12/27/96







                 Consolidated Edison Company of New York, Inc.



                        Con Edison Thrift Savings Plan
                           for Management Employees
                                      and
                    Tax Reduction Act Stock Ownership Plan








As Amended and  Restated  Effective  as of December 1, 1996 Except as  Otherwise
Noted.















<PAGE>



                                                                        12/27/96




PURPOSE....................................................................  1

ARTICLE 1..................................................................  3
      Definitions..........................................................  3

ARTICLE 2.................................................................. 18
      Eligibility and Participation........................................ 18
            2.01  Eligibility.............................................. 18
            2.02  Participation............................................ 18
            2.03  Reemployment   of   Former    Employees   and   Former
                  Participants............................................. 19
            2.04  Transferred Participants................................. 19
            2.05  Termination of Participation............................. 19

ARTICLE 3.................................................................. 20
      Contributions........................................................ 20
            3.01  Pre-Tax Contributions.................................... 20
            3.02  After-Tax Contributions.................................. 22
            3.03  Company Contributions.................................... 22
            3.04  Participating and Nonparticipating Contributions......... 23
            3.05  Rollover Contributions and Trust to Trust Transfers...... 23
            3.06  Changes in Contributions................................. 25
            3.07  Suspension in Contributions.............................. 25
            3.08  Payment to Trust......................................... 26
            3.09  No Contributions to TRASOP............................... 26
            3.10  Transition Period........................................ 26

ARTICLE 4.................................................................. 26
      Company Contributions................................................ 26
            4.01  Company Contributions Election........................... 26
            4.02  Change of Election....................................... 27
            4.03  Certification to Company.  .............................. 27
            4.04  Forfeitures.............................................. 27

ARTICLE 5.................................................................. 27
      The Trust Fund; Investments.......................................... 27
            5.01  Trust Agreement.......................................... 27
            5.02  Investment of Trust Fund................................. 28
            5.03  Company Stock Fund....................................... 31
            5.04  Accounts and Subaccounts................................. 32
            5.05  Pre-January 1, 1985 Contributions........................ 32
            5.06  Statements of Account.................................... 32
            5.07  Responsibility for Investments........................... 33

ARTICLE 6.................................................................. 33
      Vesting.............................................................. 33
            6.01  Participant Contributions................................ 33
            6.02  Company Contributions.................................... 34
            6.03  TRASOP Account........................................... 34

ARTICLE 7.................................................................. 34
      Distributions, Withdrawals and Forfeitures........................... 34
            7.01  Retirement............................................... 34
            7.02  Voluntary  Termination  or Termination by the Company;
                  Forfeitures.............................................. 35
            7.03   Death................................................... 36
            7.04  Withdrawals.............................................. 36
            7.05  Hardship Withdrawals..................................... 41
            7.06  Distribution from Company Stock Fund..................... 44
            7.07  Leaves of Absence and Transfers to Weekly Payroll........ 44
            7.08  Age 70 1/2 Required Distribution......................... 45
            7.09  Form and Timing of Distributions......................... 46
            7.10  Status of Account Pending Distribution................... 47
            7.11  Proof  of Death  and  Right  of  Beneficiary  or Other
                  Person................................................... 48
            7.12  Distribution Limitation.................................. 48
            7.13  Direct Rollover of Certain Distributions................. 48

ARTICLE 8.................................................................. 50
      Non-Discrimination and Limitation.................................... 50
            8.01  Actual Deferral Percentage Test.......................... 50
            8.02  Actual Contribution Percentage Test...................... 52
            8.03  Aggregate Contribution Limitation........................ 54
            8.04  Additional Discrimination Testing Provisions............. 54
            8.05  Maximum Annual Additions................................. 57
            8.06  Defined Benefit Plan Limitation.......................... 60

ARTICLE 9.................................................................. 60
      Loans ............................................................... 60
            9.01  Loans Permitted.......................................... 60
            9.02  Amount of Loans.......................................... 61
            9.03  Source of Loans.......................................... 61
            9.04  Interest Rate............................................ 62
            9.05  Repayment................................................ 62
            9.06  Multiple Loans........................................... 63
            9.07  Pledge................................................... 63
            9.08  Loan Reserve............................................. 64
            9.09  Minimum Account Balance.................................. 64
            9.10  Consent.................................................. 64
            9.11  Other Terms.............................................. 64

ARTICLE 10................................................................. 65
      Administration of the Plan........................................... 65
            10.01  Named Fiduciaries and Plan Administrator................ 65
            10.02  Authority of Plan Administrator......................... 65
            10.03  Reliance on Reports..................................... 66
            10.04  Delegation of Authority................................. 66
            10.05  Administration Expenses................................. 66
            10.06  Fiduciary Insurance..................................... 67
            10.07  Claim Review............................................ 68
            10.08  Appointment of Trustee.................................. 70
            10.09  Limitation of Liability................................. 70

ARTICLE 11................................................................. 70
      Miscellaneous........................................................ 70
            11.01  Exclusive Benefit; Amendments........................... 70
            11.02  Termination; Sale of Assets of Subsidiary............... 71
            11.03  Beneficiaries........................................... 72
            11.04  Assignment of Benefits.................................. 74
            11.05  Merger.................................................. 74
            11.06  Conditions of Employment Not Affected by Plan........... 75
            11.07  Facility of Payment..................................... 75
            11.08  Information............................................. 75
            11.09  Additional Participating Employers...................... 76
            11.10  IRS Determination....................................... 76
            11.11  Mistaken Contributions.................................. 78
            11.12  Prevention of Escheat................................... 78
            11.13  Limitations Imposed on Insider Participants............. 78
            11.14  Construction............................................ 79

ARTICLE 12................................................................. 79
      Top-Heavy Provisions................................................. 79
            12.01  Application of Top-Heavy Provisions..................... 79
            12.02  Minimum Benefit for Top-Heavy Year...................... 79
            12.03  Aggregation Groups...................................... 80
            12.04  Special Benefit Limits.................................. 80
            12.05  Special Distribution Rule............................... 81

ARTICLE 13................................................................. 81
      Tax Reduction Act Stock Ownership Plan............................... 81
            13.01  Purpose; Separate Entity................................ 81
            13.02  TRASOP Accounts; Application of Dividends............... 82
            13.03  Voting Rights; Options; Rights; Warrants................ 83
            13.04  Distribution of Shares.................................. 83
            13.05  Diversification of TRASOP Accounts...................... 90



<PAGE>




                                                                        12/27/96
                        CON EDISON THRIFT SAVINGS PLAN
                           FOR MANAGEMENT EMPLOYEES
                                      AND
                    TAX REDUCTION ACT STOCK OWNERSHIP PLAN




                                     PURPOSE

            The  purpose  of this  Plan is to  establish  a  convenient  way for
management  employees of the Company to supplement  their  retirement  income by
saving on a regular  and  long-term  basis and to provide  additional  financial
security  for  emergencies,  thereby  offering  these  employees  an  additional
incentive to continue  their careers with the Company.  This Plan is intended to
satisfy  the  requirements  of  Sections  401(k)  and  401(m) of the Code and to
qualify under Section 401(a) of the Code,  and the trust  described in Article 5
of this Plan is an integral  part of this Plan and is intended to qualify  under
Section 501(a) of the Code, so as to provide  Participants  an option to defer a
portion of their  compensation on a pre-tax and/or after-tax basis and to invest
and  reinvest  their  savings  under  the Plan on a  tax-deferred  basis.  It is
intended that a Participant's  Pre-Tax  Contributions,  as defined in this Plan,
shall  constitute  payments by the Company as contributions to the Trust Fund on
behalf of the Participant, within the meaning of Section 401(k) of the Code.
            Effective as of July 1, 1988,  the Company's Tax Reduction Act Stock
Ownership Plan ("TRASOP") for management employees has been included within this
plan  document,  and all TRASOP  Accounts and all  transactions  with respect to
TRASOP and TRASOP  Accounts  shall be governed by this plan  document,  but this
Plan and the TRASOP shall be separate plans.  All TRASOP matters relating to the
period up to June 30,  1988 shall be  governed  by TRASOP as amended to February
19, 1988.  There shall be no transfers  between  TRASOP  Accounts and other Plan
Accounts and Subaccounts,  and Plan Accounts and Subaccounts and TRASOP Accounts
shall continue to be operated as separate entities,  albeit within a single plan
document and trust.
            On December  28,  1994,  the Plan was  amended  and  restated in its
entirety  effective as of January 1, 1994 except as otherwise  provided therein.
The Plan,  as so amended and  restated,  was  submitted to the Internal  Revenue
Service for a determination of its qualified status.  Following consideration of
comments  received  from the Internal  Revenue  Service  after its review of the
Plan, the Company decided to change the effective date of the Plan. Accordingly,
the Plan was amended and restated in its entirety,  as amended  through  October
18, 1995, and this amendment and restatement waseffective as of January 1, 1989,
except as otherwise  provided therein and except that Sections  301(b),  (c) and
(d), 8.05 and 8.06 were effective as of January 1, 1987.
            Effective as of December 1, 1996 the Plan is amended and restated in
its entirety to make a transition to Vanguard Fiduciary Trust Company to provide
trustee,  recordkeeping,   investment  management  and  participant  educational
services for the Plan, to add new investment funds, to change to daily valuation
and make certain other changes to the Plan.


<PAGE>


                                   ARTICLE 1
                                  Definitions
            The following words and phrases have the following meanings unless a
different meaning is plainly required by the context:
      1.01 "Account" means the record maintained pursuant to Section 5.04 by the
Recordkeeper  for each Participant  relating to thrift savings  contributions to
the Plan.


<PAGE>



      1.02 "Act" means the Tax  Reduction  Act of 1975,  as amended from time to
time.

      1.03 "Actual Contribution  Percentage," or "ACP," means, with respect to a
specified group of Employees,  the average of the ratios,  calculated separately
for each  Employee  in the  group,  of (a) the sum of the  Employee's  After-Tax
Contributions  and  Company  Contributions  for that  Plan Year  (excluding  any
Company Contributions forfeited under the provisions of Sections 3.01 and 8.01),
to (b) his Statutory Compensation for that entire Plan Year; provided that, upon
direction  of the Plan  Administrator,  Statutory  Compensation  for a Plan Year
shall only be  counted if  received  during  the  period an  Employee  is, or is
eligible to become, a Participant.  The Actual Contribution  Percentage for each
group  and the  ratio  determined  for  each  Employee  in the  group  shall  be
calculated to the nearest one one-hundredth of one percent.
      1.04 "Actual  Deferral  Percentage,"  or "ADP,"  means,  with respect to a
specified group of Employees,  the average of the ratios,  calculated separately
for each Employee in that group, of (a) the amount of Pre-Tax Contributions made
pursuant  to  Section  3.01 for a Plan  Year  (including  Pre-Tax  Contributions
returned to a Highly  Compensated  Employee  under  Section  3.01(c) and Pre-Tax
Contributions  returned to any Employee pursuant to Section 3.01(d)), to (b) the
Employee's Statutory Compensation for that entire Plan Year, provided that, upon
direction  of the Plan  Administrator,  Statutory  Compensation  for a Plan Year
shall only be  counted if  received  during  the  period an  Employee  is, or is
eligible to become, a Participant. The Actual Deferral Percentage for each group
and the ratio  determined  for each Employee in the group shall be calculated to
the nearest one  one-hundredth  of one percent.  For purposes of determining the
Actual Deferral  Percentage for a Plan Year, Pre-Tax  Contributions may be taken
into account for a Plan Year only if they:
      (a) relate to  compensation  that either  would have been  received by the
Employee in the Plan Year but for the deferral election,  or are attributable to
services performed by the Employee in the Plan Year and would have been received
by the Employee within 2 1/2 months after the close of the Plan Year but for the
deferral election,
      (b) are  allocated  to the Employee as of a date within that Plan Year and
the allocation is not contingent on the  participation or performance of service
after such date, and
      (c) are actually paid to the Trustee no later than 12 months after the end
of the Plan Year to which the contributions relate.
      1.05  "Adjustment  Factor"  means  the cost of  living  adjustment  factor
prescribed by the Secretary of the Treasury under Section 415(d) of the Code for
calendar years  beginning on or after January 1, 1988, and applied to such items
and in such manner as the Secretary shall provide.
      1.06  "Affiliated  Employer"  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 Company;  any trade or business under common
control  (as  defined  in  Section  414(c) of the Code)  with the  Company;  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
Company;  and any  other  entity  required  to be  aggregated  with the  Company
pursuant to regulations  under Section 414(o) of the Code.  Notwithstanding  the
foregoing,  for purposes of Sections 1.31 and 8.05, 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 "at least 80 percent"  each place it appears in
Section 1563(a)(1) of the Code.
      1.07  "After-Tax  Contribution"  shall  have the  meaning  set  forth in
Section 3.02.
      1.08  "After-Tax  Subaccount"  shall  have  the  meaning  set  forth  in
Section 5.04.
      1.09  "Annual  Dollar  Limit"  means for Plan Years  beginning on or after
January  1,  1989  and  before  January  1,  1994,  $200,000  multiplied  by the
Adjustment  Factor.  Commencing with the 1994 Plan Year, the Annual Dollar Limit
means   $150,000,   except  that  if  for  any  calendar  year  after  1994  the
Cost-of-Living  Adjustment  as  hereafter  defined is equal to or  greater  than
$10,000,  then the  Annual  Dollar  Limit (as  previously  adjusted  under  this
Section) for any Plan Year  beginning in any  subsequent  calendar year shall be
increased by the amount of such Cost-of-Living  Adjustment,  rounded to the next
lowest multiple of $10,000. The Cost-of-Living Adjustment shall equal the excess
of (i) $150,000  increased by the  adjustments  made under Section 415(d) of the
Code for the calendar  years after 1994 except that the base period for purposes
of Section  415(d)(1)(A)  of the Code shall be the  calendar  quarter  beginning
October  1, 1993 over (ii) the Annual  Dollar  Limit in effect for the Plan Year
beginning in the calendar year.
      1.10 "Annuity  Starting  Date" means the first day of the first period for
which  an  amount  is  paid  following  a  Participant's   Retirement  or  other
termination of employment.
      1.11  "Beneficiary"  means the person or persons  determined in accordance
with the  provisions  of Section  11.03 to succeed to a  Participant's  benefits
under the Plan in the  event of death of such  Participant  prior to the  entire
distribution of such benefits.
      1.12  "Board" means the Board of Trustees of the Company.
      1.13  "Break in Service"  means an event  affecting  forfeitures,  which
shall  occur to the extent  that a  Participant's  nonforfeitable  rights in his
Company  Contributions   Subaccount  are  determined  under  the  cliff  vesting
provisions of Section 6.02, as of the Participant's  Severance Date if he is not
reemployed  by the  Company or an  Affiliated  Employer  within one year after a
Severance  Date.  However,  if an  Employee  is  absent  from  work  immediately
following his or her active  employment,  irrespective of whether the Employee's
employment is terminated,  because of the Employee's pregnancy, the birth of the
Employee's  child, the placement of a child with the Employee in connection with
the  adoption of that child by the  Employee or for  purposes of caring for that
child for a period beginning  immediately  following that birth or placement and
that  absence  from work  began on or after the first day of the Plan Year which
began in 1985, a Break in Service shall occur to the extent that a Participant's
nonforfeitable  rights in his Company  Contributions  Subaccount  are determined
under the cliff vesting  provisions of Section 6.02 only if the Participant does
not return to work within two years of his  Severance  Date.  A Break in Service
shall  not occur  during  an  approved  leave of  absence  or during a period of
military service which is included in the Employee's Vesting Service pursuant to
Section 1.57.
      1.14 "Code" means the Internal  Revenue Code of 1986, as amended from time
to time.
      1.15  "Company" means  Consolidated  Edison Company of New York, Inc. or
any  successor  by  merger,  purchase  or  otherwise,   with  respect  to  its
employees;  or any other  company  participating  in the Plan as  provided  in
Section 11.09 with respect to its employees.
      1.16 "Company  Contribution"  means any contributions to the Trust Fund by
the Company pursuant to Section 3.03.
      1.17 "Company Contribution Subaccount" shall have the meaning set forth in
Section 5.04.
      1.18  "Compensation"  means base salary paid to an Employee  for  services
rendered  to  the  Company,  determined  prior  to  any  reduction  for  Pre-Tax
Contributions  pursuant to Section 3.01 or amounts contributed on the Employee's
behalf on a salary  reduction basis to a cafeteria plan under Section 125 of the
Code and excluding  bonuses,  overtime  pay,  incentive  compensation,  deferred
compensation  and all  other  forms of  special  pay.  However,  for Plan  Years
beginning after 1988, Compensation shall not exceed the Annual Dollar Limit. The
Annual  Dollar  Limit  applies to the  aggregate  Compensation  paid to a Highly
Compensated  Employee  referred  to in Section  8.04,  his spouse and his lineal
descendants who have not attained age 19 before the end of the Plan Year. If, as
a result of the  application of the family  aggregation  rule, the Annual Dollar
Limit is  exceeded,  then  the  Limit  shall  be  prorated  among  the  affected
individuals in proportion to each such  individual's  Compensation as determined
under this Section prior to the application of the Limit.
      1.19 "Defined  Benefit Plan" means a "defined  benefit plan" as defined in
Section  414(j) of the Code which is  maintained by the Company or an Affiliated
Employer for its employees.
      1.20 "Defined Benefit Plan Fraction"  means, for any Participant,  for any
calendar year, a fraction:
      (a)  The  numerator  of  which  is the  Projected  Annual  Benefit  of the
Participant  under all Defined Benefit Plans  (determined as of the close of the
year); and
      (b)   The denominator of which is the lesser of:

            (i)   The product of 1.25  multiplied by $90,000
                  as adjusted by the Adjustment Factor; or
            (ii)  The  product  of  1.4   multiplied   by  the  average  of  the
                  Participant's  aggregate  renumeration  as  defined in Section
                  8.05 for his highest three consecutive years.
      1.21 "Defined  Contribution  Plan" means a "defined  contribution plan" as
defined in Section  414(i) of the Code which is  maintained by the Company or an
Affiliated Employer for its employees.
      1.22 "Defined Contribution Plan Fraction" means, for any Participant,  for
any calendar year, a fraction:
      (a)   The  numerator  of  which is the sum of the  Participant's  Annual
Additions for the year determined as of the end of such year; and
      (b) The  denominator  of which is the sum of the  lesser of the  following
amounts determined for such year and for each prior year of Service:
            (i)   The   product   of  1.25   multiplied   by
                  $30,000,  as  adjusted  by the  Adjustment
                  Factor; or
            (ii)  The  product  of 1.4  multiplied  by 25% of the  Participant's
                  aggregate  renumeration  as defined  in  Section  8.05 for the
                  year.
      1.23 "Disability" means total and permanent physical or mental disability,
as  evidenced  by (a)  receipt of a Social  Security  disability  pension or (b)
receipt of disability payments under the Company's long-term disability program.
      1.24 "Earnings"  means the amount of income to be returned with any excess
deferrals,  excess contributions or excess aggregate contributions under Section
3.01, 8.01, 8.02 or 8.03. Earnings on excess deferrals and excess  contributions
shall be determined by multiplying  the income earned on the Pre-Tax  Subaccount
for the Plan Year by a fraction,  the numerator of which is the excess deferrals
or  excess  contributions,  as the  case  may be,  for  the  Plan  Year  and the
denominator  of which is the Pre-Tax  Subaccount  balance at the end of the Plan
Year,  disregarding any income or loss occurring during the Plan Year.  Earnings
on excess  aggregate  contributions  shall be determined in a similar  manner by
substituting  the sum of the  Company  Contributions  Subaccount  and  After-Tax
Subaccount for the Pre-Tax  Subaccount,  and the excess aggregate  contributions
for the excess deferrals and excess contributions in the preceding sentence.
      1.25  "Employee"  means a salaried  employee  of the Company who is on the
management  payroll  and  receives  stated  compensation  other  than a pension,
severance pay,  retainer,  or fee under contract;  however,  the term "Employee"
excludes  any  Leased  Employee  and any  person  who is  included  in a unit of
employees  covered by a collective  bargaining  agreement which does not provide
for his participation in the Plan.
      1.26 "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended from time to time.
      1.27 "Highly Compensated Employee" means any employee of the Company or an
Affiliated  Employer (whether or not eligible for participation in the Plan) who
satisfies the criteria of paragraph (a), (b), (c) or (d):
      (a)   During the look-back year the employee:
            (i)   received   Statutory   Compensation  in  excess  of  $75,000
                  multiplied by the Adjustment Factor;
            (ii)  received   Statutory   Compensation   in  excess  of   $50,000
                  multiplied by the Adjustment  Factor and was among the highest
                  20 percent of employees for that year when ranked by Statutory
                  Compensation  paid for that year  excluding,  for  purposes of
                  determining  the number of such  employees,  such employees as
                  the Company may  determine on a consistent  basis  pursuant to
                  Section 414(q)(8) of the Code; or
            (iii) was at any time an  officer of the  Company  or an  Affiliated
                  Employer and received Statutory  Compensation  greater than 50
                  percent of the dollar  limitation  on maximum  benefits  under
                  Section  415(b)(1)(A)  of the  Code for such  Plan  Year.  The
                  number of  officers  is  limited  to 50 (or,  if  lesser,  the
                  greater of 3 employees  or 10 percent of  employees  excluding
                  those  employees  who  may  be  excluded  in  determining  the
                  top-paid group).  If no officer has Statutory  Compensation in
                  excess of 50  percent  of the  dollar  limitation  on  maximum
                  benefits under Section  415(b)(1)(A)  of the Code, the highest
                  paid officer is treated as a Highly Compensated Employee.
      (b) During the  determination  year,  the employee  satisfies the criteria
under  (i),  (ii),  or (iii) of (a)  above  and is one of the 100  highest  paid
employees of the Company or an Affiliated Employer.
      (c) During the  determination  year or the look-back year the employee was
at any time a five percent owner of the Company.
      (d) For purposes of Section 8.04(a), a Highly  Compensated  Employee shall
include a former employee who separated from service prior to the  determination
year and who was a five percent owner for either (i) the year he separated  from
service or (ii) any  determination  year ending on or after the employee's  55th
birthday.
      (e)  Notwithstanding  the foregoing,  employees who are nonresident aliens
and who  receive no earned  income from the  Company or an  Affiliated  Employer
which  constitutes  income  from  sources  within  the  United  States  shall be
disregarded for all purposes of this Section.
      (f) For purposes of this Section,  the "determination year" means the Plan
Year and "look-back  year" means the 12 month period  immediately  preceding the
determination year. However, to the extent permitted under regulations, the Plan
Administrator may elect to determine the status of Highly Compensated  Employees
on a current calendar year basis.
      (g) The  provisions  of the  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.
      1.28 "Hour of Service"  means each hour for which the  employee is paid or
entitled  to  payment  for the  performance  of  duties  for the  Company  or an
Affiliated Employer.
      1.29  "Investment  Fund" means an investment fund available under the Plan
for investment of assets held in the Trust Fund.
      1.30  "Investment  Manager"  means an  investment  manager  as  defined in
Section 3(38)of ERISA, which is appointed by the Named Fiduciaries to manage the
assets invested in an Investment Fund.
      1.31  "Leased  Employee"  means any  person  performing  services  for the
Company or an  Affiliated  Employer  as a leased  employee as defined in Section
414(n) of the Code. In the case of any person who is a Leased Employee before or
after a period of service as an Employee,  the entire period during which he has
performed  services  as a Leased  Employee  shall be  counted  as  service as an
Employee  for all  purposes of the Plan,  except that he shall not, by reason of
that status, become a Participant of the Plan.
      1.32  "Loan Reserve" shall have the meaning set forth in Section 9.08.
      1.33  "Named   Fiduciaries"   means  the  persons  designated  as  named
fiduciaries of the Plan pursuant to Section 10.01.
      1.34  "Nonparticipating  Contribution"  shall have the meaning set forth
in Section 3.04.
      1.35 "Participant" means any person who has a balance to his credit in the
Trust Fund and/or shares beneficially owned under a TRASOP Account.
      1.36  "Participating  Contribution"  shall have the meaning set forth in
Section 3.04.
      1.37  "Plan"  means the Con  Edison  Thrift  Savings  Plan for  Management
Employees and, effective as of July 1, 1988, the TRASOP, as amended from time to
time, as set forth herein.
      1.38 "Plan Administrator" means the Plan Administrator  appointed pursuant
to Section 10.01 to administer the Plan.


<PAGE>



      1.39  "Plan Year" means the calendar year.

      1.40  "Pre-Tax  Contribution"  shall  have  the  meaning  set  forth  in
Section 3.01.
      1.41  "Pre-Tax  Subaccount"  shall have the meaning set forth in Section
5.04.
      1.42  "Projected  Annual  Benefit"  means,  for any  Participant,  for any
calendar year, the annual benefit payable in the form of a straight life annuity
to which the  Participant  would be entitled under a Defined Benefit Plan on the
assumptions  that he continues in the employment of the Company until the normal
retirement  age under the Defined  Benefit  Plan (or his current age, if later),
that his compensation, as defined in such Defined Benefit Plan, continues at the
same rate in effect for the year under  consideration  until such age,  and that
all other relevant factors used to determine  benefits under the Defined Benefit
Plan remain constant as of the year under consideration for all future years.
      1.43  "Recordkeeper"  means the individual(s) or firm selected by the Plan
Administrator to provide  recordkeeping and Participant  accounting services for
the Plan,  including  maintenance  of  separate  accounts  for  Participants  in
accordance with the provisions of Section 5.04.
      1.44 "Retirement"  means a termination of service by a Participant  either
(a) by reason of disability,  or (b) under circumstances in which he is entitled
to receive a retirement  pension  under any Defined  Benefit Plan, or (c) in the
case of any  Participant who is employed after age 60 and who is not entitled to
receive a retirement  pension  under any Defined  Benefit  Plan, on or after his
sixty-fifth birthday.
      1.45 "Rollover  Subaccount"  means the account  credited with the Rollover
Contributions made by a Participant and earnings on those contributions.
      1.46  Rollover  Contributions"  means  amounts  contributed  pursuant to
Section 3.05.
      1.47 "Severance Date" means the earlier of (a) the date an employee quits,
retires,  is  discharged or dies,  or (b) the first  anniversary  of the date on
which an employee is first  absent from  service,  with or without  pay, for any
reason such as vacation, sickness, disability, layoff or leave of absence.
      1.48 "Statutory Compensation" means the wages, salaries, and other amounts
paid in respect of an employee for services  actually rendered to the Company or
an Affiliated Employer,  including by way of example,  overtime and bonuses, but
excluding deferred  compensation,  stock options and other  distributions  which
receive special tax benefits under the Code. For purposes of determining  Highly
Compensated  Employees  under Section 1.27 and key  employees  under Article 12,
Statutory   Compensation   shall  include  Pre-Tax   Contributions  and  amounts
contributed on a Participant's behalf on a salary reduction basis to a cafeteria
plan under Section 125 of the Code. For all other  purposes,  each Plan Year the
Plan Administrator may direct that Statutory  Compensation shall include Pre-Tax
Contributions  and amounts  contributed  on a  Participant's  behalf on a salary
reduction  basis to a cafeteria  plan under  Section  125 of the Code.  For Plan
Years beginning on or after January 1, 1989,  Statutory  Compensation  shall not
exceed the Annual Dollar Limit, provided that such Limit shall not be applied in
determining Highly  Compensated  Employees under Section 1.27. The Annual Dollar
Limit  applies  to  the  aggregate  Statutory  Compensation  paid  to  a  Highly
Compensated  Employee referred to in Section 8.04(a),  his spouse and his lineal
descendants  who have not attained age 19 before the close of the Plan Year. If,
as a result of the application of the family aggregation rule, the Annual Dollar
Limit is  exceeded,  then  the  Limit  shall  be  prorated  among  the  affected
individuals in proportion to each such  individual's  Statutory  Compensation as
determined under this Section prior to the application of the Limit.
      1.49 "Shares" means issued and  outstanding  shares of common stock of the
Company and shall include fractional shares of such common stock.


<PAGE>



      1.50  "Top-Heavy  Plan"  means any  Defined  Contribution  Plan or Defined
Benefit Plan under which more that 60% of the sum of (i) its  aggregate  account
balances  and (ii)  the  present  value of its  aggregate  accrued  benefits  is
allocated to key employees.  For the purposes of this definition "present value"
shall be determined on the basis of the applicable  interest rate and applicable
mortality table as set forth in the Company's Defined Benefit Plan.
      1.51 "Top Heavy Group" means any "required  aggregation group" (as defined
in Section 12.03) or any "permissive  aggregation  group" (as defined in Section
12.03) in which more than 60% of the sum of (i) the aggregate  account  balances
under all plans in the group and (ii) the  aggregate  present  value of  accrued
benefits  under all plans in the group is  allocated to key  employees.  For the
purpose of this definition,  "present value" shall be determined on basis of the
applicable  interest  rate and  applicable  mortality  table as set forth in the
Company's Defined Benefit Plan.
      1.52  "TRASOP"  means the Tax Reduction  Act Stock  Ownership  Plan of the
Company, as included within this plan document effective as of July 1, 1988.
      1.53 "TRASOP Account" means an account maintained on behalf of an Employee
by the Trustee  under the TRASOP,  in which is held  Shares  beneficially  owned
thereunder by the Employee,  as determined under the provisions and requirements
of the TRASOP.
      1.54  "Trust Fund" means the trust fund described in Article 5.
      1.55  "Trustee"  means the trustee at any time  appointed  and acting as
trustee of the Trust Fund.
      1.56  "Vested  Portion"  means the  portion  of the  Account  in which the
Participant  has a  nonforfeitable  interest  as  provided  in  Article 6 or, if
applicable, Article 12.
      1.57 "Vesting Service" means, with respect to any employee,  his period of
employment  with the Company or any  Affiliated  Employer,  whether or not as an
Employee, beginning on the date he first completes an Hour of Service and ending
on his Severance Date, provided that:
      (a) if his employment  terminates and he is reemployed  within one year of
the earlier of (i) his date of  termination  or (ii) the first day of an absence
from service immediately  preceding his date of termination,  the period between
his Severance Date and his date of reemployment shall be included in his Vesting
Service;
      (b) if he is absent  from the  service of the  Company  or any  Affiliated
Employer  because  of service  in the Armed  Forces of the United  States and he
returns to service with the Company or an Affiliated  Employer having applied to
return while his reemployment rights were protected by law, the absence shall be
included in his Vesting Service;
      (c) if he is on a leave of absence covered by the Family and Medical Leave
Act of 1993,  as it may be amended from time to time,  the period of leave shall
be included in his Vesting Service;
      (d) if he is on leave of absence  approved  by the  Company,  under  rules
uniformly  applicable  to all  Employees  similarly  situated,  the  Company may
authorize the inclusion in his Vesting  Service of any portion of that period of
leave which is not included in his Vesting  Service under (a), (b) or (c) above;
and
      (e)  if  his  employment  terminates  and he is  reemployed  after  he has
incurred a Break in Service,  his Vesting  Service after  reemployment  shall be
aggregated  with his previous period or periods of Vesting Service if (i) he was
vested in his Company Contribution  Subaccount or (ii) the period from his Break
in Service to his subsequent  reemployment  does not equal or exceed the greater
of five years or his period of Vesting Service before his Break in Service.
      1.58 "Weekly  Plan"means the Con Edison Retirement Income Savings Plan for
Weekly Employees as from time to time in effect.
      1.59  The masculine pronoun wherever used includes the feminine pronoun.


<PAGE>



                                   ARTICLE 2

                         Eligibility and Participation
      2.01   Eligibility.   Any   Employee   shall  be  eligible  for
participation  in the Plan,  except that only an Employee who was a  Participant
in, and had an account  under  TRASOP on June 30,  1988,  shall be  eligible  to
continue to  participate  in TRASOP and have a TRASOP  Account  under this Plan,
because  applicable laws do not permit  additional tax credit  contributions  to
TRASOP.
      2.02  Participation.  An Employee may become a Participant by
completing   such   enrollment   process  as  may  be  prescribed  by  the  Plan
Administrator and by electing to make monthly contributions to the Trust Fund in
an amount equal to any percentage of his Compensation permitted by Sections 3.01
and/or 3.02. An Employee may also become a Participant by electing to contribute
to the Trust Fund  amounts  allocated  to the  Employee by the  Company  under a
cafeteria  plan of the  Company  under  Section  125 of the Code  and  otherwise
available  under such plan to be  contributed  under this Plan. A  Participant's
contributions  shall be made by regular payroll deductions  authorized from time
to time by such  Participant  in such  manner and on such  conditions  as may be
prescribed by the Plan Administrator,  including a form furnished by the Company
under a cafeteria plan of the Company under Section 125 of the Code. An Employee
may  become a  Participant  beginning  with any  calendar  month by making  such
election  on or  before  such  day of the  preceding  calendar  month  as may be
specified by the Plan Administrator.
2.03  Reemploymentof  Former  Employees  and  Former  Participants.  Any  person
reemployed by the Company as an Employee,  who was  previously a Participant  or
who was previously eligible to become a Participant,  shall become a Participant
upon completing the enrollment process and making an election in accordance with
Section 2.02. Transferred Participants.  A Participant who remains in the employ
of the Company or an  Affiliated  Employer  but ceases to be an  Employee  shall
continue  to be a  Participant  of the Plan but  shall not be  eligible  to make
After-Tax Contributions,  Pre-Tax Contributions or to have Company Contributions
made on his behalf while his employment status is other than as an Employee.
2.05 Termination of Participation. A Participant's participation shall terminate
on the date he is no longer  employed by the Company or any Affiliated  Employer
unless the  Participant  is entitled to benefits  under the Plan, in which event
his participation shall terminate when those benefits are distributed to him.


<PAGE>


                                   ARTICLE 3
                                 Contributions
      3.01  Pre-Tax Contributions.
      (a) A Participant  may elect in accordance with Section 2.02 to reduce his
Compensation  payable while a Participant by at least 1% and,  effective January
1, 1994, not more than 18%, in multiples of 1% and have that amount  contributed
to the Plan by the Company as Pre-Tax  Contributions.  An amount  contributed to
the Plan pursuant to the election of a Participant under a cafeteria plan of the
Company  under  Section  125  of  the  Code  may  be  designated  as  a  Pre-Tax
Contribution by the Participant.  Pre-Tax Contributions shall be further limited
as provided below and in Sections 8.01, 8.04 and 8.05.
      (b) In no event shall the Participant's  Pre-Tax Contributions and similar
contributions made on his behalf by the Company or an Affiliated Employer to all
plans, contracts or arrangements subject to the provisions of Section 401(a)(30)
of the Code in any calendar  year exceed  $7,000  multiplied  by the  Adjustment
Factor. If a Participant's  Pre-Tax  Contributions in a calendar year reach that
dollar  limitation,  his election of Pre-Tax  Contributions for the remainder of
the calendar year will be canceled and, if so elected by the  Participant,  then
recharacterized  as an election to make  After-Tax  Contributions  under Section
3.02 at the same rate as was previously in effect for his Pre-Tax Contributions.
Each  Participant  affected by this paragraph (b) may elect to change or suspend
the rate at which he makes After-Tax  Contributions.  As of the first pay period
of the calendar year following such cancellation,  the Participant's election of
Pre-Tax  Contributions  shall again become  effective at the rate in  accordance
with his most recent election for Pre-Tax Contributions.
      (c) In the event that the sum of the  Pre-Tax  Contributions  and  similar
contributions to any other qualified Defined Contribution Plan maintained by the
Company or an  Affiliated  Employer  exceeds  the dollar  limitation  in Section
3.01(b) for any calendar year, the Participant shall be deemed to have elected a
return of Pre-Tax  Contributions  in excess of such limit  ("excess  deferrals")
from this Plan. The excess deferrals,  together with Earnings, shall be returned
to the  Participant no later than the April 15 following the end of the calendar
year in which the excess  deferrals were made. The amount of excess deferrals to
be returned for any calendar year shall be reduced by any Pre-Tax  Contributions
previously  returned to the  Participant  under  Section 8.01 for that  calendar
year. In the event any Pre-Tax  Contributions  returned under the this paragraph
(c) were matched by Company  Contributions  under  Section  3.03,  those Company
Contributions,  together  with  Earnings,  shall be forfeited and used to reduce
future Company contributions.
      (d)  If a  Participant  makes  tax-deferred  contributions  under  another
qualified  defined  contribution  plan  maintained by an employer other than the
Company or an Affiliated  Employer for any calendar year and those contributions
when added to his  Pre-Tax  Contributions  exceed the  dollar  limitation  under
Section  3.01(b) for that calendar year, the  Participant  may allocate all or a
portion of such  excess  deferrals  to this Plan.  In that  event,  such  excess
deferrals, together with Earnings, shall be returned to the Participant no later
than the April 15 following  the end of the  calendar  year in which such excess
deferrals  were made.  However,  the Plan shall not be required to return excess
deferrals unless the Participant notifies the Plan Administrator, in writing, by
March 1 of that  following  calendar year of the amount of the excess  deferrals
allocated to this Plan.  The amount of such excess  deferrals to be returned for
any  calendar  year  shall be reduced by any  Pre-Tax  Contributions  previously
returned to the  Participant  under Section 8.01 for that calendar  year. In the
event any Pre-Tax  Contributions  returned under this paragraph (d) were matched
by Company  Contributions  under  Section  3.03,  those  Company  Contributions,
together with  Earnings,  shall be forfeited  and used to reduce future  Company
contributions.
3.02 After-Tax  Contributions.  Any Participant may make After-Tax Contributions
under this Section  whether or not he has elected to have Pre-Tax  Contributions
made  on  his  behalf   pursuant  to  Section  3.01.  The  amount  of  After-Tax
Contributions shall be at least 1% and, effective January 1, 1994, not more than
18% of his  Compensation  while a  Participant,  in  multiples  of 1%. An amount
contributed  to the Plan  pursuant  to the  election  of a  Participant  under a
cafeteria plan of the Company under Section 125 of the Code may be designated as
any After-Tax  Contribution by the  Participant.  If the Participant has made an
election under Section 3.01, the maximum  percentage of  Compensation  which the
Participant  may elect to  contribute  under this Section  shall be equal to the
excess of 18% over the percentage elected by the Participant under Section 3.01.
      3.03  Company   Contributions.   The  Company  shall
contribute  on behalf of each of its  Participants  who  elects to make  Pre-Tax
Contributions  or After-Tax  Contributions  an amount equal to 50% of the sum of
the Pre-Tax  Contributions and After-Tax  Contributions  made on behalf of or by
the  Participant  to  the  Plan  during  each  month,  not to  exceed  6% of the
Participant's  Compensation  for such month, in the following order of priority:
(a) Pre-Tax Contributions,  and then (b) After-Tax  Contributions.  In no event,
however,  shall the Company  Contributions  for a month pursuant to this Section
exceed  3% of  the  Participant's  Compensation  for  such  month.  The  Company
Contributions  are  made  expressly  conditional  on  the  Plan  satisfying  the
provisions of Sections 3.01,  8.01, 8.02 and 8.03. If any portion of the Pre-Tax
Contribution or After-Tax Contribution to which the Company Contribution relates
is returned to the  Participant  under Section  3.01,  8.01,  8.02 or 8.03,  the
corresponding Company Contribution shall be forfeited,  and if any amount of the
Company  Contribution is deemed an excess aggregate  contribution  under Section
8.03,  such amount shall be forfeited in accordance  with the provisions of that
Section. Company Contributions shall be paid to the Trustee each calendar month.
3.04  Participating  and  Nonparticipating  Contributions.   The  portion  of  a
Participant's  Pre-Tax  Contribution  or  After-Tax  Contribution  to which  the
Company  Contribution  relates  shall be  Participating  Contributions,  and the
portion of a Participant's  Pre-Tax  Contribution  or After-Tax  Contribution in
excess   of   the   Participant's    Participating    Contributions   shall   be
Nonparticipating Contributions.
3.05 Rollover Contributions and Trust to Trust Transfers.
      (a) Subject to such terms and  conditions  as the Plan  Administrator  may
determine to be appropriate,  applied in a uniform and non-discriminatory manner
to all Participants,  and without regard to any limitations on contributions set
forth in this Article 3, the Plan may receive from a  Participant  for credit to
his Rollover Subaccount,  in cash, any amount previously  distributed (or deemed
to have been  distributed)  to him from a qualified  plan.  The Plan may receive
such amount  either  directly  from the  Participant  or in the form of a direct
rollover  from  an  individual  retirement  account  or from a  qualified  plan.
Notwithstanding the foregoing,  the Plan shall not accept any amount unless such
amount is eligible to be rolled over in accordance  with  applicable law and the
Participant  provides evidence  satisfactory to the Plan Administrator that such
amount qualifies for rollover treatment. Unless received by the Plan in the form
of a direct rollover,  the Rollover  Contribution must be paid to the Trustee on
or before the 60th day after the day it was  received by the  Participant  or be
rolled over through the medium of an individual retirement account that contains
no assets other than those  representing  employer  contributions to a qualified
plan, any earnings thereon and any earnings from employee  contributions to that
plan. At the time received by the Plan, the  Participant  shall,  in such manner
and on such conditions as may be prescribed by the Plan Administrator,  elect to
invest the Rollover  Contribution  in the Investment  Funds then available under
the Plan to the  Participant.  If the  Participant  fails to make an  investment
election,  100% of the Rollover Contribution shall be invested in the Investment
Fund that has the most conservative investment risk.
      (b)  Rollovers  and  direct  rollovers  shall  only  be  accepted  from  a
Participant  who is an Employee  except that the Plan shall accept a rollover or
direct  rollover  from a  former  Employee  who is a  Participant  of an  amount
received from either a Defined Benefit Plan or the TRASOP.
      (c) Subject to such terms and  conditions  as the Plan  Administrator  may
determine to be appropriate,  applied in a uniform and non-discriminatory manner
to all  Participants,  the Plan  shall  receive  on  behalf of a  Participant  a
trust-to-trust  transfer from the Weekly Plan of the Participant's  benefits and
liabilities  under the Weekly  Plan.  Any  Participant  whose  benefits  are the
subject of a  trust-to-trust  transfer from the Weekly Plan to this Plan will be
entitled to receive benefits, rights and features from the Plan that are no less
than the benefits,  rights and features he would be entitled to receive from the
Weekly Plan  immediately  preceding  the transfer.  Following the transfer,  the
Participant's  rights to the non-vested portion of any benefits transferred from
the Weekly Plan shall vest in accordance  with Section 6.02 of this Plan. To the
extent feasible,  such transfer shall be made on an in-kind basis. To the extent
that such transfer is made in the form of cash, at the time received by the Plan
the Participant  shall, in such manner and on such terms as may be prescribed by
the Plan  Administrator,  elect to invest the cash in the Investment  Funds then
available  under the Plan except that the Participant may elect to invest in the
Company  Stock  Fund only cash  derived  from the sale of shares in the  Company
Stock Fund under the Weekly Plan.
      3.06 Changes  in Contributions.  A Participant may
increase or reduce his  contributions  within the limits  prescribed by Sections
3.01 and 3.02,  effective as of the first day of any calendar month, by making a
new  election  on or before  such day of the  preceding  calendar  month in such
manner and on such conditions as may be prescribed by the Plan Administrator.  A
Participant may make changes in contribution levels once a month.
      3.07 Suspension in Contributions. A Participant
may at any time  suspend his  contributions  as of the last day of any  calendar
month by making an election on or before such day of such month,  in such manner
and on  such  conditions  as may be  prescribed  by the  Plan  Administrator.  A
Participant may resume making contributions, effective as of any calendar month,
by making an election on or before such day of the preceding  calendar month, in
such  manner  and  as  such   conditions  as  may  be  prescribed  by  the  Plan
Administrator.  A suspension or resumption of contributions is counted as one of
the changes in  contribution  levels  permitted  within each Plan Year under the
Plan.
      3.08 Payment to Trust.
      (a) Amounts  contributed by  Participants  shall be paid by the Company to
the Trustee promptly and credited by the Trustee to their Accounts in accordance
with  the  certification  of  the  Plan  Administrator  as to the  names  of the
contributing  Participants  and  the  respective  amounts  contributed  by  each
Participant  as  Participating  Contributions,  Nonparticipating  Contributions,
Pre-Tax Contributions and After-Tax Contributions.
      (b) Each Company Contribution shall be paid by the Company promptly to the
Trustee and shall be  allocated  among the  Participants  and  credited to their
respective  Accounts in proportion  to their  Participating  Contributions  made
during the calendar month for which the Company Contribution is being made.
3.09 No Contributions to TRASOP. No contributions to TRASOP by the Company or by
Participants are permitted.
      3.10 Transition  Period. In order to carry out the
transition  to  Vanguard   Fiduciary   Trust   Company  as  Successor   Trustee,
Recordkeeper and Investment Manager, the Plan Administrator shall have authority
to impose such rules and  restrictions in the  administration  of the Plan as he
may deem  appropriate,  so long as such rules and  restrictions are applied on a
uniform and nondiscriminatory basis.


<PAGE>



                                   ARTICLE 4

                             Company Contributions
      4.01  Company  Contributions  Election.  A
Participant  may elect to have  Company  Contributions  allocated to his Account
invested,  in  multiples  of  1%,  in  any  Investment  Fund  or  Funds.  If the
Participant fails to make an election as to Company Contributions,  100% of such
Contributions  shall  be  invested  in the  Investment  Fund  that  has the most
conservative investment risk. Any such election shall be made in such manner and
on such conditions as may be prescribed by the Plan Administrator.
      4.02 Change  of Election.  A Participant may change his
investment election regarding future Company Contributions once a month during a
calendar  year.  Any  such  election  shall be made in such  manner  and on such
conditions as may be prescribed by the Plan Administrator.
      4.03  Certification to Company. The Recordkeeper
shall  certify to the  Company  the amount of  Company  Contributions  that each
Participant has most recently elected, pursuant to Section 4.01 or 4.02, to have
invested for his Account in the Investment Funds.
      4.04 Forfeitures.  The total amount of the Trust Fund forfeited
by Participants pursuant to Section 7.02 or otherwise,  shall be invested in the
Investment Fund that has the most conservative investment risk and then shall be
applied forthwith to reduce future Company Contributions due under the Plan. The
Trustee shall promptly  advise the Company of any such forfeiture and the amount
thereof.  ARTICLE  5  ARTICLE  5  The  Trust  Fund;  Investmentshe  Trust  Fund;
Investments
      5.01    Trust  Agreement.   Contributions  and  TRASOP
Accounts  shall be held in a Trust  Fund by the  Trustee  under a written  trust
agreement  between the Company and the Trustee.  No person shall have any rights
to or interest in the Trust Fund except as provided in the Plan.  The provisions
of the trust  agreement  between the Company and the Trustee shall be considered
an integral part of the Plan as if fully set forth herein.
      5.02  Investment of Trust Fund.
      (a)   Except  for that  portion of the Trust  Fund to be  invested  in a
Participant's Loan Reserve pursuant to Section 9.08 or in TRASOP Shares pursuant
to Section 13.02,  the Trust Fund shall be invested and reinvested in Investment
Funds in  accordance  with the  Participants'  investment  directions.  All such
investment directions by Participants shall be made in accordance with rules and
procedures  prescribed  by the  Plan  Administrator  applied  on a  uniform  and
non-discriminatory  basis. To the extent that any  Participant  fails to provide
investment  directions in accordance with such rules and  procedures,  the Named
Fiduciaries  shall be  responsible  for  directing  the  investment  of  amounts
allocated to the  Participant's  Account under the Plan. A Participant  shall be
permitted  to  change  investment  directions  both as to his  existing  Account
balance and future  contributions  by or on behalf of the Participant  under the
Plan. Any such change in investment  directions shall be made in accordance with
rules and procedures  prescribed by the Plan Administrator  applied on a uniform
and non-discriminatory basis.
      (b) Notwithstanding  Section 5.02(a) above, to carry out the transition to
Vanguard  Fiduciary  Trust  Company  as  Successor  Trustee,   Recordkeeper  and
Investment  Manager,  contributions  and loan repayments made after November 30,
1996 shall be  invested  by the  Trustee in the mutual  fund  designated  as the
"Vanguard Money Market Reserves-U.S. Treasury Portfolio". As soon as practicable
following  establishment  of  Participant  Accounts  by  the  Recordkeeper,  the
contributions  and loan  repayments  so  invested,  together  with any  earnings
thereon,  shall be  transferred  to the  Investment  Funds  and  allocated  to a
Participant's Account in accordance with the Participant's election.
      (c) Notwithstanding  Section 5.02(a) above, to carry out the transition to
Vanguard  Fiduciary  Trust  Company  as  Successor  Trustee,   Recordkeeper  and
Investment  Manager, on December 31, 1996 the Trustee shall invest the assets of
the Trust Fund in the following Investment Funds:
            (i)  Assets  in the  Treasury  Bill  Fund  shall  be  invested  in
Vanguard Money Market Reserves-U.S. Treasury Portfolio;
            (ii) Assets in the Fixed  Income Fund shall be invested in the Fixed
Income Fund, an investment contract fund that invests primarily in a diversified
portfolio  of  traditional  and  alternative  investments  contracts  issued  by
insurance  companies  and  banks  and  other  similar  types of fixed  principal
investments;
            (iii)  Assets in the  Balanced  Fund shall be  invested  in Vanguard
LifeStrategy  Funds-Moderate Growth Portfolio, a balanced fund that invests in a
combination of Vanguard funds with the overall  objective of providing growth of
capital and a reasonable level of current income;
            (iv)  Assets in the Equity  Index Fund shall be invested in Vanguard
Index Trust-500 Portfolio,  a growth and income stock fund that holds 500 of the
largest  stocks in the U.S.  in an  attempt  to match the  performance  and risk
characteristics of Standard & Poor's 500 Composite Stock Price Index; and
            (v)  Assets in the  Company  Stock  Fund  shall be  invested  in the
Company  Stock  Fund  that  invests  in  Company  common  stock to  provide  the
possibility of long-term growth through  increases in the value of the stock and
reinvestments  of  dividends  and in a short-term  reserves to help  accommodate
daily transactions.
      (d) As soon as  practicable  after  December 31, 1996 as determined by the
Plan  Administrator,   the  following  additional   Investment  Funds  shall  be
established:
            (i) Vanguard Bond Index  Fund-Total  Bond Market  Portfolio,  a bond
fund that invests in a broad array of bonds from a variety of  industries  in an
attempt to match the performance and risk characteristics of the Lehman Brothers
Aggregate Bond Index;
            (ii) Vanguard Index Trust-Extended Market Portfolio,  a growth stock
fund that invests in about 2000 companies in an attempt to match the performance
and risk characteristics of the Wilshire 4500 Index; and
            (iii)  Vanguard  STAR   Fund-Total   International   Portfolio,   an
international  stock fund that invests in stocks of about 1500 companies located
in approximately  30 countries around the world,  excluding the U.S. and Canada.
The  Portfolio  invests  in  a  combination  of  three  portfolios  of  Vanguard
International  Equity Index Fund in proportions  that mirror the  composition of
two  indices  compiled  by Morgan  Stanley  Capital  International:  the Europe,
Australia and Far East Index and the Emerging Markets (Select) Index.
      (e) The Named  Fiduciaries may establish other Investment Funds (or modify
the investment objectives or mix of Investment Funds), in addition to or in lieu
of the Investment  Funds described  above.  Such other Investment Funds shall be
established without the necessity of an amendment to the Plan and shall have the
objectives  prescribed  by the  Named  Fiduciaries.  The Named  Fiduciaries  may
eliminate  one or  more  Investment  Funds  existing  at any  time  without  the
necessity of an amendment to the Plan.


<PAGE>


      5.03  Company Stock Fund.
      (a) Investments in Fund. The Trustee shall  regularly  purchase Shares for
the Company Stock Fund in accordance with a nondiscretionary purchasing program.
Such purchases may be made on any  securities  exchange where Shares are traded,
in the  over-the-counter  market, or in negotiated  transactions,  and may be on
such terms as to price,  delivery and  otherwise as the Trustee may determine to
be in the best  interests  of the  Participants.  Dividends,  interest and other
income  received on assets held in the Company Stock Fund shall be reinvested in
the Company Stock Fund. All funds to be invested in the Company Stock Fund shall
be invested by the Trustee in one or more transactions promptly after receipt by
the Trustee,  subject to any applicable  requirement of law affecting the timing
or manner of such  transactions.  All  brokerage  commissions  and other  direct
expenses  incurred  by the Trustee in the  purchase or sale of Shares  under the
Plan will be borne by the Plan  except to the extent the Company  determines  to
pay such expenses.
      (b) Units.  The interests of  Participants in the Company Stock Fund shall
be measured in Units, the number and value of which shall be determined daily.
      (c) Voting of Shares.  Each  Participant  shall be  entitled to direct the
Trustee as to the manner in which any Shares or fractional Share  represented by
Units allocated to the Participant's Account are to be voted. Any such Shares or
fractional Share for which the Participant does not give voting directions shall
be voted by the Trustee in the same manner and  proportions  as all other Shares
held by the Trustee for which voting  directions are given by Participants.  The
Trustee  shall  keep  confidential  a  Participant's   voting  instructions  and
information regarding a Participant's  purchases,  holdings and sales of Shares.
The Plan  Administrator  shall  be  responsible  for  monitoring  the  Trustee's
performance of its confidentiality obligations.
            5.04  Accounts   and   Subaccounts.   The
Recordkeeper shall maintain in any equitable manner, which shall include a daily
revaluation at current market values,  as determined by the Trustee,  a separate
TRASOP Account for each Participant eligible therefor and a separate Account for
each  Participant,  and  within  each  such  Account a  Pre-Tax  Subaccount,  an
After-Tax   Subaccount,   a  Rollover  Subaccount  and  a  Company  Contribution
Subaccount,  in which  the  Recordkeeper  shall  keep a  separate  record of the
respective  shares  of  such  Participant  in the  Trust  Fund,  including  each
Investment  Fund, and the Loan Reserve,  attributable to amounts credited to his
Pre-Tax Subaccount,  his After-Tax  Subaccount,  his Rollover Subaccount and his
Company Contribution  Subaccount. A Participant's Pre-Tax Contributions shall be
credited to his Pre-Tax  Subaccount.  A  Participant's  After-Tax  Contributions
shall  be  credited  to  his  After-Tax  Subaccount.  A  Participant's  Rollover
Contributions  shall be credited to his  Rollover  Subaccount.  A  Participant's
share  of  Company  Contributions  made on or after  January  1,  1985  shall be
credited to his Company Contribution Subaccount.
      5.05 Pre-January  1, 1985 Contributions.
Any  contributions  to the Trust Fund made by a Participant  prior to January 1,
1985 shall, as of January 1, 1985, be credited to his After-Tax Subaccount.  Any
contributions  to  the  Trust  Fund  made  by the  Company  and  allocated  to a
Participant's  Account  prior  to  January  1,  1985  shall be  credited  to the
Participant's Company Contribution Subaccount.
      5.06 Statements  of Account.  As soon as practicable
after each  calendar  quarter  the  Recordkeeper  shall cause to be sent to each
Participant a written statement showing, as of such date, the respective amounts
of the  Trust  Fund,  including  each  investment  Fund  and the  Loan  Reserve,
attributable to the Participant's Pre-Tax Subaccount,  his After-Tax Subaccount,
his  Rollover  Subaccount  and  his  Company  Contribution  Subaccount  and  the
Participant's  balance  in his  TRASOP  Account,  if any.  With  respect  to the
Participant's  After-Tax  Subaccount,  the statement  shall show  separately the
amount of the Participant's own contributions (less any withdrawals) credited to
his After-Tax  Subaccount.  The Plan  Administrator  may direct the Recordkeeper
from time to time to issue  comparable  statements to  Participants  as of other
dates during the calendar year.
      5.07 Responsibility  for Investments.  Each
Participant is solely responsible for the selection of his Investment Funds. The
Trustee, the Recordkeeper,  any Investment Manager,  the Named Fiduciaries,  the
Plan Administrator,  the Company and the trustees,  officers and other employees
of the Company,  the Trustee,  the Recordkeeper and any Investment Manager,  are
not  empowered to advise a  Participant  as to the decision in which his Account
shall be invested. The fact that an Investment Fund is available to Participants
for investment under the Plan shall not be construed as a  recommendation  for a
particular Participant to invest in that Investment Fund.
                                   ARTICLE 6
                                    Vesting
      6.01 Participant Contributions. The amount to the
credit  of  a  Participant's  Account  which  is  attributable  to  his  Pre-Tax
Contributions,  After-Tax  Contributions and Rollover Contributions to the Trust
Fund made by the Participant shall be 100% vested at all times.


<PAGE>



      6.02 Company  Contributions. The amount to the credit
of a  Participant's  Account  which is  attributable  to Company  Contributions,
including  contributions  to the Trust Fund made by the Company prior to January
1, 1985,  shall  become 100%  vested,  subject to Article 8, on the later of (i)
January  1,  1985,  and (ii) the  first day of the  calendar  month in which the
Participant  completes three years of Vesting Service;  provided,  however, that
all amounts to the credit of a Participant's  Account which are  attributable to
Company   Contributions,   shall  become  100%  vested  upon  the  Participant's
attainment of age 65, his  Disability,  termination  of his service by reason of
Retirement  or death or by the Company for reasons  other than cause.  Except to
the  extent  that they  shall  have  become  vested,  amounts to the credit of a
Participant's  Account  which are  attributable  to  Company  Contributions  are
subject to forfeiture as provided in Section 7.02.



<PAGE>



      6.03 TRASOP  Account. A Participant's  balance in his TRASOP
Account, if any, shall always be 100% vested.


                          ARTICLE 7
                          ---------
                  Distributions, Withdrawals and Forfeitures
      7.01  Retirement.  If a  Participant's  service is  terminated
by  reason of  Retirement,  the  entire  amount  to the  credit  of his  Account
(including  any amount due under any  outstanding  loan  pursuant  to Article 9)
shall be distributed to him in accordance with Section 7.09.


<PAGE>


      7.02   Voluntary Termination or Termination by the Company; Forfeitures.
      (a) If a  Participant's  service is terminated by the Company for cause or
if the Participant  voluntarily  terminates his service otherwise than by reason
of Retirement, the non-vested portion of the Participant's Company Contributions
Subaccount shall not be forfeited until the Participant incurs a period of Break
in Service of five years or receives a distribution of the Vested Portion of his
Account,  if  earlier.  The Vested  Portion to the credit of such  Participant's
Account (including any amount due under any outstanding loan pursuant to Article
9) shall be  distributed to such  Participant  in accordance  with Section 7.09.
Termination  of service for cause shall be determined by the Plan  Administrator
under rules  uniformly  applied to all  Participants.  If the Participant is not
reemployed by the Company or an Affiliated Employer before he incurs a period of
Break in Service  of five  years or  receives  a  distribution,  the  non-vested
portion of his Company Contribution Subaccount shall be forfeited.


<PAGE>


      (b) If an amount to the credit of a  Participant's  Company  Contributions
Subaccount  has been  forfeited in accordance  with  paragraph  (a) above,  such
amount shall subsequently be restored to his Company Contribution  Subaccount by
the  Company  provided  (i) he is  reemployed  by the  Company or an  Affiliated
Employer  prior to incurring a period of Break in Service of five years and (ii)
either he has elected or is deemed to have  elected a deferred  distribution  in
accordance  with Section 7.09 or during his  reemployment  and within five years
after his  reemployment  date he makes a lump sum  payment  to the Trust Fund in
cash in an amount  equal to that  portion  of the  distribution  received  which
represents the Participant's  Participating  Contributions  relating directly to
Company  Contributions  which were  forfeited at the time of  distribution.  The
forfeited  amount so restored  shall vest in  accordance  with Section 6.02 as a
Company  Contribution  and  shall  be  credited  to  the  Participant's  Company
Contribution  Subaccount.   The  lump  sum  payment  by  the  Participant  shall
immediately be 100% vested and shall be credited to the Participant's Account.


<PAGE>



      (c) If any  amounts  to be  restored  by the  Company  to a  Participant's
Company Contributions  Subaccount have been forfeited under paragraph (a) above,
those  amounts shall be taken first from any  forfeitures  which have not as yet
been  applied  against  Company  contributions  and if any amounts  remain to be
restored,  the Company shall make a special Company  contribution equal to those
amounts.

      (d) A  Participant  may elect,  in such manner and on such terms as may be
prescribed by the Plan  Administrator,  to invest a repayment in the  Investment
Funds available under the Plan to the Participant at the time of the repayment.
      7.03 Death.  Upon the death of a Participant the entire amount to the
credit of his  Account  (including  any  amount due under any  outstanding  loan
pursuant to Article 9) shall be  distributed  to his  Beneficiary  in accordance
with  Section  11.03 as soon as  practicable  (but in any event  within 90 days)
after the calendar month in which his death occurs.
      7.04  Withdrawals.  A Participant may request cash  withdrawals
from his Account by making a withdrawal  application  in such manner and on such
conditions as may be prescribed by the Plan Administrator. Payment of the amount
withdrawn shall be made as soon as practicable  after such  application has been
completed and processed. Withdrawals shall be permitted not more than four times
in any calendar year and only in accordance with the following terms:
      (a) Withdrawals will be made on an average cost basis within each category
below and pro rata from the Participant's balances available for withdrawal.
      (b) A  Participant  may at any time  withdraw  an amount up to the  entire
amount to the credit of his  After-Tax  and  Company  Contribution  Subaccounts,
except that a Participant  may not withdraw an amount  attributable to a Company
Contribution  until December 31 of the second  calendar year beginning after the
calendar month for which the Company  Contribution was made. A Participant shall
not be permitted to make any such withdrawal  amounting to less than $300 unless
the maximum amount available under this paragraph (b) is less than $300 in which
case the  Participant  shall only be permitted to withdraw such maximum  amount.
Withdrawals shall be made in the following order from a Participant's Account:
      1.    If the Participant requests a nontaxable withdrawal:
            (i)   Nonparticipating   After-Tax   Contributions   made   before
                  January 1, 1987,  excluding  any  earnings  thereon,  and (ii)
            Participating After-Tax Contributions made before January
                  1, 1987, excluding any earnings thereon.
      2.    If  the  Participant   requests  a  taxable  withdrawal,   without
incurring a suspension as provided in (f) below:
            (i)   Nonparticipating   After-Tax   Contributions   made   before
                  January 1, 1987, excluding any earnings thereon;
            (ii)  Participating  After-Tax  Contributions  made before January
                  1, 1987, excluding earnings thereon;
            (iii) Nonparticipating  After-Tax  Contributions  made on or after
                  January 1, 1987, including any earnings thereon;
            (iv)  Participating After-Tax Contributions made on or after January
                  1, 1987 that have been in the Account two full calendar  years
                  after the year contributed, including any earnings thereon;
            (v)   Any  earnings  attributable  to  Nonparticipating  After-Tax
                  Contributions made before January 1, 1987;
            (vi)  Any  earnings   attributable  to   Participating   After-Tax
                  Contributions made before January 1, 1987; and
            (vii) Company  Contributions  in the Account  for two full  calendar
                  years after the  contribution  year,  including  any  earnings
                  thereon.
      3.    If the Participant  requests a taxable  withdrawal  resulting in a
suspension as provided in (f) below:
            (i)   Nonparticipating   After-Tax   Contributions   made   before
                  January 1, 1987, excluding any earnings thereon;
            (ii)  Participating  After-Tax  Contributions  made before January
                  1, 1987, excluding any earnings thereon;
            (iii) Nonparticipating  After-Tax  Contributions  made on or after
                  January 1, 1987, including any earnings thereon;
            (iv)  Participating  After-Tax  Contributions  made  on  or  after
                  January 1, 1987, including any earnings thereon;
            (v)   Any  earnings  attributable  to  Nonparticipating  After-Tax
                  Contributions made before January 1, 1987;
            (vi)  Any  earnings   attributable  to   Participating   After-Tax
                  Contributions made before January 1, 1987; and
            (vii) Company  Contributions  in the Account  for two full  calendar
                  years after the  contribution  year,  including  any  earnings
                  thereon.
      (c) A Participant  who has withdrawn at least the entire amount  available
under (b) above  without  incurring  a  suspension  may at any time  withdraw an
amount up to the entire amount to the credit of his Rollover Subaccount.
      (d) A Participant  who has attained the age of 59 years and six months and
who has withdrawn at least the entire  amounts  available for  withdrawal  under
paragraphs  (b) and (c) above without  incurring a  suspension,  may withdraw an
amount up to the entire  amount to the credit of his Pre-Tax  Subaccount  in the
following order:
      1.    If the Participant  requests a withdrawal,  without resulting in a
suspension under (f) below:
            (i)   Nonparticipating   Pre-Tax   Contributions,   including  any
                  earnings thereon, and
            (ii)  Participating  Pre-Tax  Contributions  that  have  been in the
                  Account   for  two  full   calendar   years   after  the  year
                  contributed, including any earnings thereon.


<PAGE>


      2.    If  the   Participant   requests  a  withdrawal   resulting  in  a
suspension under (f) below:
            (i)   Participating  After-Tax  Contributions,   made  on  or  after
                  January  1, 1987 that have been in the  Account  for less than
                  two full calendar years after the contribution year, including
                  any earnings thereon;
            (ii)  Nonparticipating   Pre-Tax   Contributions,   including  any
                  earnings thereon; and
            (iii) Participating  Pre-Tax  Contributions  including  any earnings
                  thereon. A Participant shall not be permitted to make any such
                  withdrawal  amounting  to less than $300  unless  the  maximum
                  amount  available under this Section 7.04 is less than $300 in
                  which case the Participant shall only be permitted to withdraw
                  such maximum amount.
      (e)  Notwithstanding  the  preceding   paragraphs  (b),  (c)  and  (d),  a
Participant  may not  withdraw  any amount  that would  cause the balance of his
Account to be less than the minimum amount required under Section 9.09.
      (f) In the event a  Participant  withdraws  any  amounts  which  represent
After-Tax  Participating  Contributions  made at any  time  during  the two full
calendar years  preceding the calendar year in which the withdrawal is made, the
Participant's right to make any contributions to the Plan shall be suspended for
the six full calendar months as soon as practicable following the withdrawal. To
resume contributions  following such suspension,  the Participant must elect, on
or before such day, in such manner and on such  conditions  as may be prescribed
by the Plan Administrator, to resume making contributions.
      7.05 Hardship  Withdrawals. A Participant may, in the
event  of  hardship,  withdraw  all  or  any  part  of  the  amount  of  Pre-Tax
Contributions  to the credit of the Account of the  Participant  (excluding  any
earnings  after  December 31, 1988  attributable  to Pre-Tax  Contributions)  in
excess of any minimum Account balance required under Section 9.09. A Participant
may apply for a hardship withdrawal in such manner and on such conditions as may
be prescribed by the Plan Administrator.  For purposes of the Plan a Participant
shall be deemed to have a hardship if the Participant has an immediate and heavy
financial need and if the withdrawal is necessary to satisfy such financial need
as set forth  below.  The Plan  Administrator  or his delegate  shall  determine
whether the Participant satisfies the requirements for a hardship and the amount
of any hardship  withdrawal.  Any  withdrawal  under this Section  shall be made
pro-rata  from the  Participant's  balances in the  Investment  Funds from which
withdrawal  may be made as provided in Section  7.04. A  withdrawal  pursuant to
this  Section  7.05  shall  not be  subject  to the  limitations  on  number  of
withdrawals permitted under Section 7.04.


<PAGE>



      (a) Immediate and Heavy  Financial Need - A Participant  will be deemed to
have an immediate and heavy  financial  need if the  withdrawal is to be made on
account of any of the following:

            (1)   Medical  expenses  described  in  Section  213(d)  of the Code
                  previously  incurred  by the  Participant,  the  Participant's
                  spouse or any  dependent  (as  defined in  Section  152 of the
                  Code) of the  Participant,  or  expenses  necessary  for those
                  persons to obtain  medical care described in Section 213(d) of
                  the Code;
            (2)   Costs  directly  related  to the  purchase
                  (excluding   mortgage   payments)   of   a
                  principal residence for the Participant;
            (3)   Payment of tuition and related  educational  fees for the next
                  twelve-months   of   post-   secondary   education   for   the
                  Participant,   or  the  Participant's   spouse,   children  or
                  dependents;
            (4)   Payment of amounts  necessary  to prevent the  eviction of the
                  Participant   from  his   principal   residence  or  to  avoid
                  foreclosure  on the  mortgage of the  Participant's  principal
                  residence; or
            (5)   Any  other  need  added  to  the  foregoing  items  of  deemed
                  immediate and heavy financial needs by the Commissioner of the
                  Internal  Revenue  Service  through the publication of revenue
                  rulings,  notices and other documents of general availability,
                  rather than on an individual basis.
A  Participant  shall not be permitted  to make a  withdrawal  in the event of a
hardship on account of any reason other than as set forth above.


<PAGE>



      (b) Necessary to Satisfy Such Need - The requested  withdrawal will not be
treated as necessary to satisfy the Participant's  immediate and heavy financial
need to the extent that the amount of the  requested  withdrawal is in excess of
the amount required to relieve the financial need or to the extent such need may
be  satisfied  from  other  sources  that  are   reasonably   available  to  the
Participant. The amount of an immediate and heavy financial need may include any
amounts  necessary to pay any federal,  state or local income taxes or penalties
reasonably  anticipated to result from the hardship withdrawal.  The Participant
must  request,  on such  form or  otherwise  as the  Plan  Administrator  or his
delegate may  prescribe,  that the Plan  Administrator  or his delegate make its
determination  of the  necessity for the  withdrawal  solely on the basis of the
Participant's  certification,  without any supporting documents.  In that event,
the Plan Administrator or his delegate shall make such  determination,  provided
all of the following  requirements are met: (1) the Participant has obtained all
distributions  and  withdrawals,  other  than  distributions  available  only on
account of hardship,  and all nontaxable  loans  currently  available  under all
plans of the Company and Affiliated Employers, (2) the Participant is prohibited
from making Pre-Tax  Contributions  and After-Tax  Contributions to the Plan and
all other plans of the Company and Affiliated  Employers under the terms of such
plans or by means of an otherwise legally enforceable  agreement for at least 12
months after receipt of the  distribution,  and (3) the limitation  described in
Section 3.01(b) under all plans of the Company and Affiliated  Employers for the
calendar  year  following  the year in which  the  distribution  is made must be
reduced by the Participant's elective deferrals made in the calendar year of the
distribution  for hardship.  For purposes of clause (2), "all other plans of the
Company and Affiliated Employers" means all qualified and non-qualified plans of
deferred  compensation  maintained by the Company and  Affiliated  Employers and
includes a stock option,  stock purchase (including the Company's Discount Stock
Purchase Plan though it isn't a deferred compensation plan) and such other plans
as may be designated under regulations  issued under Section 401(k) of the Code,
but shall  not  include  health  and  welfare  benefit  plans and the  mandatory
employee contribution portion of a Defined Benefit Plan.

7.06  Distribution  from Company Stock Fund.  Where an amount to be  distributed
pursuant to Section 7.01,  7.02, or 7.03 is  represented  in part by Units,  the
distributee  may  elect,  in  such  manner  and  on  such  conditions  as may be
prescribed by the Plan  Administrator,  to have  distributed the number of whole
Shares   represented  by  such  Units,   together  with  an  amount  of  dollars
representing  the balance of the current value of such Units.  In the absence of
such  an  election,   the  distribution  shall  be  made  entirely  in  dollars.
Withdrawals  pursuant to Section 7.04 or 7.05 and loans pursuant to Article 9 to
be made from the Company Stock Fund shall be made entirely in cash.
      7.07 Leaves of Absence and  Transfers to Weekly  Payroll.
If a Participant  shall be granted a leave of
absence by the  Company or shall  transfer  from the  management  payroll to the
weekly payroll, neither such event shall be deemed a termination of service, but
such Participant's Pre-Tax Contributions and After-Tax  Contributions under this
Plan shall be suspended  as of the last day of the calendar  month in which such
leave commences,  or transfer  occurs,  as the case may be. Such Participant may
resume making Pre-Tax Contributions and After-Tax Contributions, as of the first
day of any calendar month  following the termination of such leave of absence or
his  return  to the  management  payroll,  as the case may be,  by  making a new
payroll deduction  authorization in such manner and on such conditions as may be
prescribed by the Plan Administrator.
      7.08  Age  70  1/2   Required   Distribution  
            
      (a) In no event  shall the  provisions  of this  Article  operate so as to
extend the time by which a distribution  is to be made under any other provision
of the Plan or to allow the  distribution  of a  Participant's  Account to begin
later than the April 1 following  the  calendar  year in which he attains age 70
1/2,  provided that such  commencement  in active  service shall not be required
with respect to a Participant (i) who does not own more than five percent of the
outstanding  stock of the Company (or stock possessing more than five percent of
the  total  combined  voting  power of all stock of the  Company),  and (ii) who
attained age 70 1/2 prior to January 1, 1988.
      (b) In the event a  Participant  in active  service is  required  to begin
receiving payments while in service under the provisions of paragraph (a) above,
the Plan shall distribute to the Participant in each distribution  calendar year
the minimum amount  required to satisfy the  provisions of Section  401(a)(9) of
the Code provided, however, that the payment for the first distribution calendar
year shall be made on or before April 1 of the  following  calendar  year.  Such
minimum  amount will be determined on the basis of the joint life  expectancy of
the Participant and his  Beneficiary.  Such life expectancy will be recalculated
once each year;  however,  the life  expectancy of the  Beneficiary  will not be
recalculated if the Beneficiary is not the Participant's  spouse.  The amount of
the withdrawal  shall be allocated  among the Investment  Funds in proportion to
the value of the Accounts as of the date of each withdrawal. The commencement of
payments  under this Section shall not  constitute an Annuity  Starting Date for
purposes of Sections 72,  401(a)(11) and 417 of the Code. Upon the Participant's
subsequent termination of employment, payment of the Participant's Account shall
be made in accordance with the provisions of Section 7.09.
      7.09  Form and Timing of Distributions.
      (a)  Distributions  pursuant to Sections  7.01 and 7.02 shall be made as
follows:
            (i)   the Vested Portion of the Participant's  Account balance which
                  equals $3500 or less shall be distributed in a single lump sum
                  as soon as  practicable,  but not later than 60 days after the
                  end  of  the   calendar   year  in  which  the   Participant's
                  termination of employment occurs; or
            (ii)  unless  the  Participant  makes an  election  under  Section
                  7.09(b),  the Vested  Portion of the  Participant's  Account
                  balance  which  exceeds  $3500 shall be  deferred  until the
                  Participant  attains  age 65 and the amount to the credit of
                  the  Participant's  Account as of the day he attains  age 65
                  shall be  distributed to him in a single lump sum as soon as
                  practicable  thereafter.  If the  Participant  fails to make
                  an election under Section 7.09(b),  the Participant shall be
                  deemed to have elected the deferred  distribution under this
                  Section 7.09(a)(ii).


<PAGE>



      (b) In lieu of the deferred distribution upon attaining age 65 provided in
Section  7.09(a)(ii),  the  Participant  may elect,  in such  manner and on such
conditions as may be



<PAGE>


prescribed by the Plan Administrator, one of the following:
            (i)   a distribution  in a single lump sum as soon as practicable,
                  but not later  than 60 days  after  the end of the  calendar
                  year in which the Participant's termination occurs;
            (ii)  a  distribution  deferred  until the last day of a  calendar
                  month  not  later  than the  calendar  month  in  which  the
                  Participant   attains   age   70  as   designated   by   the
                  Participant,    in   which   event   distribution   of   the
                  Participant's  Account  balance  as of the  last  day of the
                  calendar  month so  designated by the  Participant  shall be
                  made in a single lump sum as soon as practicable  after such
                  calendar month; or
            (iii) a  distribution  in five  annual  installments  as promptly as
                  practicable  after the end of each calendar year commencing in
                  the calendar year  immediately  following the calendar year in
                  which the termination  occurs, in which event each such annual
                  installment  shall be an  amount  equal  to the  Participant's
                  Account balance as of December 31 of the previous year divided
                  by the  number of  annual  installments  remaining  to be made
                  hereunder,  except that the fifth such installment shall equal
                  the  entire  balance  in the  Participant's  Account as of the
                  preceding  December 31. Each such annual  installment shall be
                  taken  pro  rata  from  the  Participant's   balances  in  the
Investment  Funds under the Plan. 7.10 Status of Account  Pending  Distribution.
Until  completely  distributed the Account of a Participant who is entitled to a
distribution shall continue to be invested as part of the funds of the Plan.
7.11  Proof of  Death  and  Right  of  Beneficiary  or  Other  Person.  The Plan
Administrator may require and rely upon such proof of death and such evidence of
the right of any Beneficiary or other person to receive the value of the Account
of a deceased  Participant  as the Plan  Administrator  may deem  proper and his
determination  of the  right of that  Beneficiary  or other  person  to  receive
payment shall be conclusive.
      7.12 Distribution Limitation.  Notwithstanding any
other  provision  of this  Article  7, 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.
7.13  Direct  Rollover  of  Certain  Distributions.   This  Section  applies  to
distributions made on or after January 1, 1993. Notwithstanding any provision of
the Plan to the contrary that would  otherwise  limit a  distributee's  election
under  this  Section,  a  distributee  may  elect,  in such  manner  and on such
conditions as may be prescribed by the Plan  Administrator,  to have any portion
of an eligible  rollover  distribution  paid directly to an eligible  retirement
plan  specified  by  the  distributee  in  a  direct  rollover.   The  following
definitions apply to the terms used in this Section:
      (a) "Eligible rollover  distribution" means 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" means an individual  retirement  account
described  in  Section  408(a) of the Code,  an  individual  retirement  annuity
described in Section  408(b) of the Code,  an annuity plan  described in Section
403(a) of the Code,  or a qualified  trust  described  in Section  401(a) of the
Code, that accepts 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" means 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; and
      (d)  "Direct  rollover"  means  a  payment  by the  Plan  to the  eligible
retirement plan specified by the distributee.


<PAGE>


                                   ARTICLE 8
                       Non-Discrimination and Limitation
      8.01 Actual Deferral Percentage Test. The
Actual Deferral Percentage for Highly Compensated Employees who are Participants
or  eligible  to  become  Participants  shall not  exceed  the  Actual  Deferral
Percentage for all other  Employees who are  Participants  or eligible to become
Participants  multiplied by 1.25. If the Actual  Deferral  Percentage for Highly
Compensated  Employees  does not meet the foregoing  test,  the Actual  Deferral
Percentage for Highly  Compensated  Employees may not exceed the Actual Deferral
Percentage for all other  Employees who are  Participants  or eligible to become
Participants  by more  than  two  percentage  points,  and the  Actual  Deferral
Percentage for Highly  Compensated  Employees may not be more than 2.0 times the
Actual Deferral Percentage for all other Employees (or such lesser amount as the
Plan  Administrator  shall determine to satisfy the provisions of Section 8.03).
The Plan  Administrator  may implement rules limiting the Pre-Tax  Contributions
which may be made on behalf of some or all Highly Compensated  Employees so that
this  limitation is satisfied.  If the Plan  Administrator  determines  that the
limitation  under this  Section  8.01 has been  exceeded  in any Plan Year,  the
following provisions shall apply:
      (a) The  amount  of  Pre-Tax  Contributions  made on behalf of some or all
Highly  Compensated  Employees  shall be reduced  until the  provisions  of this
Section  are   satisfied  as  follows.   The  actual   deferral   ratio  of  the
Highly-Compensated  Employee  with the highest  actual  deferral  ratio shall be
reduced to the extent necessary to meet the test or to cause such ratio to equal
the actual  deferral  ratio of the  Highly  Compensated  Employee  with the next
highest  ratio.  This  process  will  be  repeated  until  the  actual  deferral
percentage  test is passed.  Each ratio  shall be  rounded  to the  nearest  one
one-hundredth of one percent of the Participant's Statutory Compensation.
      (b)  Pre-Tax  Contributions  subject  to  reduction  under  this  Section,
together with Earnings thereon,  ("excess  contributions")  shall be paid to the
Participant  before the close of the Plan Year  following the Plan Year in which
the excess contributions were made and, to the extent practicable,  within 2 1/2
months  of the close of the Plan Year in which  the  excess  contributions  were
made.  However,  any excess  contributions for any Plan Year shall be reduced by
any Pre-Tax  Contributions  previously returned to the Participant under Section
3.01 for that Plan Year. In the event any Pre-Tax  Contributions  returned under
this  Section  8.01 were matched by Company  Contributions,  such  corresponding
Company  Contributions,  with Earnings  thereon,  shall be forfeited and used to
reduce Company contributions.  The Participant may elect, in lieu of a return of
the excess contributions,  to have the Plan treat all or a portion of the excess
contributions to the Plan as After-Tax  Contributions for the Plan Year in which
the excess  contributions were made, subject to the limitations of Section 3.02.
Recharacterized excess contributions shall be considered After-Tax Contributions
made in the Plan Year to which the excess  contributions  relate for purposes of
Section 8.02 and shall be subject to the  withdrawal  provisions  applicable  to
After-Tax   Contributions  under  Article  7.  The  Participant's   election  to
recharacterize  Pre-Tax  Contributions  shall be made within 2 1/2 months of the
close of the Plan Year in which the excess  contributions  were made,  or within
such shorter period as the Plan Administrator may prescribe. In the absence of a
timely  election  by  the   Participant,   the  Plan  shall  return  his  excess
contributions as provided in the paragraph (b).
      8.02 Actual  Contribution  Percentage
Test. The Actual  Contribution  Percentage for Highly Compensated  Employees who
are Participants or eligible to become  Participants shall not exceed the Actual
Contribution Percentage for all other Employees who are Participants or eligible
to become Participants multiplied by 1.25. If the Actual Contribution Percentage
for the Highly  Compensated  Employees  does not meet the  foregoing  test,  the
Actual Contribution  Percentage for Highly Compensated  Employees may not exceed
the Actual  Contribution  Percentage of all other Employees who are Participants
or eligible to become  Participants by more than two percentage  points, and the
Actual Contribution  Percentage for Highly Compensated Employees may not be more
than 2.0 times the Actual  Contribution  Percentage for all other  Employees (or
such lesser  amount as the Plan  Administrator  shall  determine  to satisfy the
provisions of Section 8.03). The Plan Administrator may implement rules limiting
the After-Tax  Contributions which may be made by some or all Highly Compensated
Employees  so that  this  limitation  is  satisfied.  If the Plan  Administrator
determines that the limitation  under this Section 8.02 has been exceeded in any
Plan Year, the following provisions shall apply:
      (a) The amount of After-Tax  Contributions and Company  Contributions made
by or on behalf of some or all  Highly  Compensated  Employees  in the Plan Year
shall be reduced until the  provisions of this Section are satisfied as follows.
The  actual  contribution  ratio of the  Highly  Compensated  Employee  with the
highest actual  contribution  ratio shall be reduced to the extent  necessary to
meet the test or to cause such ratio to equal the actual  contribution  ratio of
the Highly-Compensated Employee with the next highest actual contribution ratio.
This process will be repeated until the actual  contribution  percentage test is
passed.  Each ratio  shall be rounded to the nearest  one  one-hundredth  of one
percent of a Participant's Statutory Compensation.
      (b) Any  After-Tax  Contributions  and  Company  Contributions  subject to
reduction under this Section,  together with Earnings thereon ("excess aggregate
contributions"), shall be reduced and allocated in the following order:
            (i)   Nonparticipating After-Tax Contributions, to the extent of the
                  excess aggregate contributions,  together with Earnings, shall
                  be paid to the Participant; and then, if necessary,
            (ii)  so much of the  Participating  After-Tax  Contributions  and
                  corresponding   Company    Contributions,    together   with
                  Earnings,  as shall be  necessary  to meet the test shall be
                  reduced,  with the  After-Tax  Contributions,  together with
                  Earnings,  being  paid to the  Participant  and the  Company
                  Contributions,  together with Earnings,  being reduced, with
                  vested Company  Contributions being paid to the Participant,
                  and Company  Contributions  which are forfeitable  under the
                  Plan  being   forfeited   and  applied  to  reduce   Company
                  contributions; then if necessary,
            (iii) so much of the Company Contributions,  together with Earnings,
                  as shall be  necessary  to equal  the  balance  of the  excess
                  aggregate  contributions shall be reduced, with vested Company
                  Contributions  being  paid  to  the  Participant  and  Company
                  Contributions  which  are  forfeitable  under  the Plan  being
                  forfeited and applied to reduce Company contributions.
      (c) Any repayment or forfeiture of excess aggregate contributions shall be
made  before  the close of the Plan Year  following  the Plan Year for which the
excess aggregate  contributions  were made and, to the extent  practicable,  any
repayments or  forfeiture  shall be made within 2 1/2 months of the close of the
Plan Year in which the excess aggregate contributions were made.
      8.03 Aggregate  Contribution Limitation.
Notwithstanding  the provisions of Sections 8.01 and 8.02, in no event shall the
sum  of  the  Actual  Deferral  Percentage  of  the  group  of  eligible  Highly
Compensated  Employees  and the Actual  Contribution  Percentage  of such group,
after applying the  provisions of Sections 8.01 and 8.02,  exceed the "aggregate
limit" as provided in Section  401(m)(9) of the Code and the regulations  issued
thereunder.  In the event the aggregate limit is exceeded for any Plan Year, the
Actual  Contribution  Percentages of the Highly  Compensated  Employees shall be
reduced to the extent  necessary to satisfy the  aggregate  limit in  accordance
with the procedure set forth in Section 8.02.
8.04 Additional Discrimination Testing Provisions.
      (a) If any Highly Compensated  Employee is either (i) a five percent owner
or (ii)  one of the 10  highest  paid  Highly  Compensated  Employees,  then any
Statutory  Compensation  paid to or any contribution made by or on behalf of any
member of his  "family"  shall be deemed paid to or made by or on behalf of such
Highly Compensated Employee for purposes of Sections 8.01, 8.02 and 8.03, to the
extent required under regulations prescribed by the Secretary of the Treasury or
his delegate  under Sections  401(k) and 401(m) of the Code.  The  contributions
required to be aggregated  under the preceding  sentence shall be disregarded in
determining the Actual Deferral  Percentage and Actual  Contribution  Percentage
for the group of non-highly compensated employees for purposes of Sections 8.01,
8.02  and  8.03.  Any  return  of  excess   contributions  or  excess  aggregate
contributions  required under  Sections 8.01,  8.02 and 8.03 with respect to the
family  group shall be made by  allocating  the excess  contributions  or excess
aggregate   contributions   among  the  family  members  in  proportion  to  the
contributions  made by or on behalf of each family member that is combined.  For
purposes  of this  paragraph,  the term  "family"  means,  with  respect  to any
employee,  such  employee's  spouse,  any lineal  ascendants or descendants  and
spouses of such lineal ascendants or descendants.
      (b) If any Highly  Compensated  Employee is a member of another  qualified
plan of the Company or an  Affiliated  Employer,  other than an  employee  stock
ownership  plan  described  in  Section  4975(e)(7)  of the  Code  or any  other
qualified plan which must be mandatorily  disaggregated  under Section 410(b) of
the Code, under which deferred cash contributions or matching  contributions are
made on behalf of the  Highly  Compensated  Employee  or under  which the Highly
Compensated Employee makes after-tax contributions, the Plan Administrator shall
implement rules, which shall be uniformly  applicable to all employees similarly
situated, to take into account all such contributions for the Highly Compensated
Employee under all such plans in applying the  limitations of Section 8.01, 8.02
and 8.03. If any other such  qualified  plan has a plan year other than the Plan
Year, the  contributions to be taken into account in applying the limitations of
Sections 8.01, 8.02 and 8.03 will be those made in the plan years ending with or
within the same calendar year.
      (c) In the event that this Plan is aggregated with one or more other plans
to satisfy the requirements of Sections  401(a)(4) and 410(b) of the Code (other
than for  purposes of the  average  benefit  percentage  test) or if one or more
other plans is  aggregated  with this Plan to satisfy the  requirements  of such
sections of the Code,  then the provisions of Sections 8.01, 8.02 and 8.03 shall
be applied by determining the Actual Deferral Percentage and Actual Contribution
Percentage of employees as if all such plans were a single plan. If this Plan is
permissively  aggregated with any other plan or plans for purposes of satisfying
the provisions of Section 401(k)(3) of the Code , the aggregated plans must also
satisfy the  provisions  of Section  401(a)(4)  and 410(b) of the Code as though
they were a single plan. For Plan Years beginning after December 31, 1989, plans
may be aggregated under this paragraph (c) only if they have the same plan year.
      (d) The  Company  may elect to use  Pre-Tax  Contributions  to satisfy the
tests  described in Sections 8.02 and 8.03,  provided that the test described in
Section 8.01 is met prior to such  election,  and  continues to be met following
the Company's  election to shift the application of those Pre-Tax  Contributions
from Section 8.01 to Section 8.02.
      (e)  The  Company  may  authorize  that  special  "qualified   nonelective
contributions"  shall be made for a Plan Year,  which shall be allocated in such
amounts and to such Participants,  who are not Highly Compensated Employees,  as
the Named Fiduciaries shall determine.  The Plan Administrator,  shall establish
such separate accounts as may be necessary.  Qualified nonelective contributions
shall be 100% nonforfeitable when made. Any qualified nonelective  contributions
made on or after  January 1, 1994 and any  earnings  credited  on any  qualified
nonelective contributions after such date shall only be available for withdrawal
under the provisions of Section  7.04(d).  Qualified  nonelective  contributions
made for the Plan Year may be used to satisfy  the tests  described  in Sections
8.01, 8.02 and 8.03, where necessary.
      (f) Notwithstanding  any provision of the Plan to the contrary,  employees
included in a unit of  employees  covered by a collective  bargaining  agreement
shall be disregarded in applying the provisions of Sections 8.01,  8.02 and 8.03
except that the  provisions  of Section 8.01 above shall be  applicable  to that
group of  employees  on and  after  January  1,  1993 on the  basis  that  those
employees are included in a separate cash-or-deferred arrangement.
      8.05  Maximum Annual Additions.
      (a)   The annual addition to a Participant's  Account for any Plan Year,
which shall be considered the  "limitation  year" for purposes of Section 415 of
the Code,  when added to the  Participant's  annual  addition for that Plan Year
under  any  other  qualified  Defined  Contribution  Plan of the  Company  or an
Affiliated Employer,  shall not exceed an amount which is equal to the lesser of
(i) 25% of his aggregate  remuneration  for the Plan Year or (ii) the greater of
$30,000  or  one-quarter  of the  dollar  limitation  in  effect  under  Section
415(b)(1)(A) of the Code.
      (b) For purposes of this Section, the "annual addition" to a Participant's
Account  under  this  Plan or any  other  qualified  Defined  Contribution  Plan
maintained by the Company or an Affiliated Employer shall be the sum of:
            (i)   the total  contributions,  including Pre-Tax  Contributions,
                  made on the  Participant's  behalf  by the  Company  and all
                  Affiliated Employers,
            (ii)  all  Participant  contributions,  exclusive  of any Rollover
                  Contributions, and
            (iii) forfeitures, if applicable,
that have been  allocated to the  Participant's  Account  under this Plan or his
accounts under any other such qualified Defined  Contribution Plan. For purposes
of this paragraph (b), any Pre-Tax Contributions  distributed under Section 8.01
and  any  Company  Contributions  or  After-Tax  Contributions   distributed  or
forfeited  under the  provisions  of Section 3.01,  8.01,  8.02 or 8.03 shall be
included in the annual addition for the year allocated.
      (c) For purposes of this Section,  the term "remuneration" with respect to
any Participant shall mean the wages, salaries and other amounts paid in respect
of the  Participant  by the  Company  or an  Affiliated  Employer  for  personal
services  actually  rendered,  determined  after any  reduction of  Compensation
pursuant to Section 3.01 or pursuant to a cafeteria plan as described in Section
125 of the Code,  including (but not limited to) bonuses,  overtime payments and
commissions,  but  excluding  deferred  compensation,  stock  options  and other
distributions which receive special tax benefits under the Code.
      (d) If the annual addition to a  Participant's  Account for any Plan Year,
prior to the  application  of the  limitation  set forth in paragraph (a) above,
exceeds that limitation due to a reasonable  error in estimating a Participant's
annual  compensation or in determining the amount of Pre-Tax  Contributions that
may be made with respect to a  Participant  under Section 415 of the Code, or as
the  result of the  allocation  of  forfeitures,  the  amount  of  contributions
credited to the Participant's Account in that Plan Year shall be adjusted to the
extent  necessary to satisfy that  limitation in  accordance  with the following
order of priority:


<PAGE>


            (i)   The  Participant's  Nonparticipating  After-Tax  Contributions
                  under  Section 3.02 shall be reduced to the extent  necessary.
                  The  amount  of  the  reduction   shall  be  returned  to  the
                  Participant,  together with any earnings on the  contributions
                  to be returned.
            (ii)  The Participant's Nonparticipating Pre-Tax Contributions under
                  Section  3.01 shall be reduced  to the extent  necessary.  The
                  amount of the reduction shall be returned to the  Participant,
                  together  with  any  earnings  on  the   contributions  to  be
                  returned.
            (iii) The Participant's  Participating  After-Tax  Contributions and
                  corresponding  Company  Contributions  shall be reduced to the
                  extent necessary.  The amount of the reduction attributable to
                  the Participant's  Participating After-Tax Contributions shall
                  be returned to the Participant,  together with any earnings on
                  those   contributions   to  be   returned,   and  the   amount
                  attributable to the Company  Contributions  shall be forfeited
                  and used to reduce  subsequent  contributions  payable  by the
                  Company.
            (iv)  The Participant's  Participating  Pre-Tax  Contributions and
                  corresponding  Company Contributions shall be reduced to the
                  extent necessary.  The amount of the reduction  attributable
                  to the  Participant's  Participating  Pre-Tax  Contributions
                  shall be  returned  to the  Participant,  together  with any
                  earnings  on those  contributions  to be  returned,  and the
                  amount  attributable to the Company  Contributions  shall be
                  forfeited  and  used  to  reduce  subsequent   contributions
                  payable by the Company.
Any Pre-Tax  Contributions  returned to a Participant  under this  paragraph (d)
shall be disregarded in applying the dollar limitation of Pre-Tax  Contributions
under Section  3.01(b),  and in performing the Actual  Deferral  Percentage Test
under Section 8.01.  Any After-Tax  Contributions  returned under this paragraph
(d) shall be disregarded in performing the Actual  Contribution  Percentage Test
under Section 8.02.
      8.06 Defined  Benefit Plan Limitation. If a
Participant is or ever was a participant in a Defined Benefit Plan then prior to
restricting  any Annual  Addition  under this Plan the rate of benefit  accruals
under such  Defined  Benefit Plan shall first be reduced so as to cause the sum,
for any limitation year, of the Participant's  Defined Benefit Plan Fraction and
the Participant's Defined Contribution Plan Fraction not to exceed 1.0.
                                   ARTICLE 9
                                     Loans
      9.01 Loans  Permitted.  A Participant who is not on a leave
of absence and remains on the active  payroll may, with the approval of the Plan
Administrator  under such  uniform  rules as the Plan  Administrator  may adopt,
borrow from his Account upon terms and  conditions  set forth in this Article 9.
Any loans made prior to October 19, 1989 shall be subject to this  Article 9 and
the rules in effect thereunder at the time such loans were made. Any loans made,
renewed,  renegotiated,  modified or extended on or after October 19, 1989 shall
be subject to this Article 9 as amended effective as of such date.  Effective as
of October 19, 1989 the Plan  Administrator is authorized to administer the loan
program  under  this  Article 9. Any  Participant  who is an  Employee,  and any
Participant  who is a former Employee and a  "party-in-interest"  (as defined in
Section  3(14)  of  ERISA)  to the  Plan,  may  borrow  from his  Account,  upon
application made in such manner and on such conditions as the Plan Administrator
may  prescribe and under such uniform and  non-discriminatory  rules as the Plan
Administrator may adopt.


<PAGE>



      9.02  Amount  of  Loans.  The  minimum  amount of any loan
pursuant  to this  Article 9 shall be  $1,000.  The amount of any such loan to a
Participant,  together with the  outstanding  balance of all other such loans to
the same  Participant,  shall not  exceed  the lesser of (a) or (b) where (a) is
$50,000 reduced by the excess (if any) of (i) the highest outstanding balance of
loans to the Participant  from the Plan during the one year period ending on the
day  before  the date on which  such  loan is made,  over  (ii) the  outstanding
balance of loans to the Participant from the Plan on the date on which such loan
is made, and (b) is one-half of the Vested Portion of the Participant's  Account
balance.  Outstanding balance of loans means the outstanding amount of all loans
from the Plan and any other plans of the Company.

      9.03 Source of Loans.  Funds for loans from a Participant's
Account  shall be taken  from the  Participant's  Subaccounts  in the  following
order:
            (i)  Nonparticipating  Pre-Tax  Contributions  and earnings thereon;
            (ii) Participating Pre-Tax Contributions and earnings thereon; (iii)
            Rollover  Contributions  and earnings  thereon;  (iv) Vested Company
            Contributions that have been in the Account
                  for two full calendar years after the contribution  year and
                  earnings thereon;


<PAGE>


            (v)   Vested Company Contributions that have been in the Account for
                  less than two full calendar years after the contribution  year
                  and earnings thereon;


<PAGE>



            (vi)  Nonparticipating   After-Tax   Contributions   and  earnings
                  thereon; and

            (vii) Participating After-Tax Contributions and earnings thereon. No
loan shall be made from a Subaccount or a part of a Subaccount  until exhaustion
of the entire balance in the  Subaccount or part of the Subaccount  preceding it
on the above list. Within each Subaccount or part thereof,  funds for loans will
be taken on an average cost basis and pro-rata from each  Investment Fund within
the  Subaccount  or part of the  Subaccount  and such  pro-rata  portion of each
Investment  Fund will be  converted  to cash for the loan  based upon the market
value of the investment on the date of conversion.
      9.04 Interest Rate. The interest rate to be charged on loans
pursuant to this  Article 9 shall be a  reasonable  rate of interest  determined
from time to time by the Plan  Administrator.  In determining such rate the Plan
Administrator  shall seek to  provide to the Plan a rate of return  commensurate
with the interest  rates charged by persons in the business of lending money for
loans  that would be made under  similar  circumstances  on the date the loan is
approved. The interest rate will be fixed for the entire term of the loan.
      9.05 Repayment.  The Participant may select a period of one, two,
three,  four or five years for repayment of a loan,  except that the Participant
may, at his option,  select a longer period of whole years,  not exceeding  ten,
for repayment of a loan for the purpose of purchasing  his principal  residence.
Repayment  shall be made by level  monthly  payments  in such amount as shall be
sufficient  to pay the  principal  and  interest  thereon  over the  period  for
repayment.  Repayment  shall be made by payroll  deductions,  except that in the
case of a Participant who is not on the active payroll,  repayment shall be made
by check or other  similar  means  as the Plan  Administrator  shall  determine.
Prepayment  of a loan in full may be made without  penalty at any time.  Partial
prepayment  of a loan may be made at any time without  penalty by a cash payment
of not less than  $1000.00 or by  additional  repayments  of  principal  made by
payroll  deduction.  The amount of each monthly payment shall be restored to the
Participant's Subaccounts in the same proportion as the loan was taken from such
Subaccounts.  However,  the amount of each such monthly  payment shall be placed
into  Investment  Funds,  except the Company Stock Fund, in accordance  with the
most recent  investment  election  made by the  Participant  with respect to the
Participant's Contributions.
      9.06 Multiple Loans. No more than one loan may be granted to
a  Participant  in a calendar  year  unless all  earlier  loans made in the same
calendar year to the Participant shall have been repaid in full.


<PAGE>



      9.07 Pledge. The Vested Portion of the Participant's Account balance
shall be pledged as security for all loans to the  Participant  pursuant to this
Article 9. The amount  pledged  shall not be greater  than fifty  percent of the
Participant's  Vested  Portion.  If a default  shall occur in the repayment of a
loan,  the entire  unpaid  principal  balance plus accrued  interest if any: (i)
shall  be  charged,   when  the  Participant   becomes  eligible  to  receive  a
distribution,  against that portion of the  Participant's  Vested  Portion which
serves as security for the loan; (ii) shall be deducted, if a distribution is to
made,  from  the  amount  payable  to  the  Participant  or  the   Participant's
Beneficiary;  or (iii)  if  neither  (i) nor (ii)  applies,  shall  continue  to
encumber that portion of the  Participant's  Vested Plan Account balance Portion
that serves as security for the loan.

      9.08 Loan  Reserve.  The amount of each loan to a Participant
shall  be  transferred  from  the  portion  of  the  Trust  Fund  held  for  the
Participant's  Account and  invested  pursuant to Section 5.02 to a special Loan
Reserve  maintained for such Participant's  Account.  Such Loan Reserve shall be
invested  solely in the loan or loans made to the  Participant.  Payments on any
such loan will reduce the Participant's Loan Reserve and shall be reinvested for
the Participant's Account in accordance with Section 9.05.
      9.09  Minimum  Account  Balance.  So long as any
amount of a loan shall remain  outstanding to a Participant,  the  Participant
may not make any withdrawal from his Account
that would reduce the value of his Vested Portion to less than his Loan Reserve.
      9.10  Consent.  No loan shall be made  pursuant  to this  Article 9
without the prior consent of the Participant and the  Participant's  spouse,  if
any, at the time of application for the loan. Such consent shall be required for
(1) the making of the loan from the Participant's  Account and (2) the deduction
of the full outstanding loan balance, including interest and principal, from the
Participant's  Account in the event of default,  as provided in this  Article 9.
Such consent may not be revoked by the Participant or the  Participant's  spouse
after the loan  proceeds are paid to the  Participant.  Such consent shall be in
writing on a form  furnished  by the Company and shall be  witnessed by a Notary
Public. Any renegotiation,  extension, renewal or other revision of a loan shall
also require prior consent by the Participant and the  Participant's  spouse, if
any, in the manner  described  above.  Spousal consent shall not be required for
loans made after March 1, 1994.
      9.11 Other  Terms.  Each loan made  pursuant to this Article 9
shall be evidenced by a promissory note payable to the Trustee. Such loans shall
be upon such  additional  terms and conditions as the Plan  Administrator  shall
determine,  applied in a uniform and  non-discriminatory  manner.  The terms and
conditions of any loan may be adjusted at any time, to the extent  determined by
the Plan  Administrator  to be necessary for compliance  with law or to maintain
the qualification of the Plan under the Code.
                                  ARTICLE 10
                          Administration of the Plan
10.01 Named Fiduciaries and Plan Administrator.  The following persons from time
to time occupying the following  offices of the Company are hereby designated as
Named Fiduciaries:  Chief Executive Officer,  Chief Financial Officer, and Chief
Accounting Officer. The Company may designate other persons who, upon acceptance
of such designation,  shall serve as Named  Fiduciaries  either instead of or in
addition to those named above.  Any such  designation and acceptance shall be in
writing and retained by the Plan Administrator.  The Named Fiduciaries shall act
by majority rule. The Named Fiduciaries shall appoint from among the officers of
the Company a Plan  Administrator who shall serve at the discretion of the Named
Fiduciaries.  The Plan  Administrator  shall serve without  compensation for his
services as such and shall act solely in the  interest of the  Participants  and
their Beneficiaries.
      10.02 Authority of Plan Administrator.  The
Plan Administrator shall have discretionary  authority to control and manage the
operation and  administration  of the Plan; and, without limiting the generality
of the foregoing,  may interpret the Plan,  determine  eligibility  for benefits
under the Plan,  determine  any facts or resolve any  questions  relevant to the
administration of the Plan and, in connection therewith,  may remedy and correct
any  ambiguities,  inconsistencies,  or omissions  in the Plan.  Any such action
taken  by  the  Plan  Administrator  shall  be  conclusive  and  binding  on all
Participants,  Beneficiaries  and  other  persons.  The  Plan  Administrator  is
authorized  to make any  changes  to the Plan that he,  in his sole  discretion,
determines  are  necessary or desirable to carry out the  transition to Vanguard
Fiduciary Trust Company as Trustee,  Recordkeeper and Investment Manager for the
Plan, the addition of new Investment  Funds and the change to daily valuation of
Accounts,  and to make any other  changes to  facilitate  administration  of the
Plan.
      10.03 RReliance  on Reports.  The Named Fiduciaries and
the Plan Administrator shall be entitled to rely upon any opinions,  reports, or
other  advice  which shall be  furnished  by  specialists,  subject to fiduciary
responsibilities imposed by ERISA.
      10.04 Delegation of Authority. With approval of the
Named  Fiduciaries,  the Plan Administrator may designate one or more persons to
exercise any power,  or perform any duty,  of the Plan  Administrator.  Any such
designation  shall be in writing  and signed by the Plan  Administrator  and the
Named Fiduciaries and a copy thereof shall be delivered to the Trustee.
      10.05 Administration Expenses. All expenses arising
in  connection  with the  administration  of the Plan shall be paid by the Plan,
except to the extent that the Company  decides to pay such  expenses  and except
expenses arising from  administration  of TRASOP within the Trust which shall be
paid in accordance with the following paragraph.
      The  expenses  of  administration  of the TRASOP  within  the Trust  shall
include, without limitation,  transfer taxes, postage, brokerage commissions and
other  direct  selling  expenses  incurred  by the Trustee in the sale of Shares
pursuant to Section  13.04,  losses  incurred  by the Trustee on funds  invested
pursuant  to  Section  13.02,  and fees of the  Trustee in  connection  with the
administration  of TRASOP within this Trust,  including  fees for legal services
rendered to the Trustee  (whether or not rendered in connection  with a judicial
or  administrative  proceeding and whether or not incurred while it is acting as
Trustee),  but shall exclude  brokerage  fees and  commissions  for purchases of
Shares pursuant to Section 13.02,  which brokerage fees and commissions shall be
paid  out  of  the  dividends  being  reinvested   thereby.   Such  expenses  of
administration of TRASOP within the Trust shall, to the extent permitted by law,
be paid:


<PAGE>



            first, out of any available income of TRASOP;

            second,  out of any available  dividends  received by the Trustee on
            Shares  allocated to Participants  pursuant to Section 13.02,  which
            dividends  have not then been applied to the purchase of  additional
            Shares pursuant to Section 13.02; and
            third, by the Company.
Provided, however, that in no event shall the amounts paid by the Trustee during
such Plan Year  pursuant  to clauses  "first"  and  "second"  above,  exceed the
smaller of:
      (a) the sum of 10  percent  of the first  $100,000  and 5  percent  of any
amount in excess of $100,000 of the income  from  dividends  paid to the Trustee
with respect to common stock of the Company during such Plan Year; or
      (b)   $100,000.
      10.06 Fiduciary Insurance. The Company may purchase and
carry fiduciary  responsibility  insurance under which each member of the Board,
each Named Fiduciary, the Plan Administrator, or any person to whom there may be
delegated any  responsibility in connection with the administration of the Plan,
including  the  Trustee,  will  be  indemnified  against  any  cost  or  expense
(including counsel's fees) or liability which may be incurred arising out of any
act or  failure  to act in the  administration  of this  Plan,  except for gross
negligence or willful misconduct.
      10.07Claim Review.
            (a) Any  denial by the Plan  Administrator  of a claim for  benefits
under the Plan by a Participant or Beneficiary shall be stated in writing by the
Plan  Administrator  and delivered or mailed to the  Participant  or Beneficiary
within 90 days  following the date on which the claim is filed;  and such notice
shall set forth the  specific  reasons  for the  denial,  written in a plain and
understandable manner,  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.  If special  circumstances  require an  extension of time for
processing the claim,  written notice of an extension  shall be furnished to the
claimant prior to the end of the initial period of 90 days following the date on
which the claim was filed.  Such an extension may not exceed a period of 90 days
beyond the end of the initial period. If the claim has not been granted,  and if
written  notice  of the  denial  of the  claim is not  furnished  within 90 days
following the date on which the claim is filed, the claim shall be deemed denied
for the purpose of proceeding to the claim review procedure.
      (b) Claim Review Procedure. A Participant,  Beneficiary, or the authorized
representative   of  either  shall  have  60  days  after   receipt  of  written
notification  of denial of a claim to  request a review of the  denial by making
written request to the Plan  Administrator.  Within 30 days following receipt of
such requests for review, the Plan Administrator shall review his prior decision
denying  the  claim.  The  Plan   Administrator   shall  give  the  Participant,
Beneficiary, or the authorized representative of either an opportunity to appear
to review pertinent documents,  to submit issues and comments in writing, and to
present evidence supporting the claim.
      Not later than 60 days after  receipt of the request for review,  the Plan
Administrator  shall render and furnish to the claimant a written decision which
shall  include  specific  reasons  for the  decision,  and shall  make  specific
references  to  pertinent  Plan  provisions  on which it is  based.  If  special
circumstances require an extension of time for processing, the decision shall be
rendered as soon as possible,  but not later than 120 days after  receipt of the
request for review,  provided that written  notice and  explanation of the delay
are given to the claimant prior to commencement of the extension.  Such decision
by the Plan Administrator  shall not be subject to further review. If a decision
on review is not furnished to a claimant  within the specified time period,  the
claim shall be deemed to have been denied on review.
      (c)  Exhaustion  of Remedy.  No  claimant  shall  institute  any action or
proceeding  in any  state or  federal  court of law or  equity,  or  before  any
administrative tribunal or arbitrator,  for a claim for benefits under the Plan,
until he or she has first exhausted the procedures set forth in this section.
      10.08 Appointment  of  Trustee.  The Trustee and
any successor thereto shall be appointed by the Board.
      10.09 Limitation  of Liability.  The Company,  the
Board, the Named Fiduciaries, the Plan Administrator,  and any officer, employee
or agent of the Company shall not incur any liability  individually or on behalf
of any other  individuals  or on behalf of the Company for any act or failure to
act,  made in good  faith  in  relation  to the Plan or the  funds of the  Plan.
However,  this  limitation  shall not act to relieve any such  individual or the
Company from a  responsibility  or liability for any  fiduciary  responsibility,
obligation or duty under Part 4, Title I, of ERISA.
                                  ARTICLE 11
                                 Miscellaneous
      11.01 Exclusive Benefit; Amendments. It shall
be impossible  for any part of the corpus or income of the Trust Fund to be used
for  or  diverted  to  purposes   other  than  for  the  exclusive   benefit  of
Participants,  Beneficiaries  and other persons  entitled to benefits  under the
Plan and for  paying the  expenses  of the Plan not paid by the  Company,  or to
deprive any of them of his vested  interest in the Trust Fund.  No person  shall
have any  interest  in, or right to, any part of the Trust Fund except as and to
the extent expressly  provided in the Plan.  Subject to the foregoing,  the Plan
may be  amended,  in whole or in part,  at any time and from time to time by the
Board or pursuant to  authority  granted by the Board and any  amendment  may be
given such retroactive  effect as the Board or its duly authorized  delegate may
determine.
11.02 Termination; Sale of Assets of Subsidiary.
      (a) The Plan may be  terminated or partially  terminated or  contributions
under the Plan may be permanently discontinued for any reason at any time by the
Board.  In the  event  of  termination  or  partial  termination  of the Plan or
permanent  discontinuance  of contributions  under the Plan: (i) no contribution
shall be made thereafter except for a month the last day of which coincides with
or precedes such termination or  discontinuance;  (ii) no distribution  shall be
made except as provided in the Plan; (iii) the rights of all Participants to the
entire  amounts  to the  credit  of  their  Accounts  as of  the  date  of  such
termination or partial  termination or discontinuance  shall become 100% vested;
(iv) no person shall have any right or interest except with respect to the Trust
Fund;  and (v) the Trustee shall continue to act until the Trust Fund shall have
been distributed in accordance with the Plan.
      (b) Upon  termination of the Plan,  Pre-Tax  Contributions,  with earnings
thereon,  shall only be distributed to  Participants  if (i) neither the Company
nor  an  Affiliated  Employer  establishes  or  maintains  a  successor  defined
contribution plan, and (ii) payment is made to the Participants in the form of a
lump sum  distribution  (as defined in Section  402(d)(4)  of the Code,  without
regard to clauses (i) through (iv) of  subparagraph  (A),  subparagraph  (B), or
subparagraph (F) thereof).  For purposes of this paragraph, a "successor defined
contribution plan" is a defined  contribution plan (other than an employee stock
ownership  plan as defined  in  Section  4975(e)(7)  of the Code  ("ESOP")  or a
simplified  employee  pension as defined in Section  408(k) of the Code  ("SEP))
which  exists at the time the Plan is  terminated  or within the 12 month period
beginning on the date all assets are distributed.  However,  in no event shall a
defined  contribution  plan be deemed a successor plan if fewer than two percent
of the employees who are eligible to  participate in the Plan at the time of its
termination   are  or  were  eligible  to  participate   under  another  defined
contribution  plan of the Company or an Affiliated  Employer (other than an ESOP
or a SEP) at any time during the period beginning 12 months before and ending 12
months after the date of the Plan's termination.
      (c) Upon the  disposition  by the  Company  of at least 85  percent of the
assets (within the meaning of Section 409(d)(2) of the Code) used by the Company
in a trade or business or upon the disposition by the Company of its interest in
a  subsidiary  (within the meaning of Section  409(d)(3)  of the Code),  Pre-Tax
Contributions,  with earnings thereon,  may be distributed to those Participants
who continue in employment  with the employer  acquiring such assets or with the
sold  subsidiary,  provided  that (a) the Company  maintains  the Plan after the
disposition,  (b) the  buyer  does  not  adopt  the Plan or  otherwise  become a
participating employer in the Plan and does not accept any transfer of assets or
liabilities  from the Plan to a plan it  maintains in a  transaction  subject to
Section  414(l)(1) of the Code, an (c) payment is made to the Participant in the
form of a lump sum  distribution  (as defined in Section  402(d)(4) of the Code,
without  regard to clauses (i) through (iv) of  subparagraph  (A),  subparagraph
(B), or subparagraph (F) thereof).
      11.03  Beneficiaries.  Upon the  death of a  Participant  his
entire nonforfeitable  accrued benefit under the Plan shall be payable in a lump
sum  to  his  surviving  spouse  unless  there  is no  surviving  spouse  of the
Participant or such surviving  spouse has consented,  in the manner  provided in
this Section  11.03,  to a designation  of a  Beneficiary  or  Beneficiaries  in
addition to or instead of such spouse and such  designation  is in effect at the
time of the  Participant's  death.  Each Participant may designate a Primary and
Contingent  Beneficiary or Beneficiaries to receive the  Participant's  benefits
under the Plan in a lump sum in the event of death of such Participant  prior to
distribution  of  such  benefits,  by  filing  prior  to his  death,  a  written
designation  with the Plan on a form furnished by the Plan  Administrator or his
delegate,  provided that such  designation  shall be effective  only if (1) such
designation is accompanied by the written  consent of the  Participant's  spouse
which  acknowledges the effect on the spouse of the designation and is witnessed
by a Notary Public, or (2) the Participant is not married.  Any such designation
made  by an  unmarried  Participant  shall  become  null  and  void  during  any
subsequent  marriage  (unless  consented to in the manner described above by the
spouse of that  marriage)  and any consent of a spouse shall be  effective  only
with respect to such spouse. If, at the time of a Participant's  death, there is
no surviving  spouse of the  Participant  and no designation of a Beneficiary by
such Participant is in effect, then the Participant's  benefits shall be payable
in a lump sum to his estate or legal representative.  A Participant may revoke a
designation  made  pursuant to this Section 11.03 by signing and filing with the
Plan  Administrator a written  instrument to that effect,  in such manner and on
such conditions as may be prescribed by the Plan  Administrator,  or by filing a
new designation  pursuant to this Section 11.03.  The consent of a Participant's
spouse may not be revoked, but such spouse's consent shall be required for every
designation of a Beneficiary other than the  Participant's  spouse and for every
change in any such  designation.  The  requirement  for  spousal  consent may be
waived by the Plan  Administrator  if he  believes  there is no  spouse,  or the
spouse  cannot be  located,  or because of such  other  circumstances  as may be
established by applicable law.
      11.04 Assignment of Benefits.
      (a) No  Participant  or  Beneficiary  shall  have  the  right  to  assign,
transfer, alienate, pledge, encumber or subject to lien any benefits to which he
is entitled  under the Plan, and benefits under the Plan shall not be subject to
adverse  legal  process of any kind,  except that nothing in this Section  shall
preclude  payment of Plan benefits  pursuant to a qualified  domestic  relations
order as defined in Section 414(p) of the Code and Section 206(d) of ERISA.  The
Plan  Administrator  shall  establish  a  written  procedure  to  determine  the
qualified status of domestic  relations  orders and to administer  distributions
under such qualified orders.
      (b) Notwithstanding anything herein to the contrary, if the amount payable
to the alternate payee under the qualified domestic relations order is $3,500 or
less, such amount shall be paid in one lump sum as soon as practicable following
the  qualification of the order. If the amount exceeds $3,500, it may be paid as
soon as practicable  following the  qualification  of the order if the alternate
payee consents  thereto;  otherwise it may not be payable before the earliest of
(i) the Participant's termination of employment, (ii) the time such amount could
be withdrawn under Article 7 or (iii) the Participant's attainment of age 50.
      11.05  Merger.  The Plan may not be merged or consolidated  with, or
its assets or  liabilities  may not be transferred to any other plan unless each
person  entitled to benefits  under the Plan would,  if the resulting  plan were
then  terminated,  receive  immediately  after the merger or  consolidation,  or
transfer of assets or  liabilities,  a benefit which is equal to or greater than
the  benefit  he would have been  entitled  to  receive  immediately  before the
merger, consolidation or transfer if the Plan had then terminated.
11.06  Conditions  of Employment  Not Affected by Plan.  The  establishment  and
maintenance  of the Plan shall not confer any legal  rights upon any Employee or
other person for a continuation  of employment,  nor shall it interfere with the
rights of the Company to discharge any Employee and to treat him without  regard
to the effect  which that  treatment  might  have upon him as a  Participant  or
potential Participant of the Plan.
      11.07 Facility of  Payment. If the Plan Administrator
shall find that a Participant or other person entitled to a benefit is unable to
care for his  affairs  because of illness or  accident  or is a minor,  the Plan
Administrator  may direct that any benefit due him, unless claim shall have been
made for the benefit by a duly appointed  legal  representative,  be paid to his
spouse,  a child, a parent or other blood relative,  or to a person with whom he
resides. Any payment so made shall be a complete discharge of the liabilities of
the Plan for that benefit.
      11.08  IInformation.  Each  Participant,  Beneficiary  or  other
person  entitled to a benefit,  before any benefit shall be payable to him or on
his  account  under  the  Plan,  shall  file  with  the Plan  Administrator  the
information  that the Plan  Administrator  shall require to establish his rights
and benefits under the Plan.
11.09 Additional Participating Employers.
      (a) If any company is or becomes a subsidiary  of or  associated  with the
Company,  the Board may include the  employees of that  subsidiary or associated
company in the participation of the Plan upon appropriate action by that company
necessary to adopt the Plan. In that event,  or if any persons become  Employees
of the  Company  as the  result of merger or  consolidation  or as the result of
acquisition  of all or part of the assets or  business of another  company,  the
Board  shall  determine  to what  extent,  if any,  previous  service  with  the
subsidiary,  associated or other company shall be recognized under the Plan, but
subject to the continued  qualification  of the trust for the Plan as tax-exempt
under the Code.
      (b) Any subsidiary or associated  company may terminate its  participation
in the Plan upon  appropriate  action by it. In that event the funds of the Plan
held on account of  Participants  in the employ of that company,  and any unpaid
balances of the Account of all  Participants  who have separated from the employ
of that  company,  shall be determined  by the Plan  Administrator.  Those funds
shall be  distributed  as  provided  in  Section  11.02 if the  Plan  should  be
terminated,  or shall be segregated by the Trustee as a separate trust, pursuant
to certification to the Trustee by the Plan  Administrator,  continuing the Plan
as a separate  plan for the  employees of that company  under which the board of
directors  of that  company  shall  succeed  to all the powers and duties of the
Board,   including  the   appointment   of  the  Named   Fiduciaries   and  Plan
Administrator.
      11.10IRS  Determination.  All contributions made to the
Trust Fund after  December 31, 1984,  and all loans made  pursuant to Article 9,
which are made prior to the receipt by the Company of a  determination  from the
Internal Revenue Service to the effect that the Plan, as amended, is a qualified
plan under  Sections  401(a) and 401(k) of the Code or the refusal of the IRS in
writing to issue such a  determination,  shall be made on the express  condition
that such  determination is received.  In the event the Internal Revenue Service
determines  that the Plan is not so qualified or refuses in writing to make such
determination,  such  contributions,  increased  by any  earnings  thereon,  and
reduced by any losses  thereon and by the  outstanding  balance  (principal  and
interest)  on any loans made under  Article 9, shall be  returned to the Company
and  Participants,  as  appropriate,  as  promptly  as  practicable  after  such
determination.  In the event the Internal Revenue Service requires reductions in
such contributions and/or changes in the terms and conditions of such loans as a
condition  of its  determination  that the Plan is so  qualified,  the  required
reductions in contributions, increased by any earnings and reduced by any losses
attributable  thereto,  shall be returned to the  Company and  Participants,  as
appropriate, and/or the amounts and terms and conditions of any such outstanding
loans  shall be modified  to meet  Internal  Revenue  Service  requirements,  as
promptly as practicable after notification from the Internal Revenue Service. If
all or part of the  Company's  deductions  under  Section  404 of the  Code  for
Company  Contributions  to the  Plan  are  disallowed  by the  Internal  Revenue
Service,  the portion of the  Company  Contributions  to which the  disallowance
applies shall be returned to the Company without earnings  thereon,  but reduced
by any losses  attributable  thereto.  The return  shall be made within one year
after the denial of qualification or disallowance of deduction,  as the case may
be.
      11.11 Mistaken  Contributions. Any contribution made
by mistake of fact shall be returnable, without any earnings thereon but reduced
by any losses  attributable  thereto,  to the Company  and/or  Participants,  as
appropriate within one year after the payment of the contribution.
      11.12   PrPrevention   of  Escheat.   If  the  Plan
Administrator  cannot  ascertain the whereabouts of any person to whom a payment
is due under the Plan, the Plan  Administrator  may, no earlier than three years
from the date such payment is due,  mail a notice of such due and owing  payment
to the last known address of such person, as shown on the records of the Plan or
Company.  If such person has not made written claim therefor within three months
of the date of the mailing, the Plan Administrator may, if he so elects and upon
receiving  advice from  counsel to the Plan,  direct  that such  payment and all
remaining  payments  otherwise due such person be canceled on the records of the
Plan and the amount thereof applied to reduce the  contributions of the Company.
Upon such  cancellation,  the Plan and the Trust shall have no further liability
therefor except that, in the event such person or his beneficiary later notifies
the Plan  Administrator  of his whereabouts and requests the payment or payments
due to him  under  the  Plan,  the  amount  so  applied  shall be paid to him in
accordance with the provisions of the Plan.
      11.13 Limitations  Imposed on
Insider  Participants.  Notwithstanding  any other  provision of the Plan to the
contrary,  an Insider  Participant's right to direct investments under the Plan,
and his right to  withdrawals  and loans under Articles 7 and 9 shall be subject
to such limitations and restrictions as may be imposed by the Plan Administrator
from time to time to comply with the  conditions  for the employee  benefit plan
exemptions to the  short-swing  trading  liability rules of Section 16(b) of the
Securities Exchange Act of 1934.
      11.14Construction. The Plan shall be construed, regulated and
administered  under  ERISA and the laws of the State of New York,  except  where
ERISA controls.
                                  ARTICLE 12
                             Top-Heavy Provisions
      12.01   Application   of  Top-Heavy
Provisions. For any Plan Year beginning on or after January 1, 1984 in which the
Plan shall on the last day of such Plan Year  ("Determination  Date"), be either
(i) a  Top-Heavy  Plan or  (ii) a part of a  "required  aggregation  group"  (as
defined in Section  12.03)  that is a  Top-Heavy  Group and not also a part of a
"permissive  aggregation  group" (as  defined in  Section  12.03)  that is not a
Top-Heavy Group, the provisions of Article 12 shall apply,  notwithstanding  any
other conflicting provisions of the Plan.
12.02Minimum  Benefit  for  Top-Heavy  Year.  For any Plan Year for  which  this
     Article 12 is applicable, each Participant,  who is employed by the Company
     on the last day of such year and who is not a Key  Employee,  shall  accrue
     the Minimum  Benefit for Top-Heavy year provided under  paragraph 22 of the
     Consolidated Edison Retirement Plan for Management Employees.  For purposes
     of this Article 12, "Key Employee" means an employee who is in the category
     of employees  determined  in  accordance  with the  provisions  of Sections
     416(i)(l)  and (5) of the Code and any  regulations  thereunder,  and where
     applicable,  on the basis of the Employee's Statutory Compensation from the
     Company or an Affiliated Employer.
      12.03 Aggregation Groups.
      (a)  Notwithstanding  anything to the contrary herein, this Plan shall not
be a Top-Heavy Plan if it is part of either a "required  aggregation group" or a
"permissive aggregation group" that is not a Top-Heavy Group.
      (b)   The "required aggregation group" consists of:
            (i)   each Defined  Contribution  Plan or Defined  Benefit Plan in
                  which at least one Key Employee participates; and
            (ii)  each other Defined  Contribution  Plan or Defined Benefit Plan
                  which enables a plan referred to in the preceding subparagraph
                  (i) to meet  the  nondiscrimination  requirements  of  Section
                  401(a)(4) or 410 of the Code.
      (c) A "permissive aggregation group" consists of the plans included in the
"required  aggregation  group" plus any one or more other  Defined  Contribution
Plans or  Defined  Benefit  Plans  which,  when  considered  as a group with the
"required  aggregation  group",  would  continue  to meet the  nondiscrimination
requirements of Section 401(a)(4) and 410 of the Code.
      12.04 Special Benefit Limits. For any Plan Year for
which this Article 12 is applicable  the  definitions  of "Defined  Benefit Plan
Fraction" and "Defined  Contribution  Plan  Fraction" in Sections 1.20 and 1.22,
respectively, shall be modified in each case by substituting "1.0" for "1.25".
      12.05  Special  Distribution  Rule.  For  any
Plan Year for which  this  Article 12 is  applicable,  Section  7.08(a)  shall
apply to Key Employees.
                                  ARTICLE 13
                    Tax Reduction Act Stock Ownership Plan
      13.01  Purpose; Separate Entity.
      (a)   TRASOP,  which is a stock bonus plan established under the Act, is
intended to give eligible  participants an equity interest in the Company and to
encourage  them to remain in the employ of the  Company.  TRASOP is  designed to
invest   primarily  in  Shares.   Applicable  laws  do  not  permit   additional
contributions to TRASOP by the Company or by Employees,  but the Company desires
to  continue  the  TRASOP  Accounts  of   Participants   having  such  accounts.
Accordingly,  effective as of July 1, 1988, all TRASOP Accounts were transferred
to this Plan, and all TRASOP  provisions  which  continue to be applicable  were
added to this Plan and shall,  together with other applicable provisions of this
Plan, govern TRASOP Accounts.
      (b)  Accounts  and  TRASOP  Accounts  shall  be  administered  separately,
although  they shall be held as part of the same Trust  Fund.  There shall be no
transfers between TRASOP Accounts and Accounts and Sub-Accounts.
      (c) All matters  relating to TRASOP which relate to or arise out of facts,
circumstances  or conditions in effect prior to July 1, 1988,  shall be governed
by the  provisions  of TRASOP as in effect on June 30, 1988 prior to the merger,
unless expressly otherwise provided in this Plan.
13.02 TRASOP Accounts; Application of Dividends.
      (a) The TRASOP  Account of each  Participant in TRASOP who remained in the
employ of the Company on July 1, 1988 was  transferred to this Plan effective as
of July 1, 1988. Each such  Participant  shall continue to have a nonforfeitable
right to all Shares  allocated  and all amounts  credited to such  Participant's
TRASOP Account.
      (b) All dividends received by the Trustee with respect to Shares allocated
to the TRASOP  Accounts  of  Participants  shall be applied to the  purchase  of
additional  Shares.  Such purchases  shall be made promptly after the receipt of
each such dividend. The Trustee shall purchase, in one or more transactions, the
maximum number of whole Shares obtainable at then prevailing  prices,  including
brokerage  commissions and other reasonable expenses incurred in connection with
such  purchases.  Such  purchases may be made on any  securities  exchange where
Shares  are  traded,   in  the   over-the-counter   market,   or  in  negotiated
transactions,  and may be on such terms as to price,  delivery and  otherwise as
the Trustee may  determine to be in the best interest of the  Participants.  The
Trustee shall complete such purchases as soon as practical after receipt of such
dividends,  having due regard for any applicable  requirements  of law affecting
the timing or manner of such purchases. The additional Shares so purchased shall
be  allocated  among the  respective  TRASOP  Accounts  of the  Participants  in
proportion to the number of Shares in each TRASOP Account at the record date for
the  payment  of the  dividend  so  applied.  Such  allocation  shall be made as
promptly as practicable  but for purposes of determining  the time at which such
additional  Shares shall become  distributable  pursuant to Section  13.04,  the
additional  Shares so allocated to each  Participant's  TRASOP  Account shall be
deemed to have  been  allocated  as of the  respective  allocation  dates of the
Shares in such TRASOP  Account at such record date,  in proportion to the number
of such Shares previously allocated as of each such allocation date.


<PAGE>


13.03 Voting Rights; Options; Rights; Warrants.

      (a) Each  Participant  shall be  entitled  to direct the Trustee as to the
manner in which any Shares or fractional  Shares allocated to the  Participant's
TRASOP Account are to be voted.
      (b) In the event that any option,  right,  or warrant  shall be granted or
issued with respect to any Shares allocated to the Participant's TRASOP Account,
each  Participant  shall be entitled to direct the Trustee  whether to exercise,
sell, or deal with such option, right, or warrant.
      (c)  The  Trustee  shall  keep  confidential  the   Participant's   voting
instructions  and  instructions  as to any  option,  right  or  warrant  and any
information regarding a Participant's purchases, holdings and sales of Shares.
      13.04  Distribution of Shares.
      A.    Each Share  allocated to a  Participant's  TRASOP Account shall be
available for distribution to such Participant promptly after the earlier of (i)
the end of the 84th  month  beginning  after the month in which  such  Share was
allocated to such Participant's TRASOP Account,  and (ii) the death,  disability
or termination of employment of such  Participant.  No Shares may be distributed
from a TRASOP Account before the end of the 84th month beginning after the month
in which  Shares were  allocated  to the TRASOP  Account,  except in the case of
termination of  employment,  death or  disability,  and in accordance  with this
Section 13.04.
      B. Each Share which shall become  distributable to a Participant by reason
of clause A.(i) above is herein called, from the time such Share shall become so
distributable,  an "Unrestricted  Share".  Notwithstanding the provisions of the
aforesaid clause A.(i), Unrestricted Shares shall be distributed to Participants
as follows:


<PAGE>



            (a)   From  time to  time,  a  Participant  may  request,  in such
                  manner and on such  conditions  as may be  prescribed by the
                  Company,  that Unrestricted Shares held in the Participant's
                  TRASOP Account be distributed  to the  Participant.  If such
                  Participant  is  married,   the  written  application  shall
                  include   written  consent  of  the   Participant's   spouse
                  witnessed by a Notary Public.  Spousal  consent shall not be
                  required  with  respect to  withdrawal  requests  made on or
                  after March 1, 1994.  Applications  made in a calendar month
                  shall  be  effective  as of the  last  day of such  calendar
                  month.  Any such  request  must be for whole Shares only and
                  must be for at  least  ten  Shares  or the  number  of whole
                  Unrestricted  Shares in the  TRASOP  Account,  whichever  is
                  less.

            (b)   Certificates for  Unrestricted  Shares requested in accordance
                  with the preceding  paragraph  B(a) shall be  delivered,  or a
                  cash  distribution in respect of such  Unrestricted  Shares if
                  elected by the  Participant  pursuant to Section  13.04D below
                  shall be made, to the Participant as soon as practicable after
                  the effective date of the application.
            (c)   Any  Unrestricted  Share which shall become  distributable  by
                  reason of any  provision  of this Plan other than clause A.(i)
                  above   (including,   without   limitation,    provision   for
                  distribution  upon the death,  disability  or  termination  of
                  employment  of  the  Participant)   shall  be  distributed  in
                  accordance with such provision.


<PAGE>



      C. In the case of death of a  Participant,  distributions  in  respect  of
Shares  allocated  to the  Participant's  TRASOP  Account  shall  be made to the
Participant's  Beneficiary.   In  the  case  of  disability  or  termination  of
employment with the Company of a Participant, distributions in respect of Shares
allocated to the Participant's TRASOP Account shall be made to the Participant.

            All distributions  under TRASOP will begin,  subject to Section 7.08
and Subsection 13.04.F,  not later than the 60th day after the close of the Plan
Year in which the latest of the following  events  occurs:  (1) the  Participant
attains age 65, (2) the 10th  anniversary  of the year in which the  Participant
commenced participation in TRASOP, or (3) the Participant becomes disabled, dies
or terminates service with the Company.
      D. All distributions from a Participant's  TRASOP Account shall be made in
Shares;  provided,  however,  that a Participant or  Beneficiary  shall have the
right to elect, on a form furnished by and submitted to the Company,  to receive
a distribution,  other than a distribution  upon termination of TRASOP, in cash.
Except in the case of a final  distribution from a Participant's  TRASOP Account
and a distribution of the Participant's entire TRASOP Account balance after such
time as all Shares in a  Participant's  TRASOP Account have become  Unrestricted
Shares,  all distributions  from such TRASOP Account shall be made in respect of
whole Shares only,  and any  fractional  Share which is otherwise  distributable
shall be retained in such TRASOP  Account until it can be combined,  in whole or
in  part,  with  another  fractional  Share  which  shall  subsequently   become
distributable,  so as  to  make  up a  whole  Share.  In  the  case  of a  final
distribution  from a Participant's  TRASOP Account  (except a distribution  upon
termination  of TRASOP) or in the case of a  distribution  of the  Participant's
entire  TRASOP  Account  balance  after  such  time as all of the  Shares in the
Participant's  TRASOP Account have become Unrestricted Shares, such distribution
shall be made in respect of the number of whole  Shares  then  remaining  in the
Participant's  TRASOP  Account,  together  with a cash payment in respect of any
fractional  Share based on the  closing  price of a Share as reported on the New
York  Stock  Exchange  consolidated  tape on the last  trading  day of the month
immediately  preceding the month in which such final  distribution  is made. The
Trustee,  in each such  case,  shall  purchase  such  fractional  Share from the
Participant at a price equal to the cash payment to be made to the  Participant.
Whenever the Trustee requires funds for the purchase of fractional Shares,  such
funds  shall be drawn  from the  accumulated  income of the Trust,  if any,  and
otherwise shall be advanced by the Company upon the Trustee's  request,  subject
to  reimbursement  from future  income of the Trust.  All  fractional  Shares so
purchased  by the  Trustee  shall be  allocated  to the TRASOP  Accounts  of the
remaining  Participants  at such  intervals as shall be  determined  by the Plan
Administrator,  but no later than the end of the next  succeeding Plan Year. The
Trustee shall sell any Shares in respect of which a cash  distribution  is to be
made.  The Trustee may make such sales on any  securities  exchange where Shares
are traded, in the over-the-counter market, or in negotiated transactions.  Such
sales may be on such terms as to price,  delivery  and  otherwise as the Trustee
may determine to be in the best interests of the Participants. The Trustee shall
complete  such sales as soon as  practical  under the  circumstances  having due
regard for any applicable  requirements of law affecting the timing or manner of
such sales. All brokerage commissions and other direct selling expenses incurred
by the Trustee in the sale of Shares under this Subsection  13.04D shall be paid
as provided in Section 10.05.


<PAGE>



      E. Upon any  termination of TRASOP  pursuant to Section  11.02,  the Trust
shall  continue  until all Shares  which have been  allocated  to  Participants'
TRASOP  Accounts have been  distributed  to the  Participants,  unless the Board
directs an earlier  termination  of the Trust.  Upon the final  distribution  of
Shares,  or at  such  earlier  time  as the  Board  shall  have  fixed  for  the
termination  of the Trust,  the Plan  Administrator  shall direct the Trustee to
allocate  to the  Participants  any Shares  then held by the Trustee and not yet
allocated, and the Trustee shall distribute to the Participants any whole Shares
which  have been  allocated  to their  TRASOP  Accounts  but which have not been
distributed, shall sell all fractional Shares and distribute the proceeds to the
respective  Participants entitled to such fractional Shares, shall liquidate any
remaining  assets  (other than  Shares)  held by the Trust,  and shall apply the
proceeds of such  liquidation and any remaining  funds held by the Trustee,  the
disposition  of which is not otherwise  provided for, to a  distribution  to all
Participants then receiving a final distribution of Shares, in proportion to the
whole and  fractional  Shares to which  each is  entitled;  and the Trust  shall
thereupon terminate.



<PAGE>



      F.    Notwithstanding  any  other  provision  of  this  Plan,  unless  a
Participant otherwise elects in writing on a form furnished by the Company:

            (a)   Distribution of a Participant's  TRASOP Account balance will
                                          commence  not  later  than  one  (1)
                                          year  after  the  close  of the Plan
                                          Year -                  (i)   in
                                          which  the  Participant   terminates
                                          employment   with  the   Company  by
                                          reason of  Retirement  upon or after
                                          attainment   of  Normal   Retirement
                                          Age, death, or disability, or
                  (ii)  which is the fifth Plan Year  following the Plan Year in
                        which the  Participant  terminates  employment  with the
                        Company for any other reason, and the Participant is not
                        reemployed by the Company before such Plan Year.
                                      AND
            (b) Distribution of the Participant's TRASOP Account balance will be
in five (5) annual  distributions  as promptly as  practicable  after the end of
each Plan Year;  provided,  however,  that a TRASOP Account  balance that equals
$3500  or  less  shall  be  distributed  in a  single  distribution  as  soon as
practicable,  but not  later  than 60 days  after  the close of the Plan Year in
which the  Participant's  termination  of  employment  occurs.  Each such annual
distribution  shall be in respect of the number of Shares,  rounded  down to the
nearest  number of whole  Shares,  which most  closely  approximates  the entire
balance in the  Participant's  TRASOP  Account as of December 31 of the previous
year  divided by the number of annual  distributions  remaining to be made under
this subsection, except that the fifth such distribution shall be respect of the
entire balance in the Participant's  TRASOP Account as of the preceding December
31. Each such annual  distribution shall be taken pro rata from all contribution
years in Participant's TRASOP Account.
      G. A Participant whose employment with the Company is terminated by reason
of  Retirement,  disability  or any other reason (other than death) may elect in
such a manner and on such conditions as may be prescribed by the Company to have
his TRASOP Account balance distributed in one of the following forms:
            (i)   a single lump sum distribution as soon as practicable, but not
                  later than 60 days after the end of the Calendar Year in which
                  the Participant's termination of employment occurs; or
             (ii) a distribution deferred until the last day of a calendar month
                  not later  than the  calendar  month in which the  Participant
                  attains age 70, as  designated  by the  Participant,  in which
                  event the  distribution  of the  Participant's  TRASOP Account
                  balance as of the last day of the calendar month so designated
                  by the Participant  shall be made in a single lump sum as soon
                  as practicable after such calendar month.


<PAGE>

13.05 Diversification of TRASOP Accounts.
      A.    Definitions
      The following terms shall have the following meanings for purposes of this
Section 13.05:
            (a)   "Qualified  Participant"  shall mean a  Participant  who has a
                  TRASOP  Account and has attained at least age 55 and completed
                  at least 10 years of participation in TRASOP.
            (b)   "Qualified  Election  Period" shall mean the first ninety (90)
                  days following the end of Plan Year 1987 and of each Plan Year
                  thereafter.
            (c)   "Eligible  Shares" shall mean Shares added to a  Participant's
                  TRASOP Account after December 31, 1986.
            (d)   "Diversifiable  Amount" shall, with respect to any Qualified
                  Election  Period,  mean  twenty-five  percent  (25%)  of the
                  number  of  Eligible  Shares  in  the  Participant's  TRASOP
                  Account as of the end of the preceding  Plan Year.  However,
                  if the  Diversifiable  Amount  for  any  Qualified  Election
                  Period  shall have a value which may be deemed "de  minimis"
                  under  regulations  issued by the  Secretary  of the  United
                  States  Department of the  Treasury,  then there shall be no
                  Diversifiable  Amount available for such Qualified  Election
                  Period.


<PAGE>



      B.    Eligibility for Diversification

      Each Qualified  Participant  shall,  beginning with the Qualified Election
Period in 1988, have the right to elect to diversify, by means of a distribution
of whole Eligible Shares only, all or some portion of the  Diversifiable  Amount
in his TRASOP Account during each of the six (6) consecutive  Qualified Election
Periods  following  the 1987  Plan Year or the  later  Plan  Year in which  such
Participant  first  became a Qualified  Participant,  provided,  however,  that,
notwithstanding  subsection  13.05.A.(d),  the Diversifiable Amount in the sixth
Qualified Election Period for each Qualified  Participant shall be fifty percent
(50%) of the number of  Eligible  Shares in his TRASOP  Account as to the end of
the preceding Plan Year. A distribution pursuant to this Article 13.05 must be a
minimum of ten (10) Shares,  or all Whole Shares  comprising  the  Diversifiable
Amount  for such  Qualified  Election  Period  if less than 10.  Each  Qualified
Participant  who  desires to elect  diversification  under this  Section  shall,
during the Qualified  Election  Period,  complete and execute a  diversification
election and consent form provided by the Company.  Such election may be revoked
or  modified or a new  election  may be made in its stead  within the  Qualified
Election Period, upon the expiration of which the diversification election shall
be irrevocable.



      Diversification Procedure

            (i)   TRASOP  shall,  within  the 90  day  period  following  each
                  Qualified  Election  Period,  distribute  to each  Qualified
                  Participant   who  has  elected  to  diversify   under  this
                  Section,  the  number of whole  Eligible  Shares  which most
                  closely  approximates,  but does not  exceed,  the number of
                  Eligible  Shares duly elected to be diversified by each such
                  Qualified  Participant.  Failure by a Qualified  Participant
                  to  provide   required   consents  to  distribution  of  any
                  Diversifiable   Amount,   shall   relieve   TRASOP   of  all
                  obligation to make any such distribution.



            (ii)  To the extent a  Qualified  Participant  has  Eligible  Shares
                  which are  Unrestricted  Shares in his  TRASOP  Account,  such
                  Unrestricted  Shares  shall be  distributed  pursuant  to this
                  Section 13.05.  Only upon exhaustion of all such  Unrestricted
                  Shares may  additional  Eligible  Shares  then be  distributed
                  hereunder.