan and all other defined contribution plans in the 
Aggregation Group would otherwise be less than the 
minimum contribution required by this Section 21.3, an 
additional contribution shall be made to such plan or 
plans as the Company shall designate so that the 
minimum contribution requirement set forth in this 
Section 21.3 is satisfied.  This Section 21.3 shall not 
apply to any Non-Key Employee who is a participant in 
any defined benefit plan included in the Aggregation 
Group under which such Non-Key Employee receives the 
minimum benefit required by Section 416 of the Code and 
applicable Treasury Regulations.

21.4	Top-Heavy Vesting Requirements.

	(a)		If this Article XXI applies to the Plan for any 
Plan Year, then notwithstanding the provisions of 
Section 8.1, a Member's nonforfeitable interest 
in the Member's Accounts attributable to Company 
contributions shall not be less than the 
appropriate percentage set forth below:

				Full Years
				of Continuous		Nonforfeitable
				  Employment 		  Percentage  

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

	(b)		A Member's nonforfeitable interest in the 
Member's Accounts shall not be less than the 
greater of (i) the Member's nonforfeitable 
interest determined pursuant to Section 8.1 or 
(ii) the Member's nonforfeitable interest 
determined pursuant to this Section 21.4 as of 
the last day of the last Plan Year in which this 
Article XXI applies to the Plan. 

	(c)		If this Article XXI ceases to apply to the Plan, 
each Member having five or more full years of 
Continuous Employment (determined as of the first 
day of the Plan Year in which the Article XXI 
ceases to apply to the Plan) shall have the 
Member's nonforfeitable interest determined in 
accordance with the schedule contained in this 
Section 21.4 if such schedule results in a higher 
nonforfeitable interest than that determined 
under Section 8.1.

21.5	Top-Heavy Section 415 Limitation.  If this Article XXI 
applies to the Plan for any Plan Year commencing prior 
to January 1,  2000, then the defined benefit plan 
fraction and defined contribution plan fraction applied 
under Section 6.3(d) shall be applied by substituting 
"1.0" for "1.25" in each place such number appears in 
Section 415(e) of the Code, unless the following 
requirements are met:

	(1)		The defined benefit plan or plans of the Company 
in which each Non-Key Employee participates 
provides a benefit on the Member's behalf not 
less than the minimum benefit required under 
Section 416(b) of the Code and Treasury 
Regulations thereunder.

	(2)		This Article XXI would not apply if "ninety 
percent (90%)" were substituted for "sixty 
percent (60%)" in each place such term appears in 
Section 21.1.

	This Section 21.5 shall not apply to any Member as long 
as there are (i) no Company contributions, forfeitures 
or voluntary contributions allocated to such Member 
under any defined contribution plan of the Company and 
(ii) no accruals for such Member under any defined 
benefit plan of the Company.