EXHIBIT (10.32)






       CPI. Corp 1998 Employee Profit Sharing Plan and Trust






































                             30

<PAGE>





















                           CPI  CORP.

          EMPLOYEES  PROFIT  SHARING  PLAN  AND  TRUST

      (As Amended and Restated Effective January 1, 1998)




























<PAGE>


<PAGE NUMBERS REFER TO PAPER DOCUMENT)
<TABLE>
                       TABLE  OF  CONTENTS
<CAPTION>
ARTICLE                                                    Page
<S>                                                         <C>

I     NAME, PURPOSE AND DEFINITIONS .......................  3 

II    SERVICE .............................................  7 

III   PLAN  PARTICIPATION ................................. 10 

IV    CONTRIBUTIONS ....................................... 11 

V     ALLOCATIONS AND ACCOUNTS ............................ 20 

VI    VALUATION OF ACCOUNTS ............................... 23 

VII   ENTITLEMENT TO BENEFITS ............................. 24 

VIII  DISTRIBUTION OF BENEFITS ............................ 25 

IX    SPENDTHRIFT TRUST AND QUALIFIED DOMESTIC 
      RELATIONS ORDERS .................................... 33 

X     ADMINISTRATION ...................................... 35 

XI    THE TRUSTEE ......................................... 37 

XII   INVESTMENTS ......................................... 41 

XIII  GENERAL PROVISIONS REGARDING FIDUCIARIES ............ 44 

XIV   AMENDMENT AND TERMINATION ........................... 46 

XV    MERGER, DISSOLUTION AND ADOPTION .................... 47 

XVI   MISCELLANEOUS PROVISIONS ............................ 47 

XVII  ROLLOVERS AND TRANSFERS ............................. 48 

XVIII TOP-HEAVY PROVISIONS ................................ 49 

XIX   SPECIAL PROVISIONS FOR 1997 TENDER OFFER ............ 51 

XIX   DIRECTED TRUSTEE .................................... 51 

XXI   SPECIAL EFFECTIVE DATES ............................. 52 
</TABLE>

                              2
<PAGE>


                           CPI  CORP.

           EMPLOYEES  PROFIT  SHARING  PLAN  AND  TRUST

       (As Amended and Restated Effective January 1, 1998)

     Effective as of September 9, 1980, CPI Corp., a Delaware
corporation (hereinafter referred to as the "Company"),
established a profit sharing plan and trust which was there-
after amended and restated and thereafter further amended.

     The Company now deems it advisable to make certain further
amendments to that plan and trust effective as of January 1,
1998, except as otherwise provided in Article XXI or elsewhere in
this document, and to restate the plan and trust in its entirety
by the adoption of this document.

                           ARTICLE  I

                NAME,  PURPOSE  AND  DEFINITIONS

     Section 1.1. Name.  This Plan and Trust shall be known as
the "CPI Corp. Employees Profit Sharing Plan and Trust."

     Section 1.2. Purpose.  The Company has established this Plan
and Trust to encourage its Employees to continue in its employ,
to induce desirable persons to enter its employ in the
future, to permit its Employees to accumulate tax-deferred
savings for their own retirement, and to give its Employees a
definite interest in the successful operation of the Company's
business by permitting them to share in its profits and to
acquire a proprietary interest in the Company.  Consequently, the
Company's contributions to the Plan shall be made in Qualifying
Employer Securities which, unless otherwise directed by the
Company, shall be retained in the Plan and Trust unless and until
distributed in accordance with the terms hereof.  The Plan is
intended to meet the requirements of the Internal Revenue Code of
1986 and the Employee Retirement Income Security Act of 1974 (as
both may be amended from time to time) and to comply fully with
the requirements of these laws in effect.

     Section 1.3. Definitions.  Whenever used herein, the
following words and phrases shall have the meanings ascribed to
them in this Section, unless otherwise specifically defined or
unless the context clearly otherwise requires:

          (a) Accrued Benefit: The total amount credited to one
     or more accounts maintained for a Participant or
     Beneficiary.



<PAGE>


          (b) Active Participant: Any Employee of the Company
     who has satisfied the eligibility requirements of the
     Plan.  An Employee will cease to be an Active Participant
     in the Plan if he ceases to be an Employee of the Company
     or if he becomes covered by a collective bargaining agree-
     ment to which the Company is a party or by which it is
     bound and with respect to which retirement benefits were
     the subject of good faith bargaining.

          (c) Affiliate: Any corporation which, together with
     CPI Corp., is a member of a controlled group of corpor-
     tions, as defined in Section 414(b) of the Code; any
     trade or business (whether or not incorporated) which,
     together with CPI 

                              3

     Corp., is a member of a group of trades or businesses
     under common control, as defined in Section 414(c) of the
     Code; any corporation, partnership or other organization
     which, together with CPI Corp., is a member of an
     affiliated service group, as defined in Section 414(m) of
     the Code; and any other corporation, partnership or other
     organization required to be aggregated with CPI Corp.
     pursuant to Regulations under Section 414(o) of the Code.

          (d) After-tax Contribution Account: The account main-
     tained for a Participant to record his voluntary aftertax
     contributions made to the Trust pursuant to paragraph (a) 
     of Section 4.1, and adjustments relating thereto.

          (e) Beneficiary: The person or persons who, by the
     terms of this Plan and Trust, may become entitled to a
     benefit hereunder in case of the death of a Participant.

          (f) Code: The Internal Revenue Code of 1986, as
     amended from time to time.

          (g) Company: CPI Corp. together with any Affiliate
     of, or successor to CPI Corp. (or any Affiliate thereof),
     which shall adopt and assume the obligations of this Plan
     and Trust.  However, if another Company has adopted the
     Plan and Trust, the term "Company," for purposes of the
     provisions of this Plan relating to its management and
     administration, shall refer only to CPI Corp.

          (h) Company Contribution Account: The account
     maintained for a Participant to record his share of
     matching Company contributions made to the Trust pursuant
     to Section 4.2, and adjustments relating thereto.


<PAGE>


          (i) Compensation: Subject to the provisions of
     subparagraphs (i), (ii) and (iii) below, all of the
     Compensation (as that term is defined in Section 415(c)(3)
     of the Code and the Regulations thereunder) paid to an
     Employee by the Employer in a Plan Year, including,
     without limitation, salary, wages, commissions, tips,
     bonuses, overtime pay and other items of taxable
     remuneration.

              (i) For purposes of Section 4.1 and Section 4.2,  
          Compensation shall consist of only salary, wages, 
          commissions and amounts included under subparagraph 
          (ii).

              (ii) Compensation shall also include amounts 
          contributed on behalf of an Employee pursuant to a
          salary reduction agreement to this Plan or to any
          other cash or deferred arrangement under Section
          401(k) of the Code, simplified employee pension under
          Section 408(k) of the Code, tax sheltered annuity
          under Section 403(b) of the Code, and/or cafeteria
          plan under Section 125 of the Code.  Except as
          provided in the preceding sentence, all contributions
          to this Trust and any contribution or payment
          to any other trust, fund or plan providing retire-
          ment, pension, profit sharing, health, welfare,
          death, insurance or similar benefits shall not be
          included in Compensation.

              (iii) The Compensation of any Participant taken
          into account under the Plan for any Plan Year shall
          not exceed $150,000 (as indexed for cost of living
          adjustments provided for under the Code) (the "Annual
          Maximum").  

                              4

          (j) Effective Date: The Effective Date of this
     amended and restated Plan and Trust is January 1, 1998;
     however, certain provisions of the Plan and Trust shall be
     effective as of such other dates as are specified in
     Article XXI and in other sections of the Plan.  The
     provisions of this Plan and Trust shall only apply to an
     Employee who terminates employment on or after the
     Effective Date.  Except as otherwise expressly provided
     herein, the rights and benefits, if any, of a former 
     Employee shall be determined under the provisions of the
     Prior Plan in effect on the date his employment
     terminated.



<PAGE>


          (k) Employee: Any person employed by the Employer. In
     addition, a person (a "Leased Employee") who is not an
     Employee under the preceding sentence but who provides
     services to the Employer, shall, except to the extent
     otherwise provided in the Regulations, be considered an
     Employee with respect to such services if: (i) The
     services are provided pursuant to an agreement between the
     Employer and any other person or entity (the "Leasing
     Organization"); (ii) such Leased Employee has performed
     services for the Employer (or for the Employer and related
     persons as defined in Section 144(a)(3) of the Code) on a
     substantially full-time basis for a period of at least 1
     year; and (iii) such services are performed under the
     primary direction or control of the Employer.  However, a
     Leased Employee shall not be considered an Employee if:
     (i) He is covered by a money purchase pension plan main-
     tained by the Leasing Organization which has a
     nonintegrated employer contribution rate of at least 10%
     of compensation (including amounts contributed on behalf
     of the Leased Employee pursuant to a salary reduction
     agreement to one or more plans under Section 401(k),
     Section 408(k), Section 403(b) and/or Section 125 of the
     Code), full and immediate vesting, and each employee of
     the Leasing Organization immediately participates in such
     plan (except those who perform substantially all of their
     service for the Leasing Organization and those whose
     compensation from the Leasing Organization for each year
     during the 4-year period ending with the Plan Year is less
     than $1,000); and (ii) Leased Employees do not constitute
     more than 20% of the Employer's nonhighly compensated work
     force, as defined in Section 414(n)(5)(C)(ii) of the Code.

          (l) Employer: CPI Corp. and any Affiliates of it.

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

          (n) Former Participant: A Participant whose
     employment with the Company has terminated or who has
     become covered by a collective bargaining agreement to
     which the Company is a party or by which it is bound and
     with respect to which retirement benefits were the subject
     of good faith bargaining, but whose Accrued Benefit has
     not been fully distributed and/or forfeited.

          (o) Highly Compensated Employee: Any Employee who
     performed services for the Employer during the Plan Year
     and who:

              (i)   Was at any time during such Plan Year or
          the preceding Plan Year a 5% owner (within the
          meaning of Section 416(i)(1) of the Code) of the
<PAGE>      


          Company or any Affiliate; or

                              5

              (ii)  for the preceding Plan Year received 
          Compensation from the Employer in excess of $80,000
          (as indexed for cost of living adjustments provided
          for under the Code).

     The determination of who is a Highly Compensated Employee
     shall be made in accordance with Section 414(q) of the
     Code and the Regulations thereunder.

          (p) Key Employee: Any Employee who, at any time
     during the Plan Year is or, in any of the 4 preceding Plan
     Years, was:

              (i)   An officer of the Employer having
          Compensation from the Employer for such Plan Year in
          excess of 50% of the dollar limitation in effect for
          such Plan Year under Section 415(b)(1)(A) of the
          Code;

              (ii)  one of the 10 Employees owning (or
          considered as owning within the meaning of Section
          318 of the Code) the largest percentage interest in
          the Company or any Affiliate and having Compensation
          from the Employer for such Plan Year in excess of the
          dollar limitation in effect for such Plan Year under
          Section 415(c)(1)(A) of the Code;

              (iii) a 5% owner of the Company or any Affiliate;
          or

              (iv)  a 1% owner of the Company or any Affiliate
          having annual Compensation from the Employer in
          excess of $150,000.

     For purposes of subparagraph (i) above, no more than 50
     Employees (or, if lesser, the greater of 3 or 10% of the
     Employees) shall be treated as officers.  For purposes of
     subparagraph (ii) above, if 2 Employees have the same
     interest in the Employer, the Employee having the greater
     Compensation shall be treated as having a larger interest.
     The Beneficiary of a Key Employee is also a Key Employee. 
     The determination of who is a Key Employee shall be made
     in accordance with Section 416(i)(1) of the Code and the
     Regulations thereunder.

          (q) Non-key Employee: Any Employee or Beneficiary who
     is not a Key Employee.

<PAGE>


          (r) Normal Retirement Date: The date on which a
     Participant attains 65 years of age.

          (s) Participant: Any Active Participant or any Former
     Participant who has an Accrued Benefit in the Plan.

          (t) Plan: This agreement, together with any and all
     amendments or supplements hereto.

          (u) Plan Year: The 12-consecutive month period
     commencing on January 1 of each year and ending on
     December 31 of the same year.

          (v) Pre-tax Contribution Account: The account
     maintained for a Participant to record tax deductible
     contributions made to the Trust by the Company 

                              6

     on his behalf and pursuant to his election as described in
     paragraph (b) of Section 4.1, and adjustments relating
     thereto.

          (w) Prior Plan: This profit sharing plan and trust as
     maintained by the Company and in effect immediately prior
     to the Effective Date, and any predecessor plans
     maintained by the Employer.

          (x) Qualifying Employer Security: Stock issued by CPI
     Corp. or any corporate affiliate.

          (y) Regulations: The Internal Revenue Service
     Regulations, as amended from time to time.

          (z) Trust: This agreement, together with any and all
     amendments or supplements hereto, and the Trust
     established hereunder.

          (aa) Trustee: Effective January 1, 1998, Barry
     Arthur.  Effective February 1, 1998, American Express
     Trust Company and its successor or successors as Trustee
     hereunder.

          (bb) Valuation Date: The last day of each Plan Year
     shall be the Annual Valuation Date.  The Company has also
     designated any date that the New York Stock Exchange is
     open for business as an interim Valuation Date pursuant to
     the provisions of Section 6.2.

     Section 1.4.Other Definitions.  In addition to the above
definitions, certain words and phrases used in the Plan are
defined in other portions of the Plan.
<PAGE>


                           ARTICLE  II

                             SERVICE

     Section 2.1. Hour of Service.  Subject to the provisions of
Section 2.2, the term "Hour of Service" means, with respect to
any Employee:

          (a) Each hour for which an Employee is directly or
     indirectly paid or entitled to payment by the Employer for
     the performance of duties for the Employer during the
     applicable computation period;

          (b) each hour for which an Employee is directly or
     indirectly paid or entitled to payment by the Employer for
     reasons (such as vacation, sickness, disability, layoff,
     jury duty, military duty or leave of absence) other than
     for the performance of duties (up to a maximum of 501
     hours for any single continuous period during which the
     Employee performs no duties);

          (c) each hour for which back pay, irrespective of
     mitigation of damage, has been either awarded or agreed to
     by the Employer.

The same Hours of Service shall not be credited both under
paragraph (a) or paragraph (b), as the case may be, and under
paragraph (c).  With respect to Hours of Service, the rules of
paragraphs (b) and (c) 

                              7

of Section 2530.200b-2 of the Department of Labor Regulations are
incorporated in this Section 2.1 by this reference.

     Section 2.2. 1 Year Break in Service.  The term "1 Year"
Break in Service" means, with respect to any Employee, any Plan
Year during which such Employee completes 500 or fewer Hours of
Service.  Solely for the purpose of determining whether an
Employee has incurred a 1 Year Break in Service, Hours of Service
shall include, to the extent not included under Section 2.1, the
hours described below that the Employee is:

          (a) Absent from active employment with the Employer
     by reason ofjury duty or by reason of service in the Armed
     Forces of the United States of America;

          (b) on any other unpaid Employer-approved absence
     granted under rules uniformly applied by it; or

          (c) absent from active employment for any period:

<PAGE>


              (i)   By reason of the pregnancy of the Employee;

              (ii)  by reason of the birth of a child of the
          Employee;

              (iii) by reason of the placement of a child with
          the Employee in connection with the adoption of such
          child by the Employee; or

              (iv)  for purposes of caring for such child for a
          period beginning immediately following such birth or
          placement.

The number of Hours of Service to be credited under paragraphs
(a), (b) or (c) above shall be the number of Hours of Service
that would otherwise have been credited to the Employee but for
such absence, or, in any case where the Employer is unable to
determine such number of Hours of Service, 8 Hours of Service per
normal workday of absence.  The same hours shall not be
credited as Hours of Service under more than 1 of such
paragraphs.  The Hours of Service credited under paragraph (c)
shall be credited to the Plan Year in which the absence begins if
necessary to prevent a 1 Year Break in Service in that Plan Year,
otherwise to the following Plan Year.  No credit for Hours of
Service will be given under paragraph (c) unless the Company
receives such timely information as it may reasonably require to
establish that the absence is for reasons described in paragraph
(c) and the number of days for which there was such an absence.

     Section 2.3. Year of Service - Eligibility.  For purposes of
eligibility to participate in the Plan, the term "Year of
Service" means, with respect to any Employee, any Plan Year
during which such Employee completes at least 1,000 Hours of
Service with the Employer, subject to the following:

          (a) Initial Eligibility: For purposes of Section 3.1
     and paragraph (c) of this Section 2.3:

              (i)   The term Year of Service shall not include
          any Plan Year commencing prior to the date on which
          an Employee first completes an Hour of Service; and

              (ii)  the 12-consecutive-month period commencing
          on the date on which an Employee first completes an
          Hour of Service shall be deemed to be a 

                              8

          Year of Service if he completes at least 1,000 Hours
          of Service during such 12-consecutive-month period.


<PAGE>


          (b) Service After 1 Year Break in Service: Except as
     otherwise provided in Section 3.2, if an Employee incurs a
     1 Year Break in Service, service before such break shall
     be disregarded until he has completed 1,000 Hours of
     Service in:

              (i)   The 12-consecutive-month period commencing
          on the date he first completes an Hour of Service
          following his reemployment by the Employer; or

              (ii)  in any Plan Year commencing after such
          date. 

          (c) Nonvested Participants: If an Employee or Parti-
     cipant does not have a nonforfeitable right to any portion
     of his Accrued Benefit in his Company Contribution 
     Account, and if the number of his consecutive 1 Year
     Breaks in Service equals or exceeds the greater of 5 or
     the aggregate number of his Years of Service, as modified
     by paragraph (a) above, his Years of Service prior to such
     break shall be disregarded, and he shall be considered as
     a new Employee. In computing Years of Service prior to
     such break, Years of Service which could have been disre-
     garded under the provisions of this paragraph (c) by
     reason of any prior breaks in service shall be
     disregarded.

     Section 2.4. Years of Service - Vesting.  For purposes of
determining the nonforfeitable percentage of a Participant's
Accrued Benefit derived from Company contributions pursuant to
Section 7.6, the term "Years of Service" means the period of
years and fractions of years, based on days, commencing on the
date an Employee first completes an Hour of Service, and, in the
case of an Employee who is reemployed following a Period of
Severance of more than 12 months, commencing on the first date he
again completes an Hour of Service, and ending on the
date a Period of Severance begins; however, for purposes of
determining vesting, an Employee shall also be credited with days
during any Period of Severance not exceeding 12 months. 

     Section 2.5. Period of Severance.  The term "Period of
Severance" means a continuous period of time during which an
Employee is not employed by the Employer, beginning on the
date the Employee retires, quits, or is discharged and ending on
the date on which he again performs an Hour of Service.  If no
more than 1 Year of Service is required for participation in
the Plan, and if an Employee has a Period of Severance at a time
when he has completed at least 1 Year of Service but no
percentage of his Accrued Benefit derived from Company
contributions is nonforfeitable, his Years of Service prior to
such Period of Severance shall be disregarded if the length of
his Period of Severance equals or exceeds the longer of 60 
<PAGE>


months or the length of his Years of Service completed before the
date such Period of Severance began (not including in such Years
of Service any Year of Service previously excluded be- cause of
an earlier Period of Severance).  Further, a Partici-pant's Years
of Service after a Period of Severance exceeding 60 months shall
be disregarded for the purpose of determining the nonforfeitable
percentage of his Accrued Benefit derived from Company
contributions which accrued before such Period of Severance.  

     Section 2.6. Maternity or Paternity Absence.  If an Employee
is absent from active employment for maternity or paternity
reasons, the 12-consecutive-month period commencing on the first
anniversary of the first day of such absence shall
not constitute a Period of Severance exceeding 12 months.  An 
absence from active employment for maternity or paternity reasons
shall mean an absence:

          (a) By reason of the pregnancy of the Employee;

                              9
                              
          (b) by reason of the birth of a child of the 
     Employee;

          (c) by reason of the placement of a child with the
     Employee in connection with the adoption of such child by
     the Employee or Participant; or

          (d) for purposes of caring for such child for a
     period beginning immediately following such birth or
     placement.

No credit will be given under this Section 2.6 unless the Company
receives such timely information as it may reasonably require to
establish that an absence is for maternity or paternity reasons.

     Section 2.7. Predecessor Employer Service.  Service with
Prints Plus shall be deemed to be service with the Employer for
both eligibility and vesting purposes for those Employees
who became Employees of the Employer as a result of its
acquisition of Prints Plus in 1993.  Service with Fotomat,
Corporation shall be deemed to be service with the Employer for
both eligibility and vesting purposes for those Employees who
became Employees of the Employer as a result of its acquisition
of Fotomat, Corporation in 1993.

     Section 2.8. Service with Fox Photo, Inc.  Prior service
with Fox Photo, Inc. shall be deemed to be service with the
Employer for both eligibility and vesting purposes for those
Employees who became Employees of the Company as a result of 


<PAGE>


its acquisition of Fox Photo, Inc. in 1991.  In addition, service
with Fox Photo, Inc. after the Company's sale of Fox Photo, Inc.
on October 4, 1996 (the "Closing Date") shall be deemed to be
service with the Employer for vesting purposes for Participants
who ceased to be Employees of the Employer and Active
Participants in the Plan as a result of such sale but continued
to be employees of Fox Photo, Inc. after the Closing Date for the
limited period until the assets of the Plan attributable to
employees of Fox Photo, Inc. were or are transferred to a new
qualified plan for such employees in a plan-to-plan transfer. 

                          ARTICLE  III
                       PLAN  PARTICIPATION

     Section 3.1. Commencement of Participation.  Each former
Employee who retired or terminated employment while covered under
the Prior Plan shall continue to be entitled to the
same benefits under this Plan to which he was entitled under the
Prior Plan, and such benefits shall continue to be governed by
the provisions of the Prior Plan.  In addition, each Employee who
was an active participant in the Prior Plan on the Effective Date
shall be deemed to have met the requirements to become an Active
Participant in this Plan as of the Effective Date.  Each other
Employee of the Company except Leased Employees (as defined in
paragraph (k) of Section 1.3) and except Employees covered by a
collective bargaining agreement to which the Company is a party
or by which it is bound and with respect to which retirement
benefits are the subject of good faith bargaining, shall become
an Active Participant in the Plan on the Effective Date or on the
first day of any pay period thereafter, if:  

          (a) He has completed 1 Year of Service;

          (b) he has attained at least 21 years of age; and

                              10

          (c) the date on which he first completed an Hour of
     Service (excluding any Hours of Service disregarded under
     paragraph (c) of Section 2.3) occurred at least 12 months
     prior thereto.
          
     Section 3.2. Continued Participation.  Except as
specifically provided in paragraph (c) of Section 2.3, a former
Employee or Participant whose employment terminates or who
becomes ineligible to be an Active Participant pursuant to
paragraph (b) of Section 1.3 after he has once met the service
requirement of Section 3.1 shall not be required to again meet
that requirement upon his resumption of employment or upon his
ceasing to be so ineligible, as the case may be.


<PAGE>


     Section 3.3. No Guaranty and Facts Regarding Eligibility. 
Participation in the Plan shall not constitute a guaranty or
contract of employment with the Company.  With respect to the
facts determining the eligibility or noneligibility of any
Employee to participate, the Trustee shall be fully protected in
relying on information furnished by the Company and shall not be
required to make any further inquiry of fact.

                           ARTICLE  IV
                          CONTRIBUTIONS

     Section 4.1. Participant Contributions.  Each Employee who
becomes an Active Participant in this Plan and Trust shall have
such contributions made to the Plan on his behalf pursuant to the
provisions of this Section 4.1 as he shall elect from time to
time.  The aggregate amount an Active Participant shall be
permitted to have contributed to the Plan on his behalf for
any Plan Year under this Section 4.1 shall not exceed 15% of such
Participant's Compensation for such Plan Year.

          (a) After-tax Contributions: After-tax Contributions
     may only be made to the Plan through January 31, 1998. 
     Thereafter, no such contributions shall be made.  An
     Active Participant who elects prior to February 1, 1998 to
     make after-tax contributions to the Plan agrees that he
     will contribute to the Plan not less than 1% nor more than 
     15% (rounded to the nearest 1%) of his Compensation from
     the Company through January 31, 1998, and expressly
     authorizes the Company to withhold from his Compensation
     and to contribute to the Plan such amounts as shall equal
     said percentage.  All such contributions shall be subject
     to the requirements and limitations of Section 4.10.

          (b) Pre-tax Contributions: An Active Participant who
     elects to have pre-tax contributions made to the Plan
     agrees that as long as such election remains in effect the
     Company shall deduct a percentage not less than 1% nor
     more than 15% (rounded to the nearest 1%) from his
     Compensation from the Company, as periodically payable to
     him, and shall contribute such amount to the Plan on his
     behalf.  Each election shall be an express authorization
     for the reduction by the Company of his Compensation by
     such amounts as shall equal the percentage elected and the
     contribution of such amounts to the Plan and Trust.  All
     such contributions shall be subject to the requirements
     and limitations of Section 4.8 and Section 4.9.

If and to the extent necessary to comply with the remaining
requirements of this Article IV, the Company may limit the
amounts a Participant may elect to have contributed pursuant to
this 
                              11
<PAGE>


Section 4.1 and/or distribute any or all such amounts in
accordance with the remaining provisions of this Article IV.

     Section 4.2. Company Contributions.  Subject to Section 4.3,
for each Plan Year the Company shall make a contribution to the
Trust on behalf of each Participant who made a contribu-tion for
such Plan Year under Section 4.1 and who either (a) was still an
Employee of the Employer at the close of such Plan Year and had
not withdrawn his contribution for such Plan Year before the
close of such Plan Year, or (b) ceased to be an Employee during
such Plan Year due to death or due to normal, early or disability
retirement under Section 7.1, Section 7.3 or Section 7.2, unless
such retired Participant (or the Beneficiary of a deceased Former
Participant) elected to have some or all of his interest in the
Plan distributed to him prior to the end of such Plan Year.  The
amount of the Company contribution for each such Participant
shall be equal to 50% of the lesser of (a) the total amount
contributed by or on behalf of such Participant pursuant to
Section 4.1 for such year or (b) 5% of such Participant's
Compensation for such year.  The total contribution to the Plan
and Trust for any Plan Year shall be allocated and charged to
each Company by aggregating the total amounts allocated under
Section 5.1 to each Partici-pant who was an Employee of such
Company and had a contribution made on his behalf; provided,
however, that if any such Participant was employed by more than
one Company during a Plan Year, the amount allocated to such
Participant under Section 5.1 shall be allocated and charged to
each such Company in proportion to such Participant's
Compensation from each such Company for such Plan Year. 
Contributions made by the Company shall be subject to the
requirements of Section 4.10.

     Section 4.3. Contributions Out of Profits.  No contribu-tion
shall be made pursuant to Section 4.2 except out of the Company's
current or accumulated earnings or profits.  However, in the case
of any "affiliated group" within the meaning Section 1504 of the
Code, if any Company is prevented from making a contribution
which it would otherwise have made under the Plan (including any
contribution which would be charged and allocated to it under
Section 4.2), by reason of having no current or accumulated
earnings or profits or because such earnings or profits are less
than the contribution which it would otherwise have made, then so
much of the contribution which such Company was so prevented from
making may be made by one or more of the other Companies to the
extent of current or accumulated earnings or profits, except that
such contribution by each such other Company shall be limited,
where all such Companies do not file a consolidated return, to
that proportion of its total current and accumulated earnings or
profits remaining after adjustment for its contribution
deductible without regard to this sentence which the total
prevented contribution bears to the total current and accumulated

<PAGE>


earnings or profits of all of the Companies remaining after
adjustment for all contributions deductible without regard to
this sentence.  Contributions to the Plan made pursuant to
Section 4.1 shall be made without regard to whether or not the
Company has current or accumulated earnings or profits. 
Notwithstanding the preceding sentence, the Plan and Trust is
designed to qualify as a profit sharing plan for purposes of all
applicable provisions of the Code.

     Section 4.4. Rules for Making Elections.  The Company shall
establish uniform rules and procedures governing the percentage
or amount of Compensation which may be contributed
and the time and manner in which the elections authorized in
Section 4.1 may be made, changed and/or revoked.  To the extent
permitted under procedures established by the Company from time
to time, such elections may be accomplished by any electronic or
telephonic means not otherwise prohibited by law.

     Section 4.5. When Contributions are Due.  All amounts
withheld from the pay of Participants pursuant to Section 4.1
shall be paid over and delivered by the Company to the Trustee
promptly on a monthly or more frequent basis as soon as is
administratively feasible, and in no event 

                              12

later than 12 months after the end of the Plan Year for which
they were made.  Contributions made to the Plan and Trust by the
Company for any Plan Year pursuant to Section 4.2 may be made in
1 or more installments.  Any contribution for a Plan Year made
after the end of such Plan Year shall be paid over not later than
the time prescribed by law for filing the
federal income tax return of the Company (including extensions
thereof) for its taxable year with or within which such Plan Year
ends.

     Section 4.6. No Reversion.  The entire amount of all monies
and Qualifying Employer Securities so paid or made available by
the Company to the Trustee under the preceding Sections of this
Article IV shall constitute an irrevocable contribution by the
Company to this Trust, and the Company shall have no further
rights or claims to said funds other than the right to require
the Trustee to hold, use and administer said funds for the
benefit of the Participants and their 
Beneficiaries in accordance with the provisions of this Trust. 
Notwithstanding the foregoing:

          (a) Any contribution made by the Company by a mistake
     of fact shall be returned to the Company, upon its
     request, within 1 year after such contribution was made;
     and 
          (b)  each contribution of the Company shall be 
<PAGE>


     conditioned upon its deductibility under Section 404 of
     the Code, and if a deduction is disallowed with respect to
     any contribution, it shall be returned to the Company, 
     upon its request, within 1 year after the disallowance of
     the deduction.

     Section 4.7. Acceptance by Trustee.  The Trustee may
accept any amount paid to the Trustee by the Company without any
responsibility or necessity on the part of the Trustee to
check or otherwise determine if the amount so paid was properly
authorized and paid in accordance with the provisions hereof.

     Section 4.8. Maximum Pre-tax Contributions.  The amount
contributed in any taxable year of a Participant on his behalf to
this Plan pursuant to paragraph (b) of Section 4.1, when
added to all other amounts contributed on his behalf in such year
pursuant to a salary reduction agreement or other deferral
mechanism to any other cash or deferred arrangement under Section
401(k) of the Code, simplified employee pension under Section
408(k) of the Code, simple retirement account under Section
408(p) of the Code, tax-sheltered annuity under Section 403(b) of
the Code, eligible deferred compensation plan under Section 457
of the Code and/or plan under Section 501(c)(18) of the Code,
shall not exceed the dollar limitation contained in Section
402(g) of the Code in effect on the first day of such taxable
year.

          (a) If for any taxable year any such aggregate
     pre-tax contributions are made on behalf of a Participant
     in excess of the applicable dollar limitation ("Excess
     Deferrals"), the Participant may request distribution of
     such excess by notifying the Company, in writing, no later
     than March 15 of the year following the taxable year in
     which the Excess Deferrals were made.  Such notice shall
     specify the amount of the Excess Deferrals to be
     distributed from the Plan and shall state that such
     distribution is required to avoid exceeding the dollar
     limitation for the taxable year in which the contributions
     were made.  Upon receiving such notice, or upon the
     Company's independent determination that the limitation
     has been exceeded, any Excess Deferrals, plus any income
     and minus any loss allocable thereto, shall be distributed
     to the Participant no later than April 15 of the year
     following the taxable year in which the Excess Deferrals
     were made.

                              13

          (b) The amount of Excess Deferrals to be distributed
     to any Participant pursuant to this Section 4.8 shall be
     reduced by the amount of Excess Contributions made on
     behalf of such Participant for the Plan Year beginning
<PAGE>


     with or within such taxable year which have been
     previously distributed to such Participant pursuant to
     Section 4.9.

          (c) The income or loss allocable to Excess Deferrals
     for the Plan Year in which they were made and up to the
     date of the corrective distribution shall be determined
     using the methods described in paragraphs (g) and (h) of
     Section 4.9 in accordance with applicable Regulations.

     Section 4.9. Limitations on Pre-tax Contributions for Highly
Compensated Employees.  If the pre-tax contributions allocated to
the accounts of Participants for any Plan Year are such that an
Acceptable Deferral Percentage Ratio (as defined below) is not
achieved for the Plan Year, the Company shall distribute to
Participants who are Highly Compensated
Employees any excess amounts contributed on behalf of such
Participants pursuant to paragraph (b) of Section 4.1 for that
Plan Year ("Excess Contributions"), plus the income and minus any
loss allocable thereto, within 2 and one-half months following
the close of the Plan Year in which such
contributions were made in such amounts and in the manner
determined under this Section 4.9.  Any such distributions shall
not require the consent of the Participants on whose behalf the
contributions were made and shall be made in accordance with the
applicable provisions of the Code (including Section 401(k)(3) of
the Code) and the Regulations thereunder.

          (a) An Acceptable Deferral Percentage Ratio shall
     mean a relationship between the Average Deferral
     Percentage ("ADP") (as defined below) for such Plan Year
     for the group of Active Participants who are Highly
     Compensated Employees for such Plan Year and the ADP for
     the preceding Plan Year for the group of Active
     Participants for such preceding Plan Year who were not
     Highly Compensated Employees for such preceding Plan Year
     ("all other Active Participants") which satisfies either
     of the following tests:

              (i)   The ADP for the group of Highly Compensated
          Employees is not more than 125% of the ADP of all
          other Active Participants (the "Basic Limit"); or

              (ii)  the ADP for the group of Highly Compensated
          Employees does not exceed the ADP of all other Active
          Participants by more than 2 percentage points, and
          the ADP for the group of Highly Compensated Employees
          is not more than 200% of the ADP of all other Active
          Participants.


     
<PAGE>


     In applying the foregoing tests, the Company may elect to
     use the current Plan Year instead of the preceding Plan
     Year for purposes of identifying the group of all other
     Active Participants and determining the Deferral
     Percentages and the ADP for such group.  Any such election
     shall not be changed except as provided by the Secretary
     of the Treasury.

          (b) For each Active Participant, a "Deferral
     Percentage" shall be determined each year by dividing the
     sum of the amounts contributed on his behalf to his
     Pre-tax Contribution Account (excluding any Excess
     Deferrals if the Participant is not a Highly Compensated
     Employee) for the current or preceding Plan Year, as
     applicable, by his Compensation for such Plan Year.  The
     Deferral Percentage of a 

                              14

     Participant who has had no amounts contributed to his
     Pre-tax Contribution Account for a Plan Year shall be
     zero.  The ADP for a specified group of Employees shall be
     the average of the Deferral Percentages for each Active
     Participant in such group.

          (c) If any pre-tax contributions are made on behalf
     of any Highly Compensated Employee to 1 or more other cash
     or deferred arrangements sponsored by the Employer, all
     such contributions shall be considered in determining his
     Deferral Percentage, with all such cash or deferred
     arrangements ending with or within the same calendar year
     being treated as a single arrangement.

          (d) If this Plan must be aggregated with 1 or more
     other plans of the Employer for this or any other such
     plan to satisfy the requirements of Section 401(k),
     Section 401(a)(4), or Section 410(b) of the Code, the
     Deferral Percentages shall be determined as if all such
     plans were a single plan, provided that all such plans
     have the same Plan Year.

          (e) The amount of Excess Contributions to be
     distributed for any Plan Year to any Participant who is a
     Highly Compensated Employee shall be determined by
     following a two step process.  First, the aggregate amount
     of Excess Contributions shall be calculated by following a
     leveling method (the "Percentage Leveling Method") under
     which the Deferral Percentage of the Highly  Compensated
     Employee with the highest Deferral Percentage shall be
     reduced to the extent necessary to reach an Acceptable
     Deferral Percentage Ratio or to cause his Deferral
     Percentage to equal the next highest Deferral Percentage
<PAGE>


     of a Highly Compensated Employee, and by repeating this
     process until an Acceptable Deferral Percentage Ratio is
     achieved.  The aggregate amount of Excess Contributions to
     be returned shall then be calculated by adding the dollar
     amounts by which each Highly Compensated Employee's
     elective contributions must be reduced using the
     Percentage Leveling Method to achieve an Acceptable
     Deferral Percentage Ratio.  Second, the aggregate amount
     of Excess Contributions to be returned as so calculated
     shall be allocated among and distributed to the Highly
     Compensated Employees by following the "Dollar Leveling
     Method" under which the elective contributions of the
     Highly Compensated Employee with the highest dollar amount
     of elective contributions shall be reduced to the extent
     necessary to cause the dollar amount of his elective
     contributions to equal the next highest dollar amount
     of elective contributions of a Highly Compensated
     Employee, and by repeating this process until all of the
     Excess Contributions have been returned.

          (f) The amount of Excess Contributions to be
     distributed to any Participant pursuant to this Section
     4.9 shall be reduced by any Excess Deferrals previously
     distributed to such Participant pursuant to Section 4.8
     for the Participant's taxable year ending with or within
     the Plan Year.

          (g) The income or loss allocable to Excess
     Contributions for the Plan Year in which they were made
     shall be determined in accordance with either of the
     following methods, provided that the same method is used
     on a uniform and consistent basis for all corrective
     distributions for a given Plan Year:

              (i)   The "Fractional Method", whereby the income
          or loss allocable to the Participant's Pre-tax
          Contribution Account for the Plan Year in which such
          Excess Contributions were made is multiplied by a
          fraction, the numerator of which is such
          Participant's Excess Contributions for such Plan Year
          and the 
             
                              15

          denominator of which is the value of the
          Participant's Pre-tax Contribution Account as of the
          last day of the preceding Plan Year after all
          allocations and adjustments have been made as of such
          date for such preceding Plan Year; or



<PAGE>


              (ii)  any reasonable method which is normally
          used by the Plan for allocating income or losses to
          Participants' accounts.

          (h) The income or loss allocable to Excess
     Contributions for the period after the end of the Plan
     Year in which such Excess Contributions were made up
     to the date of the corrective distribution (the "Gap
     Period") shall be determined in accordance with one of the
     following methods, provided that the same method is used
     on a uniform and consistent basis for all corrective
     distributions for a given Plan Year:

              (i)   The income or loss for the Gap Period shall
          be deemed to be zero;

              (ii)  the income or loss for the Gap Period shall
          be deemed to be 10% of the amount determined under
          paragraph (g)(i) of this Section 4.9 multiplied by
          the number of whole calendar months between the end
          of the Plan Year and the date of the corrective
          distribution, counting the month of distribution if
          distribution occurs after the 15th day of such month;

              (iii) the income or loss for the Gap Period shall
          be determined by applying the Fractional Method to
          the income or loss allocable to the Participant's
          Pre-tax Contribution Account for the Gap Period; or

              (iv)  the income or loss for the Gap Period shall
          be determined in accordance with any reasonable
          method which is normally used by the Plan for
          allocating income or losses to Participants'
          accounts.

     Section 4.10. Limitations on After-tax and Matching
Contributions for Highly Compensated Employees.  If the matching
contributions allocated to the Company Contribution
Accounts (and, for 1997 and 1998, the after-tax contributions
allocated to the After-tax Contribution Accounts) of Participants
for any Plan Year are such that an Acceptable
Contribution Percentage Ratio (as defined below) is not achieved
for the Plan Year, the Company may forfeit (if otherwise
forfeitable under the terms of the Plan) and/or distribute to
Participants who are Highly Compensated Employees any excess
amounts contributed by the Company pursuant to Section 4.2 for
that Plan Year (and, for 1997 and 1998, by Participants under
paragraph (a) of Section 4.1) ("Excess Aggregate Contributions"),
plus the income and minus any
loss allocable to such amounts, within 2 1/2 months following the
close of the Plan Year for which such contributions were made in
such amounts and in the manner determined under this Section
<PAGE>


4.10.  Any such distribution shall not require the consent of the
Participants on whose behalf the contributions were made and
shall be made in accordance with the applicable provisions of the
Code (including Section 401(m)(6) of the Code) and the
Regulations thereunder.

          (a) An Acceptable Contribution Percentage Ratio shall
     mean a relationship between the Average Contribution
     Percentage ("ACP") (as defined below) for such Plan Year
     for the group of Active Participants who are Highly 
     Compensated Employees for such Plan Year and the ACP for
     the preceding Plan Year for the group of all other Active
     Participants for the preceding Plan Year which satisfies
     either of the following tests:

                              16

              (i)   The ACP for the group of Highly Compensated
          Employees is not more than 125% of the ACP of all
          other Active Participants (the "Basic Limit"); or

              (ii)  the ACP for the group of Highly Compensated
          Employees does not exceed the ACP of all other Active
          Participants by more than 2 percentage points, and
          the ACP for the group of Highly Compensated Employees
          is not more than 200% of the ACP of all other Active
          Participants.

     In applying the foregoing tests, the Company may elect to
     use the current Plan Year instead of the preceding Plan
     Year for purposes of identifying the group of all other
     Active Participants and determining the Contribution
     Percentages and the ACP for such group.  Any such election
     shall not be changed except as provided by the Secretary
     of the Treasury.

          (b) For each Active Participant, a "Contribution
     Percentage" shall be determined each year by dividing the
     sum of the contributions allocated to his Company
     Contribution Account (and, for 1997 and 1998, to his
     After-tax Contribution Account) for the applicable Plan
     Year by his Compensation for such Plan Year.  The
     Contribution Percentage of a Participant who has had no
     amounts contributed to either such account for a Plan Year
     shall be zero (except to the extent the last sentence of
     this paragraph (b) may apply).  The ACP for a specified
     group of Employees shall be the average of the
     Contribution Percentages for each Active Participant in
     such group.  If the requirements of Section 1.401(m)-1(b)
     (5) of the Regulations are met, the Company may include in
     the numerator for purposes of determining a Participant's
     Contribution Percentage for a Plan Year some or all of the
<PAGE>


     contributions allocated to his Pre-tax Contribution
     Account for such Plan Year, but to the extent such
     contributions are included for that purpose, they may not
     otherwise be taken into account to satisfy the
     requirements of Section 401(a)(4) and Section 401(k)(3) of
     the Code, as set forth in the ADP test described in
     Section 4.9.

          (c) If any voluntary after-tax contributions or
     Employer matching contributions are made on behalf of any
     Highly Compensated Employee to 1 or more other qualified
     plans sponsored by the Employer, all such contributions
     shall be considered in determining his Contribution
     Percentage.

          (d) If this Plan must be aggregated with 1 or more
     other plans of the Employer for this or any other such
     plan to satisfy the requirements of Section 401(m),
     Section 401(a)(4), or Section 410(b) of the Code, the
     Contribution Percentages shall be determined as if all
     such plans were a single plan, provided that all such
     plans have the same Plan Year.

          (e) The amount of Excess Aggregate Contributions to
     be forfeited and/or distributed for any Plan Year to any
     Participant who is a Highly Compensated Employee shall be
     determined by following a two step process.  First, the
     aggregate amount of Excess Aggregate Contributions shall
     be calculated by following the Percentage Leveling Method
     under which the Contribution Percentage of the Highly
     Compensated Employee with the highest Contribution
     Percentage shall be reduced to the extent necessary to
     reach an Acceptable Contribution Percentage Ratio or to
     cause his Contribution Percentage to equal the next
     highest Contribution Percentage of a 

                              17

     Highly Compensated Employee, and by repeating this process
     until an Acceptable Contribution Percentage Ratio is
     achieved.  The aggregate amount of Excess Aggregate
     Contributions shall then be calculated by adding the
     dollar amounts by which each Highly Compensated Employee's
     matching contributions (and, for 1997 and 1988, after-tax
     contributions) must be reduced using the Percentage
     Leveling Method to achieve an Acceptable Contribution
     Percentage Ratio.  Second, the aggregate amount of Excess
     Aggregate Contributions as so calculated shall be
     allocated among the Highly Compensated Employees by
     following the Dollar Leveling Method under which the
     matching (and after-tax) contributions of the Highly
     Compensated Employee with the highest dollar amount
<PAGE>


     of matching (and after-tax) contributions are reduced to
     the extent necessary to cause the dollar amount of his
     matching (and after-tax) contributions to equal the next
     highest dollar amount of matching (and after-tax)
     contributions of a Highly Compensated Employee, and by
     repeating this process until all of the Excess Aggregate
     Contributions have been returned and/or forfeited.

          (f) The income or loss allocable to Excess Aggregate
     Contributions for the Plan Year in which they were made
     shall be determined in accordance with either of the
     following methods, provided that the same method is used
     on a uniform and consistent basis for all corrective
     distributions for a given Plan Year:

              (i)   The "Fractional Method," whereby the income
          or loss allocable to the Participant's After-tax
          Contribution Account and/or Company Contribution
          Account (depending upon from which account or
          accounts the corrective distributions were made) for
          the Plan Year in which such Excess Aggregate
          Contributions were made is multiplied by a fraction,
          the numerator of which is such Participant's Excess
          Aggregate Contributions for such Plan Year and the
          denominator of which is the value of the
          Participant's After-tax Contribution Account and/or
          his Company Contribution Account, as appropriate, as
          of the last day of the preceding Plan Year after all
          allocations and adjustments have been made as of such
          date for such preceding Plan Year; or

              (ii)  any reasonable method which is normally
          used by the Plan for allocating income or losses to
          Participants' accounts.

          (g) The income or loss allocable to Excess Aggregate
     Contributions for the period after the end of the Plan
     Year in which such Excess Aggregate Contributions were
     made up to the date of the corrective distribution (the
     "Gap Period") shall be determined in accordance with one
     of the following methods, provided that the same method is
     used on a uniform and consistent basis for all corrective
     distributions for a given Plan Year:

              (i)   The income or loss for the Gap Period shall
          be deemed to be zero;

              (ii)  the income or loss for the Gap Period shall
          be deemed to be 10% of the amount determined under
          paragraph (f)(i) of this Section 4.10 multiplied by
          the number of whole calendar months between the end
          of the Plan Year and the date of the corrective
<PAGE>


          distribution, counting the month of distribution if
          distribution occurs after the 15th day of such month;
 
                              18

              (iii) the income or loss for the Gap Period shall 
          be determined by applying the Fractional Method to
          the income or loss allocable to the Participant's
          After-tax Contribution Account and/or Company
          Contribution Account, as appropriate, for the Gap
          Period; or

              (iv)  the income or loss for the Gap Period shall
          be determined in accordance with any reasonable
          method which is normally used by the Plan for
          allocating income or losses to Participants'
          accounts.

     Section 4.11. Multiple Use of Alternative Limitations.  If
for any Plan Year neither the ADP test calculated pursuant to
Section 4.9 nor the ACP test calculated pursuant to Section 4.10
can be satisfied using the Basic Limit described in subparagraph
(a)(i) of each such Section, respectively, then the sum of (a)
the ADP of the group of Active Participants who are Highly
Compensated Employees and (b) the ACP of the group of Active
Participants who are Highly Compensated Employees shall not
exceed the "Aggregate Limit".  For purposes of determining the
Aggregate Limit, the ADP and the ACP of Highly Compensated
Employees shall be determined after the distribution of any
Excess Contributions or Excess Aggregate Contributions required
by Section 4.9 or Section 4.10, respectively.  The Aggregate
Limit shall mean the greater of:

          (a) The sum of:

              (i)   125% of the greater of the ADP or the ACP
          of all other Active Participants, plus

              (ii)  the lesser of 2 percentage points above, or
          200% of, the lesser of the ADP or the ACP of all
          other Active Participants; or

          (b) the sum of:

              (i)   125% of the lesser of the ADP or the ACP of
          all other Active Participants, plus

              (ii)  the lesser of 2 percentage points above, or
          200% of, the greater of the ADP or the ACP of all
          other Active Participants.


<PAGE>


In the event that the Aggregate Limit is exceeded, Excess
Aggregate Contributions made for such Plan Year and allocated to
the accounts of Highly Compensated Employees, plus the income and
minus any loss allocable to such Excess Aggregate Contributions,
shall be distributed within 2 and one-half months following the
close of the Plan Year for which such contributions were made,
using the method set forth in Section 4.10, to the extent
necessary to reduce the ACP of the Highly 
Compensated Employees so that, when added to the ADP of the
Highly Compensated Employees, the sum is not greater than the
Aggregate Limit.

     Section 4.12. Form of Contributions.  The Company's
contribution shall be made in Qualifying Employer Securities,
except that the Company shall make cash contributions to the
extent that cash is required to be distributed in lieu of
fractional shares pursuant to Section 8.13.

                              19

                           ARTICLE  V

                   ALLOCATIONS  AND  ACCOUNTS

     Section 5.1. Allocation of Participant Contributions.

          (a) After-tax Contributions:  Subject to the
     limitations contained in Section 5.4, after-tax
     contributions made to the Trust by Participants pursuant
     to paragraph (a) of Section 4.1 shall be allocated to the
     respective After-tax Contribution Accounts of the
     Participants who contributed such amounts to the Trust.  

          (b) Pre-tax Contributions:  Subject to the
     limitations contained in Section 5.4, pre-tax
     contributions made to the Trust by the Company on behalf
     of Participants pursuant to paragraph (b) of Section 4.1
     shall be allocated to the respective Pre-tax Contribution
     Accounts of the Participants who elected to have such
     amounts so contributed to the Trust.

     Section 5.2. Allocation of Company Contributions.  Subject
to the limitations contained in Section 5.4, the contributions
made by the Company to the Trust for a Plan Year pursuant to
Section 4.2 shall be allocated to the respective Company
Contribution Accounts of the Participants on whose behalf such
contributions were made.

     Section 5.3. Separate Accounts.  The Trustee shall create
and maintain an After-tax Contribution Account for each
Participant who elected to make contributions to this Trust under
paragraph (a) of Section 4.1 prior to February 1, 1998,
<PAGE>


and shall credit such account with all voluntary after-tax
contributions made by such Participant.  The Trustee shall also
create and maintain a Pre-tax Contribution Account for each
Participant who elects to have contributions made on his behalf
under paragraph (b) of Section 4.1, and shall credit such account
with all pre-tax contributions made on behalf of such
Participant.  The Trustee shall also create and maintain
a Company Contribution Account for each Participant to which the
Company's contributions made pursuant to Section 4.2 and
allocated to such Participant shall be credited, along with a
subaccount to which cash dividends allocable to such Participant
shall be credited.  If a Participant incurs a Period of Severance
exceeding 60 months, and if the nonforfeitable portion of his
Accrued Benefit in his Company Contribution Account which accrued
prior to said Period
of Severance is not distributed in full, and if he again becomes
an Active Participant, separate Company Contribution Accounts
shall be provided for his pre-severance and post-severance
Accrued Benefit.  If the Participant made any after-tax
contributions prior to January 1, 1987, a subaccount shall be
maintained reflecting all such contributions credited to his
After-tax Contribution Account as of December 31, 1986.  The
creation of such accounts and subaccounts is primarily for
accounting purposes and does not require a segregation of assets
or funds to any such account.

     Section 5.4. Limitations on Annual Additions.  For purposes
of this Section 5.4, the following words and phrases shall have
the following meanings:

          (a) Affiliate:  As defined in paragraph (c) of
     Section 1.3 but subject to the modifications of Section
     414(b) and Section 414(c) of the Code described in
     Section 415(h) of the Code.

          (b) Annual Addition:  With respect to each Plan Year,
     the total contributions (including any excess elective
     contributions returned to the Participant pursuant to the
     provisions of Section 4.8) and forfeitures allocated to
     a Participant's 

                              20

     accounts in this and any other Defined Contribution Plans
     maintained by the Employer.  Notwithstanding the
     foregoing, for Plan Years commencing prior to 1987, only
     the lesser of (i) 2 of a Participant's after-tax
     contributions or (ii) the amount of his after-tax
     contributions in excess of 6% of his Compensation for such
     Plan Year shall be included in his Annual Addition for
     such year.  If applicable, for purposes of the dollar
     limitation but not the percentage limitation, both (i)
<PAGE>


     amounts allocated after March 31, 1984, to an individual
     medical account (as defined in Section 415(l)(2) of the
     Code) which is a part of a pension or annuity plan
     maintained by the Employer, and (ii) amounts derived from
     contributions paid or accrued after 1985 in taxable years
     ending after such date which are attributable to
     post-retirement medical benefits allocated to the
     separate account of a Key Employee under a welfare benefit
     fund (as defined in Section 419(e) of the Code) maintained
     by the Employer shall be included in a Participant's
     Annual Addition.

          (c) Compensation:  As defined in Section 415(c)(3)
     of the Code and the Regulations thereunder.

          (d) Defined Benefit Plan:  A plan which is not a
     Defined Contribution Plan.  For purposes of applying the
     limitations of this Section 5.4, all Defined Benefit Plans
     (whether or not terminated) of the Employer shall be
     treated as one Defined Benefit Plan.

          (e) Defined Benefit Plan Fraction:  For any Plan
     Year, a fraction, the numerator of which is the projected
     annual benefit of the Participant under all Defined
     Benefit Plans maintained by the Employer, and the
     denominator of which is the lesser of (i) 125% of $90,000
     (indexed for cost of living adjustments provided for under
     the Code), or (ii) 140% of the Participant's average
     Compensation for the 3-consecutive calendar years of
     service with the Employer which produce the highest
     average.

          (f) Defined Contribution Plan:  A plan which provides
     for one or more individual accounts for each Participant
     and benefits based solely on the amounts contributed to
     each Participant's account, and any income, expenses,
     gains, losses and forfeitures which may be allocated
     thereto.  For purposes of applying the limitations of this
     Section 5.4, all Defined Contribution Plans (whether or
     not terminated) of the Employer shall be treated as one
     Defined Contribution Plan.

          (g) Defined Contribution Plan Fraction:  For any Plan 
     Year, a fraction, the numerator of which is the sum of the
     Annual Additions to the Participant's account for such
     Plan Year and all prior Plan Years, and the denominator of
     which is the sum of the lesser of the following amounts
     determined for such Plan Year and for each prior Plan Year
     of service with the Employer:  (i) 125% of $30,000
     (indexed for cost of living adjustments provided for under
     the Code); or (ii) 35% of the Participant's Compensation
     for the Plan Year.  The Annual Addition for any Plan Year
<PAGE>


     beginning before January 1, 1987 shall not be recomputed
     to treat all of a Participant's voluntary contributions as
     Annual Additions.  If the Participant was a Participant as
     of the first day of the first Limitation Year beginning
     after December 31, 1986 in any Prior Plan which was in
     existence on May 6, 1986, the numerator of the Defined
     Contribution Plan Fraction shall be adjusted if the sum of
     this fraction and the Defined Benefit Plan Fraction would
     otherwise exceed 1.0 under the terms of this Plan.  Under
     the adjustment, an amount equal to the product of (i) the
     excess of the sum of the fractions over 1.0 times (ii) the
     denominator of the Defined Contribution Plan Fraction
     shall be 

                              21
 
     permanently subtracted from the numerator of the
     Defined Contribution Plan Fraction.  The adjustment is
     calculated using the fractions as they would be computed
     as of the end of the last Limitation Year beginning before
     January 1, 1987 and disregarding any changes in the terms
     and conditions of the Plan made after May 5, 1986, but
     using the limitations applicable under Section 415 of the
     Code to the first Limitation Year beginning on or after
     January 1, 1987.

          (h) Employer:  As defined in paragraph (l) of Section
     1.3 but using the definition of Affiliate set forth in
     paragraph (a) above.

          (i) Limitation Year:  The Plan Year.

Notwithstanding any other provision contained herein, the total
Annual Addition made to the account of a Participant for any Plan
Year shall not exceed the lesser of (a) $30,000 (or, if
greater, 25% of the dollar limitation in effect for such Plan
Year under Section 415(b)(1)(A) of the Code), or (b) 25% of the
Participant's Compensation for such Plan Year.  In addition, if
in any Plan Year a Participant in this Plan also participates in
a Defined Benefit Plan maintained by the Employer, the sum of the
Defined Benefit Plan Fraction and the Defined Contribution Plan
Fraction, both computed as of the close of the Plan Year, shall
not exceed 1.0.  At the election of the Company, special
transitional rules may apply for both the Defined Benefit Plan
Fraction and the Defined Contribution Plan Fraction for Employees
who were Participants in the Prior Plan as of December 31, 1982. 
If any Annual Addition exceeds any limitation contained in this
Section 5.4, first the after-tax contributions made by such
Participant for the Plan Year pursuant to paragraph (a) of
Section 4.1 which caused such excess shall be returned to the
Participant, and then, if necessary, the pre-tax contributions 

<PAGE>


made on behalf of such Participant for such Plan Year pursuant to
paragraph (b) of Section 4.1 which caused such excess shall be
returned to the Participant.  If, after returning all such
contributions for such Plan Year, an excess still exists, such
excess shall be held in a suspense account and applied to reduce
the contribution of the Company for such Plan Year and for each
succeeding Plan Year until exhausted.  If more than 1 Company has
contributed to the account of a Participant in a Plan Year, any
such excess shall be applied to reduce the contributions of such
Companies in proportion to the amount of contributions made by
each such Company and allocated to such Participant.

     Section 5.5. Dividends.  Notwithstanding any other provision
of this Plan and Trust, any cash dividend on Qualifying Employer
Securities held by the Trust and allocated to the accounts of
Participants shall be credited to the respective Company
Contribution Accounts to which the Qualifying Employer Securities
are credited.  Such dividends shall be invested and reinvested as
directed by Participants pursuant to Section 12.4.  Except as
hereinafter set forth, such dividends and all earnings thereon
shall at all times be fully nonforfeitable and shall be
distributed in accordance with the provisions of Article VIII,
provided, however, that in cases where such dividends and
earnings are less than $1.00 and represent the entire
nonforfeitable Accrued Benefit with respect to a Participant,
such dividends and earnings shall be forfeited and applied in
accordance with Section 8.9.  Dividends on Qualifying Employer
Securities held by the Trust and not allocated to the accounts of
Participants shall be invested as directed by the Company and
such dividends and earnings thereon shall be used to provide cash
distributions in lieu of fractional shares.

                              22

                           ARTICLE  VI

                     VALUATION  OF  ACCOUNTS

     Section 6.1. Valuation Date.  The last day of each Plan Year
shall be the Annual Valuation Date as of which the value of each
Participant's share in the Trust shall be determined.  As soon as
possible, but in any event within a reasonable period after the
Trustee shall have received the Company's contribution for any
Plan Year, or within a reasonable period of time after the
expiration of the time permitted to the Company to make payment
of its contribution as provided in Section 4.5, whichever shall
first occur, the Trustee shall appraise the fair market value of
all property and funds of the Trust as of the close of such Plan
Year and prepare a written account.  Such written account shall
set forth all investments, receipts, disbursements and other 


<PAGE>


transactions of the Trust for or during such Plan Year and shall
contain an itemized schedule of all Trust property and funds
showing in each case the appraised fair market value thereof as
of the close of such Plan Year and an itemized schedule of all
liabilities of the Trust as of the close of the Plan Year.

     Section 6.2. Interim Valuation.  As of any time during the
Plan Year that the Company deems it necessary, the Company shall
direct the Trustee to revalue the Trust upon the basis of
the then market value of the assets in the Trust.  Such interim
Valuation Date shall be substituted for the valuation as of the
end of the preceding Plan Year, or for any more recent interim
Valuation Date, in determining the amounts in the accounts of
Participants and their Beneficiaries for all purposes of the
Plan.  Whenever reference is made in the Plan to the account as
of the end of the preceding Plan Year, it shall mean as of the
most immediately preceding interim Valuation Date.

     Section 6.2. Allocation of Earnings.  All earnings, gains,
and losses of the Trust for each Plan Year shall be allocated
among the accounts and subaccounts on the books of the Trust
as of each Valuation Date in proportion to the respective
balances of such accounts and subaccounts as of the immediately
preceding Valuation Date; provided, however, that if any portion
of a Participant's Accrued Benefit is held in any directed
account pursuant to Section 12.4, such portion of his Accrued
Benefit shall share only in the earnings, gains and losses of the
investment funds held in such directed account.

     Section 6.4. Value of Accrued Benefit upon Termination.  For
the purpose of determining the value of the Accrued Benefit of
each Participant in the event of the death, retirement, or other
termination of employment or participation of such Participant,
the value of such Participant's Accrued Benefit shall be the
value thereof as of the last Valuation Date preceding his death,
retirement, or other termination of employment or participation,
after giving effect to any credits and/or debits thereto made as
of the said Valuation Date in accordance with any of the
foregoing provisions of this Plan and Trust, and to any other
credits and/or debits made to his Accrued Benefit subsequent to
such last preceding Valuation Date pursuant to any of the
provisions of this Plan and Trust.

     Section 6.5. Valuation of Qualifying Employer Securities. 
The value of Qualifying Employer Securities for all purposes of
this Plan and Trust shall be determined in good faith by
the Company based on all relevant factors.  The Trustee shall
have no responsibility for the determination of such value or
liability therefrom.

     Section 6.6. Unit Accounting.  The Trustee or the Contract
Administrator may, for administrative purposes, establish unit
<PAGE>


values for one or more investment funds (or any portion
thereof) and maintain the accounts setting forth each
Participant's interest in each such investment fund (or portion
thereof) in terms of such units, all in accordance with such
rules and procedures as the Trustee or Contract Administrator
shall deem to be fair, equitable and administratively 
practicable.  In the event 

                              23

that unit accounting is thus established for any investment fund
(or any portion thereof) the value of a Participant's interest in
that investment fund (or any portion thereof) at any time shall
be an amount equal to the then value of a unit in such investment
fund (or any portion thereof) multiplied by the number of units
then credited to the Participant.

                          ARTICLE  VII

                    ENTITLEMENT  TO  BENEFITS

     Section 7.1. Normal Retirement Date.  Each Participant shall
have the right, at his option, to retire at any time from and
after his Normal Retirement Date; provided, that until such
retirement or other termination of employment thereafter his
right to full participation as a Participant hereunder shall
continue.  If a Participant's employment with the Employer is
terminated on or after his Normal Retirement Date (other than
termination by reason of his death), his entire Accrued Benefit
shall thereafter be fully nonforfeitable and shall be distributed
in accordance with the provisions of Section 8.1.

     Section 7.2. Disability Retirement Prior to Normal
Retirement Date.  The Company will permit a Participant to retire
prior to his Normal Retirement Date in any case in which it is
determined by a duly licensed physician selected by the Company
that, because of ill health, accident, disability or general
inability because of age, the Participant is no longer able,
properly and satisfactorily, to perform his regular duties as an
Employee.  The foregoing provisions of this Section 7.2 shall be
administered in such manner that all Participants are treated
similarly under similar circumstances.  If a Participant's
employment with the Employer is terminated pursuant to this
Section 7.2, his entire Accrued Benefit shall thereafter be fully
nonforfeitable and shall be distributed in accordance with the
provisions of Section 8.1.

     Section 7.3. Early Retirement.  Each Participant shall have
the right, at his option, to retire at any time after he has
attained 55 years of age and completed 15 Years of Service.  If
a Participant's employment is terminated after he has satisfied
the aforesaid age and service requirements (other
<PAGE>


than termination by reason of his death), his entire Accrued
Benefit shall thereafter be nonforfeitable and shall be
distributed in accordance with the provisions of Section 8.1. 
For purposes of this Section 7.3, Years of Service shall be
determined under Section 2.4 without regard to the provisions of
Section 2.5.

     Section 7.4. Death.  Upon the death of a Participant while
in the employ of the Employer, his entire Accrued Benefit shall
thereafter be fully nonforfeitable and shall be distributed in
accordance with the provisions of Section 8.2.

     Section 7.5. Termination for Other Reasons.  If a
Participant's employment with the Employer is terminated other
than as described in the preceding Sections of this Article VII,
he shall have a nonforfeitable interest in all of his Accrued
Benefit in his After-tax Contribution  Account and his Pre-tax
Contribution Account and in the following percentage of his
Accrued Benefit in his Company Contribution Account (other than
dividends credited to such account as provided in Section 5.5):

                              24

<TABLE>
<CAPTION>
          
Years of Service         Nonforfeitable Percentage
----------------         -------------------------
<S>                              <C>
Less than 1                        0%
1 but less than 2                 20%
2 but less than 3                 40%
3 but less than 4                 60%
4 but less than 5                 80%
5 or more                        100%
</TABLE>

Said nonforfeitable percentage shall be distributed in accordance
with the provisions of Section 8.3

     Section 7.6. Lost Distributees.  If a Former Participant or
his Beneficiary cannot be  located for a period of 2 years after
the benefits payable with respect to such Former Participant
could be distributed under the provisions of this Plan and Trust
without the consent of the Participant or Beneficiary, the
Accrued Benefit of such Former Participant which has not already
been forfeited pursuant to the provisions of Section 8.9 shall be
forfeited as of the next Annual Valuation Date.  Any Accrued
Benefit forfeited in accordance with the foregoing provision
shall be reinstated if a claim is made by the Former Participant
or Beneficiary.  Notwithstanding any other provision of this Plan
and Trust, the amounts to be reinstated may come from earnings
<PAGE>


and gains of the Trust, Company contributions and forfeitures.

                          ARTICLE  VIII

                   DISTRIBUTION  OF  BENEFITS

     Section 8.1. Retirement.  Subject to the remaining
provisions of this Article VIII, upon the termination of
employment of any Participant on account of normal, early or
disability retirement pursuant to Section 7.1, Section 7.3 or
Section 7.2, the Company shall direct the Trustee to distribute
the Accrued Benefit of such Participant in one or more of the
following methods:

          (a) In a lump sum;

          (b) in annual or more frequent periodic payments of
     not less than $10.00 each, until the entire Accrued
     Benefit has been fully and completely distributed;
     provided, however, that if such Participant shall die
     prior to having received all of his Accrued Benefit, then
     and in that event the Company shall direct the Trustee to
     distribute the remaining balance of such deceased
     Participant's Accrued Benefit in accordance with the
     provisions of Section 8.2.  Until distributed in full, the
     Accrued Benefit of such Participant shall be subject to
    the valuation adjustments described in Article VI.

To the extent the distribution qualifies as an Eligible Rollover
Distribution (as defined below), the Participant may also elect
to have a portion or all of such distribution paid in the form of
a direct rollover to another Eligible Retirement Plan (as defined
below) designated by the Participant in accordance with the
provisions of Section 402 of the Code and Section 401(a)(31) of
the Code.  An Eligible Rollover Distribution shall mean any
distribution of all or any portion of a Participant's Accrued
Benefit other than:  (i) A distribution that is 1 in a series of
substantially equal periodic payments made for the life (or life
expectancy) of the Participant or joint lives (or joint life
expectancy) of the Participant and his designated Beneficiary, or
for a specified period of 10 years or more; (ii) any portion of
a distribution required under Section 8.6, Section 8.7 or Section
8.8 of the Plan; and (iii) any 

                              25

portion of a distribution that is not includable in gross income
(determined without regard to the exclusion for net unrealized
appreciation with respect to Qualifying Employer Securities). An
Eligible Retirement Plan shall mean 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
<PAGE>


annuity plan described in Section 403(a) of the Code, or a
qualified trust described in Section 401(a) of the Code.

     Section 8.2. Death.  Upon the death of a Participant prior
to his retirement or other termination of employment, or prior to
commencement of his benefits, the Company shall direct
the Trustee to distribute his Accrued Benefit to his surviving
spouse or, if there is no surviving spouse or the surviving
spouse consents or such consent is not required, to his
designated Beneficiary or Beneficiaries, if any, otherwise to the
duly appointed, qualified and acting personal representative,
executor or administrator of the estate of such deceased
Participant.

          (a) Beneficiary Designation:  Each Participant may,
     from time to time, designate in writing to the Company the
     name or names of any Beneficiary or Beneficiaries and/or
     contingent Beneficiary entitled to receive any benefits
     which may be payable under the Trust in the event of his
     death.  Any such designation may be changed or revoked by
     a Participant at any time and from time to time by
     appropriate instrument signed in writing and delivered to
     the Company.

          (b) Consent of Spouse:  Any designation by a married
     Participant of a Beneficiary or Beneficiaries other than
     his spouse under the foregoing provisions of this Section
     8.2 shall not be effective unless:  (i) The designation
     either designates a specific Beneficiary, including any
     class of Beneficiaries or contingent Beneficiaries, which
     may not be changed without the spouse's further consent,
     or expressly permits the Participant to change his
     Beneficiary designation without the spouse's further
     consent; (ii) the spouse of the Participant consents in
     writing to such designation; (iii) such consent
     acknowledges the effect of such designation; (iv) if the
     designation permits the Participant to change his
     Beneficiary without the spouse's further consent, the
     consent acknowledges that the spouse has a right to
     limit consent to a specific Beneficiary and voluntarily
     relinquishes that right; and (v) such consent is witnessed
     by a Plan representative or a notary public.   However,
     the spouse's consent shall not be required if it is
     established to the satisfaction of a Plan representative
     that it cannot be obtained because there is no spouse,
     because the spouse cannot be located or because of such
     other circumstances as the Regulations may prescribe.





<PAGE>


          (c) Commencement of Distribution:  If the
     Participant's Accrued Benefit exceeds or at any time
     exceeded $5,000, distribution to his surviving
     spouse, if any, shall not commence prior to the later of
     what would have been the Participant's Normal Retirement
     Date or the date the Participant would have attained 62
     years of age, unless the Company provides the surviving
     spouse with notice of the payment options available and
     the right to defer distribution and obtains the spouse's
     written consent to distribution.  Such notice and consent
     shall satisfy the notice and consent requirements set
     forth in Section 8.4.

          (d) Method of Distribution:  Distribution shall be
     made to the Beneficiary in 1 or more of the methods
     described in Section 8.1; provided, however, that the
     direct rollover option shall be available only to a
     Beneficiary who is the Participant's surviving spouse or
     his former spouse who is the Alternate Payee under a
     Qualified Domestic Relations Order (both as defined in
     Section 9.2 of the Plan); and, provided further, that with
     respect to a Beneficiary who is a surviving spouse (but
     not with 

                              26

     respect to a former spouse who is an Alternate
     Payee), the Eligible Retirement Plan must be an individual
     retirement account or individual retirement annuity.

     Section 8.3. Termination of Employment.  If a Participant's
employment terminates other than because of his death, his
disability pursuant to Section 7.2, or after he has met the
requirements for normal or early retirement pursuant to Section
7.1 or Section 7.3, the nonforfeitable portion of his Accrued
Benefit shall be distributed to him by the Trustee at the
direction of the Company in accordance with Section 8.1 at his
Normal Retirement Date.  Distribution may be advanced to a date
earlier than his Normal Retirement Date if the Former
Participant so elects, in writing, in accordance with the
requirements of Section 8.4.  If the nonforfeitable portion of a
Former Participant's Accrued Benefit does not exceed $5,000 and
has never exceeded such amount, the Company may direct the
Trustee to distribute such benefit in a lump sum as promptly as
feasible following termination of his employment with or without
his consent, subject to his right to elect the direct rollover
option described in Section 8.1 in lieu of such lump sum payment. 
If a Former Participant dies prior to having received any part or
all of the nonforfeitable portion of his Accrued Benefit, the
Company shall direct the Trustee to distribute the remaining
balance thereof in accordance with Section 8.2.  Until
distributed in full, the Accrued Benefit of
<PAGE>


any such Former Participant shall be subject to the valuation
adjustment described in Article VI.

     Section 8.4. Payment Elections.  The Company shall direct
the Trustee to distribute the Accrued Benefit of a Participant in
accordance with any written request filed by the Participant or
his Beneficiary specifying the method or methods permitted under
this Article VIII by which he desires distribution.  If a
Participant's Accrued Benefit exceeds or at any time exceeded
$5,000 and he becomes entitled to distribution for any reason at
any time prior to the later of his Normal Retirement Date or the
date he attains 62 years of age, such benefit shall not
be distributed unless the Company provides the Participant with
notice of the payment options available to him and obtains his
written consent to distribution.  Such consent shall be valid
only if:  (a) The notice includes a general description of the
material features and an explanation of the relative values of
the optional forms of benefit available under the Plan, including
the direct rollover option described in Section 8.1; (b) the
notice advises the Participant of his right to defer
distribution; and (c) the consent is signed after such notice has
been received and no more than 90 days before payment commences. 
Such consent shall not be required if distribution commences on
account of or after the death of the Participant.

     Section 8.5. Commencement of Benefits.  Except as other-wise
provided in Section 8.3, any distribution under Section 8.1,
Section 8.2 or Section 8.3 shall generally be payable as soon as
administrative feasible following the Participant's retirement,
death or other termination of employment.  The Participant may
elect to postpone the distribution of his Accrued Benefit to a
later date, but not later than the Participant's Required
Beginning Date as defined in Section 8.6.  Unless otherwise
elected by the Participant, payment of benefits shall commence no
later than 60 days after the close of the Plan Year in which
occurs the latest of:  (a) The Participant's attainment of age 65
(or the Participant's Normal Retirement Date, if earlier) (b) the
Participant's employment with the Employer terminates, or (c) the
10th anniversary of the Participant's participation in the Plan
occurs; provided however, that if the amount of benefits cannot
be ascertained by such date, payment shall be retroactive to such
date, after ascertainment, and shall commence not later than 60
days after the amount is ascertained.  The failure of a
Participant to consent to a distribution as required by Section
8.4 shall be deemed to be an election to postpone payment
sufficient to satisfy this Section 8.5.  






<PAGE>


     Section 8.6. Required Beginning Date.  In accordance with
Section 401(a)(9) of the Code and the Regulations thereunder,
distribution of a Participant's Accrued Benefit shall commence no
later than his "Required Beginning Date," determined as follows:

                              27

          (a) General Rule:  The Required Beginning Date of a
     Participant who is not a 5% owner shall be the first day
     of April of the calendar year following the calendar year
     in which the later of his retirement or attainment of age
     70 and one-half occurs.

          (b) 5% Owners:  The Required Beginning Date of a
     Participant who is a 5% owner (as defined in Section
     416(i) of the Code but without regard to whether the Plan
     is top-heavy) with respect to the Plan Year in which the
     Employee attains age 70 1/2 shall be the first day of April
     following the calendar year in which he attains age 70 1/2. 
     Once distributions have begun to a 5% owner under this
     Section, they shall continue to be distributed even if he
     ceases to be a 5% owner in a subsequent year.

          (c) Transition Rule: If the Required Beginning Date
     of a Participant who is not a 5% owner occurred prior to
     1997 under the provisions of this Section 8.6 in effect
     under the Prior Plan and such Participant has not retired,
     such Participant may but is not required to elect to have
     his Required Beginning Date deferred to the date
     determined under paragraph (a).

     Section 8.7. Non Lump Sum Distributions.  If not made in a
lump sum payment, distributions may only be made over one of the
following periods (or a combination thereof) in accordance with
Section 401(a)(9) of the Code and the Regulations thereunder:

          (a) The life of the Participant;

          (b) the life of the Participant and a designated
     Beneficiary;

          (c) a period certain not extending beyond the life
     expectancy of the Participant; or

          (d) a period certain not extending beyond the joint
     and last survivor expectancy of the Participant and a
     designated Beneficiary.

If the Participant's entire Accrued Benefit is to be distributed
pursuant to (c) or (d) above, the amount to be distributed for
each year, commencing with the calendar year in which the
Participant's Required Beginning Date occurs, must be at least an
<PAGE>


amount equal to the quotient obtained by dividing the entire
Accrued Benefit by the life expectancy of the Participant or the
joint and last survivor expectancy of the Participant and
designated Beneficiary.  Life expectancy and joint and last
survivor expectancy shall be computed by the use of the return
multiples contained in Section 1.72-9 of the Regulations.  For
purposes of this computation, the life
expectancy of the Participant and spouse may be recalculated no
more frequently than annually; however, the life expectancy of a
nonspouse Beneficiary may not be recalculated.  If the spouse
is not the designated Beneficiary, the method of distribution
selected must assure that more than 50% of the present value of
the amount available for distribution will be paid within the
life expectancy of the Participant.  If the spouse is not the
designated Beneficiary, the method of distribution selected must
assure a minimum annual payment for each year, beginning with the
calendar year in which the Participant's Required Beginning Date
occurs, in an amount determined in accordance with Section
1.401(a)(9)-2 of the Regulations.

     Section 8.8. Death Distribution Provisions.  If a
Participant dies after distribution of his Accrued Benefit has
commenced, the remaining portion of such Accrued Benefit shall
continue to be distributed at least as rapidly as under the
method of distribution being used prior to his death.  If a
Participant dies before distribution of his Accrued Benefit has
commenced, the entire Accrued Benefit shall be distributed no
later than the last day of the calendar year in which the 5th
anniversary of the 

                              28

Participant's death occurs, except to the extent that an election
is made to receive distributions in accordance with (a) or (b)
below and Section 401(a)(9) of the Code and the Regulations
thereunder:

          (a) If any portion of the Participant's Accrued
     Benefit is payable to a designated Beneficiary,
     distributions may be made in substantially equal
     installments over the life or life expectancy of the
     designated Beneficiary commencing no later than the last
     day of the calendar year following the calendar year of
     the Participant's death; and

          (b) if the designated Beneficiary is the
     Participant's surviving spouse, the date distributions are
     required to begin shall not be earlier than the last day
     of the calendar year in which the Participant would have
     attained age 70 1/2, and, if the spouse dies before payments


<PAGE>


     begin, subsequent distributions shall be made as
     if the spouse had been the Participant.

For purposes of this Section 8.8, life expectancy shall be
calculated by use of the return multiples specified in Section
1.72-9 of the Regulations based on the attained age of the
Beneficiary as of his birthday in the calendar year of 
distribution.  Life expectancy of a surviving spouse may be
recalculated annually; however, in the case of any other
designated Beneficiary, such life expectancy shall be calculated
at the time payment first commences without further
recalculation.   Furthermore, for purposes of this Section 8.8,
any amount paid to a child of the Participant shall be treated as
if it had been paid to the surviving spouse if the amount becomes
payable to the surviving spouse when the child reaches the age of
majority.

     Section 8.9. Forfeitures.  If a distribution is made from
the Plan and Trust to any Participant, pursuant to Section 8.3 or
pursuant to any other provision of this Plan and Trust, at
a time when the nonforfeitable percentage of his Accrued Benefit
in his Company Contribution Account is less than 100% and prior
to the time that he incurs a Period of Severance exceeding 60
months, the Company shall comply with the requirements of either
paragraph (a) or paragraph (b) of this Section 8.9, or a
combination thereof, pursuant to uniform rules so that all
Participants are treated similarly under similar circumstances.

          (a) Cash Out:  The portion of such Participant's
     Accrued Benefit which has not yet become nonforfeitable
     may be forfeited in the Plan Year in which the
     distribution occurs; provided, however, that if the
     Participant resumes employment covered under this Plan on
     or before the date he incurs a Period of Severance
     exceeding 60 months following the date of distribution,
     his Accrued Benefit shall be restored.  Notwithstanding
     any other provision of this Plan, the amounts to be
     so restored may come from other forfeitures, Company
     contributions, or Trust earnings.  For purposes of this
     Section 8.9, if the value of the nonforfeitable portion of
     a Participant's Accrued Benefit is $0.00, he shall be
     deemed to have received a distribution of such Accrued
     Benefit upon termination of his employment.  If the amount
     distributed to the Participant is less than the entire
     nonforfeitable portion of his Accrued Benefit in his
     Company Contribution Account, the part of such Accrued
     Benefit which is not nonforfeitable that may be forfeited
     in the Plan Year of distribution shall be the total
     portion of such Accrued Benefit which is not
     nonforfeitable 

                              29
<PAGE>


     multiplied by a fraction, the numerator of which is the
     amount of the distribution and the denominator of which is
     the total nonforfeitable portion of such Accrued Benefit.

          (b) Special Account:  If at the end of the Plan Year
     in which the distribution occurs the entire portion of his
     Accrued Benefit which is not nonforfeitable has not been
     forfeited in accordance with the provisions of paragraph
     (a) of this Section 8.9, then, thereafter, at any relevant
     time, the nonforfeitable amount of such Participant's
     Accrued Benefit in his Company Contribution Account shall
     be not less than an amount ("X") determined by the
     formula X = P(AB+D) - D where:  P is the nonforfeitable
     percentage at the relevant time; AB is the Accrued Benefit
     in his Company Contribution Account at the relevant time;
     D is the amount of the distribution; and the relevant time
     is when he incurs a Period of Severance exceeding 60
     months.  At the end of the Plan Year when any terminated
     Participant incurs a Period of Severance exceeding 60
     months, that portion, if any, of his Accrued Benefit to
     which he has not acquired a nonforfeitable interest and
     which has not already been forfeited pursuant to paragraph
     (a) of this Section 8.9 shall be forfeited.

Any amount so forfeited pursuant to the foregoing provisions of
this Section 8.9 or pursuant to any other provisions of this Plan
and Trust shall be applied to reduce the contribution of the
Company which originally contributed the amount so forfeited for
the Plan Year in which the forfeiture occurs and for each
succeeding Plan Year until exhausted; and that portion, if any,
of the Participant's Accrued Benefit to which he had acquired a
nonforfeitable interest, if not already
distributed, shall be distributed to him as provided in Section
8.3.  If more than 1 Company has contributed amounts which are
forfeited by a Participant, such amounts shall be applied to
reduce the contributions of such Companies in proportion to the
amount of contributions made by each such Company and allocated
to such Participant.

     Section 8.10. Restrictions on Distribution of Pre-tax
Contributions.  The portion of a Participant's Accrued Benefit
allocated to his Pre-tax Contribution Account shall not be
distributed to the Participant or his Beneficiary prior to his
termination of employment, death or disability, except under the
following circumstances:







<PAGE>


          (a) Termination of the Plan without the establishment
     by the Employer of another Defined Contribution Plan that
     is a "successor plan" as defined in Section
     1.401(k)-1(d)(3) of the Regulations;

          (b) the disposition by the Employer to an unrelated
     corporation of substantially all of the assets (within the
     meaning of Section 409(d)(2) of the Code) used in a trade 
     or business of such Employer if the Employer continues to
     maintain this Plan after the disposition, but only with
     respect to former Employees who continue employment with
     the unrelated corporation acquiring such assets;

          (c) the disposition by the Employer to an unrelated
     entity of such Employer's interest in a subsidiary (within
     the meaning of Section 409(d)(3) of the Code) if such
     Employer continues to maintain this Plan, but only with
     respect to former Employees who continue employment with
     such subsidiary;

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

          (e) the hardship of the Participant as described in
     Section 8.11.

Distributions that may be made pursuant to 1 or more of the
foregoing distributable events (other than that described in
paragraph (a) above) shall be subject to the consent requirements
of Section 8.4.

     Section 8.11. Distribution on Account of Financial Hardship. 
In the event of financial hardship (as defined below), a
Participant may file a written request with the Company for
distribution 

                              30

of a portion of his Accrued Benefit in his Pre-tax Contribution
Account.  If the Company determines that distribution can be made
consistent with the requirements of this Section 8.11 and all
applicable laws, the Company shall direct the Trustee to and the
Trustee shall, upon the written direction of the Company,
distribute to the Participant such amounts, in such manner, and
at such times as the Company shall direct, and the Accrued
Benefit of such Participant shall be reduced by the amount or
amounts so distributed.  Hardship distributions shall be subject
to the following requirements:

          (a) Financial hardship shall mean an immediate and
     heavy financial need of the Participant where such
     Participant lacks other available resources and the
     distribution is necessary to satisfy the financial need.
<PAGE>


          (b) The following financial needs shall be considered
     immediate and heavy:

              (i)   Deductible medical expenses (within the
     meaning of Section 213(d) of the Code) of the Participant,
     the Participant's spouse, children or dependents;

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

              (iii) payment of tuition and related fees for up
     to the next 12 months of post-secondary education for the
     Participant, the Participant's spouse, children or
     dependents;

              (iv)  the need to prevent eviction of the
     Participant from, or a foreclosure on the mortgage of, the
     Participant's principal residence; or

              (v)   such other immediate and heavy financial
     needs as the Commissioner of the Internal Revenue Service
     may specify through the publication of revenue rulings or
     other notices of general applicability.

          (c) A distribution shall be considered to be necces-
     sary to satisfy an immediate and heavy financial need of
     the Participant if:

              (i)   The Participant has first obtained all
          distributions, other than hardship distributions, and
          all nontaxable loans available to him under all
          qualified plans maintained by the Employer;

              (ii)  all contributions made on behalf of the
          Participant pursuant to 1 or more salary reduction
          agreements and all nondeductible Employee contribu-
          tions to all qualified plans maintained by the
          Employer are suspended for 12 months after the
          Participant's receipt of the hardship distribution;

              (iii) the distribution is not in excess of the
          amount of the immediate and heavy financial need
          (plus any taxes payable on account of such
          distribution); and

              (iv)  the Participant does not make any further
          contributions pursuant to a salary reduction agree-
          ment to this or any other qualified plan maintained
          by the Employer for the Participant's taxable year
          immediately following the year in which the hardship
         

<PAGE>


          distribution occurs in excess of the

                              31

          applicable limit under Section 402(g) of the Code for
          such taxable year less the amount contributed on
          behalf of such Participant pursuant to 1 or more
          salary reduction agreements for the taxable year in
          which the hardship distribution occurred.

          (d) Earnings accrued on a Participant's Pre-tax
     Contribution Account shall not be distributed pursuant to
     this Section 8.11.

     Section 8.12. Withdrawal or Application of After-tax
Contributions.  Subject to the provisions of this Section 8.12,
a Participant may withdraw his Accrued Benefit derived from his
after-tax contributions at any time in accordance with uniform
rules established by the Company from time to time.  For the 1998
Plan Year, any withdrawal from his Accrued Benefit derived
from the Participant's after-tax contributions shall be deemed to
be made first from contributions for such Plan Year and must be
of the entire amount of such contributions.  Any additional
withdrawals or withdrawals made in subsequent years must be of at
least the lesser of $500 or 100% of the total Accrued Benefit
derived from the Participant's after-tax contributions for prior
Plan Years.  For tax accounting purposes, withdrawals shall be
charged first against after-tax contributions made prior to 1987,
until exhausted, then against the Accrued Benefit derived from
after-tax contributions made after 1986, until exhausted, and
finally against earnings, if any, on
contributions made prior to 1987.  A Participant may also direct
that all or any part of his Accrued Benefit derived from his own
after-tax contributions may be withdrawn and applied
against any withholding required because of a distribution to
such Participant under Section 8.14.   Any such direction shall
be made at such time and in accordance with such rules as the
Company shall establish.  Except as specifically otherwise
provided in the preceding two sentences, any such application
shall be deemed a withdrawal and all provisions of this Plan and
Trust relating to the withdrawal of a Participant's Accrued
Benefit derived from his own after-tax contributions shall be
applicable to such application.

     Section 8.13. Form of Distribution.  Distributions under
this Plan and Trust of the portion of a Participant's Accrued
Benefit consisting of Qualifying Employer Securities contributed
by the Company shall generally be made in whole shares of
Qualifying Employer Securities and cash in lieu of any fractional
shares.  The Participant may, however, elect to have the Trustee
sell the Qualifying Employer Securities

<PAGE>


allocated to his account on the open market and distribute the
proceeds to the Participant in cash.  A cash distribution may be
reduced by brokerage fees incurred by the Trustee in making such
sale.  Distribution of the remaining portion of a Participant's
Accrued Benefit may be made in cash and/or any other property.

     Section 8.14. Distributions During Employment. 
Notwithstanding any other provision of this Plan and Trust,
distributions may be made to Plan Participants who are active
Employees in accordance with the following terms:

          (a) From and after the 5th anniversary of the
     commencement of his participation in the Plan, each
     Participant shall have the right to elect at any time
     to have a portion or all of his nonforfeitable Accrued
     Benefit in his Company Contribution Account distributed to
     him.  However: (i) In no event shall the amount
     distributed be less than the lesser of $500 or 100% of the
     total nonforfeitable portion of the Participant's Accrued
     Benefit in his Company Contribution Account; and (ii) if
     the Participant has not been a Participant for at
     least 5 full Plan Years, in no event shall the amount
     distributed exceed the portion of his Accrued Benefit in
     his Company Contribution Account which has been in
     the Plan and Trust for at least 2 years.  

                              32

          (b) If:  (i) An Employee who is eligible to
     participate in the Plan has not contributed to the Plan
     for 2 years and has no balance in his Pre-Tax  
     Contribution Account and his After-tax Contribution
     Account; (ii) such Employee has been a Participant for at
     least 5 full Plan Years or his Accrued Benefit derived
     from Company contributions has been in the Plan for at
     least 2 years; and (iii) his Accrued Benefit derived from
     Company contributions is fully nonforfeitable and
     does not exceed and has never exceeded $5,000, such
     Employee's Accrued Benefit' may be distributed to him in a
     lump sum as soon as feasible after fulfillment of the
     foregoing conditions.

          (c) A Participant who continues to be an Employee of
     the Employer after he has attained age 59 1/2 may elect in
     writing to commence distribution of any part or all of his
     Accrued Benefit any time after he attains age 59 and one-
     half.  





<PAGE>


                           ARTICLE  IX

SPENDTHRIFT  TRUST  AND  QUALIFIED  DOMESTIC  RELATIONS  ORDERS

     Section 9.1. Prohibition Against Alienation.  Each and every
distribution, transfer or payment of any of the Trust funds, or
property into which the same may be converted, either of
principal or income, made by the Trustee shall be made only to
the persons entitled thereto under the provisions of this Plan
and Trust (or, in the case of any minor Beneficiary, to the legal
guardian of such minor or the minor directly, as the Company may
determine) and not to any assignee or transferee of any such
person, and shall be free from anticipation or alienation,
voluntary or involuntary.  No money or other property, whether
principal or income, payable or distributable under the
provisions of this Trust, shall be pledged, assigned,
transferred, sold or in any manner whatsoever anticipated,
charged or encumbered by any Participant or by any of the
Beneficiaries, heirs, executors or administrators of any
Participant, nor shall the same be liable in any manner, while in
the possession of the Trustee, for the debts, obligations or
liabilities of any such person, voluntary or involuntary, or for
any claim, legal, equitable or otherwise, against any such
person, including claims for alimony or for the support of any
spouse, and any attempted assignment, anticipation or other
disposition of any such interest shall be not merely voidable,
but absolutely null and void.  The foregoing provisions of this
Section 9.1 shall apply to the creation, assignment, or
recognition of a right to any benefit payable with respect
to a Participant pursuant to a domestic relations order except
that such provisions shall not apply to a domestic relations
order that is determined to be a Qualified Domestic Relations
Order as described in Section 9.2.

     Section 9.2. Compliance with Qualified Domestic Relations
Orders.  Notwithstanding the provisions of Section 9.1, the
Company shall direct the Trustee to comply with a domestic
relations court order calling for the distribution of all or a
portion of a Participant's nonforfeitable Accrued Benefit to any
current or former spouse, child or other dependent of the
Participant (the "Alternate Payee") if such order is determined
to be a Qualified Domestic Relations Order within the meaning of
Section 414(p) of the Code.  A domestic relations order shall be
determined to be a Qualified Domestic Relations Order if each of
the following conditions is met:

          (a) The order specifies the name and last known mailing
address of the Participant and the name and mailing address of
each Alternate Payee covered by the order.

                              33

<PAGE>


          (b) The order specifies the amount or percentage of
     the Participant's nonforfeitable Accrued Benefit to be
     paid by the Plan to each such Alternate Payee, or the
     manner in which such amount is to be determined.

          (c) The order specifies the number of payments or
     period to which such order applies.

          (d) The order specifies that it applies to the Plan.

          (e) The order does not require payment of any type or
     form of benefit, or any option, not otherwise provided
     under the Plan.

          (f) The order does not require the Plan to provide
     increased contributions.

          (g) The order does not require the payment of
     benefits under the Plan to an Alternate Payee which are
     required to be paid to another Alternate Payee under
     another order previously determined to be a Qualified
     Domestic Relations Order.

For purposes of this Section 9.2, a domestic relations order
shall mean any judgment, decree, or order, including approval of
a property settlement, which relates to the provision of child
support, alimony payments, or marital property rights to  a
spouse, child, or other dependent of a Participant and which is
made pursuant to state domestic relations law (including
community property law).  Notwithstanding the restriction in
paragraph (e) above, even if a Participant continues to be an
Employee of the Employer, a Qualified Domestic Relations Order
may require payments to an Alternate Payee to commence on the
earlier of:  (a) The date on which the Participant is entitled to
a distribution under the Plan; or (b) the later of (i) the date
the Participant attains age 50 or (ii) the earliest date on which
the Participant could commence benefits under the Plan if he
separated from service with the Employer, and the amount of such
payments to the Alternate Payee shall be calculated as if the
Participant had retired on the date on which such payments
commence under the Qualified Domestic Relations Order.  A
domestic relations order may require payment of benefits to an
Alternate Payee in any form in which benefits may be paid to the
Participant under the Plan.  In the case of a domestic relations
order entered prior to 1985, the Company shall treat such order
as a Qualified Domestic Relations Order if the Plan is paying
benefits pursuant to such order on such date, and may treat such
order as a Qualified Domestic Relations Order even if it does not
meet the requirements of Section 414(p) of the Code.



<PAGE>


     Section 9.3. Procedure to Determine Status and Notice.  When
the Company receives a domestic relations order which purports to
be a Qualified Domestic Relations Order, the
Company shall promptly notify the Participant and any Alternate
Payee of the receipt of such order and of the procedures for
determining the qualified status of domestic relations orders. 
Upon the receipt of the domestic relations order, the Company
shall have at least 60 days, or such other reasonable time period
as may be prescribed by Regulations, within which to determine
whether the court order is a Qualified Domestic Relations Order. 
While the status of the order is being reviewed by the Company
(or by a court of competent jurisdiction) to determine whether it
is qualified, the Company shall direct the Trustee to separately
account for the amounts which would be payable to an Alternate
Payee during such period if the order was a Qualified Domestic
Relations Order.  If within the 18-month period beginning with
the date on which the first payment would be required to be made
under the domestic relations order it is determined by the
Company to be a Qualified Domestic Relations Order, the Company
shall direct the Trustee to pay any amount separately accounted
for, plus interest, to the Alternate Payee.  If within the
18-month period it is determined that the domestic relations
order is not qualified or if the issue is not resolved, the
Company shall direct the Trustee to pay any amount separately
accounted for, plus interest, to the person or persons who would
have been entitled to such 

                              34

amount had there been no order.  Any determination that an order
is a Qualified Domestic Relations Order which is made after the
close of the 18-month period shall apply prospectively only. 
When the Company determines whether the domestic relations order
is qualified, it shall notify the Participant and each Alternate
Payee of its determination.

     Section 9.4. Distribution Pursuant to QDRO. Notwithstanding
any other provision of this Plan and Trust, if some or all of a
Participant's Accrued Benefit is required by the terms of a
Qualified Domestic Relations Order to be distributed to an
Alternate Payee, the Alternate Payee's portion of the benefit
shall be distributed in accordance with the terms of the
Qualified Domestic Relations Order any time after entry of such
order and the election of the Alternate
Payee, even if the Participant is still an Employee of the
Employer and the Participant's benefit would not otherwise be
distributable under the terms of this Plan.  Any such election by
the Alternate Payee shall be subject to the notice and consent
requirements of Section 8.4.



<PAGE>


                           ARTICLE  X

                         ADMINISTRATION

     Section 10.1. Authority.  Except to the extent the Company
otherwise designates pursuant to the provisions of Section 10.5,
the Company shall be the Plan administrator and the
named fiduciary as defined in Section 402(a)(1) of ERISA and
shall have authority to control and manage the operation and
administration of the Plan.

     Section 10.2. Rights, Powers and Duties.  The Company shall
have such discretionary authority as may be necessary to
discharge its responsibilities under the Plan, including, without
limitation, the following powers, rights and duties:

          (a) To interpret and construe the provisions of the
     Plan;

          (b) to adopt such rules of procedure and regulations
     as are consistent with the provisions of the Plan and as
     it deems necessary and proper;

          (c) to establish and carry out a funding policy and
     method consistent with the purposes of the Plan and the
     requirements of applicable law, as may be appropriate from
     time to time;

          (d) to select the investment funds among which
     Participants may direct the investment of their accounts; 

          (e) to direct the Trustee with respect to the voting,
     purchase, retention and sale of Qualifying Employer
     Securities as described in paragraph (l) of Section 11.1;

          (f) to determine all questions relating to the
     eligibility, benefits and other Plan rights of Employees,
     Participants and Beneficiaries;

          (g) to maintain and keep adequate records concerning
     the Plan and concerning its proceedings and acts in such
     form and detail as the Company may decide;

                              35

          (h) to employ agents, attorneys, actuaries,
     accountants or other persons (who may also be employed by
     or represent the Company or the Trustee) for such
     purposes as the Company considers necessary or desirable; 

          (i) to engage the services of a Contract
     Administrator in accordance with the provisions of Section
<PAGE>


       10.8; and

          (j) to designate any officer or other Employee of the
     Company or any other individual to carry out any of the 
     Company's duties, including all or any part of its
     authority to manage and control the operation and
     administration of the Plan.  The Company shall furnish the
     Trustee with the names and specimen signatures of any such
     officer, Employee or individual and shall promptly notify
     the Trustee of the termination of authority of any such
     person.  A written statement signed by any such person may
     be relied upon by the Trustee or any other person.

     Section 10.3. Application of Rules.  In operating and
administering the Plan, the Company shall apply all rules of
procedure and regulations adopted by the Company in a uniform
and nondiscriminatory manner so that all Employees, Participants
and Beneficiaries are treated similarly under similar
circumstances.

     Section 10.4. Delegation to Committee.  The Company shall
have the right to designate a committee consisting of at least 2
persons to carry out any and/or all of its responsibilities of
control and management of the operation and administration of the
Plan.  If, but only if, the Company designates such a committee,
the remaining provisions of this Section 10.4 shall be
applicable.  A member of the committee may resign at any time by
mailing to the Company a written notice of resignation addressed
to the Company or by delivering written notice of such
resignation to the Company.  The Company may remove any member of
the committee by written notice mailed or delivered to such
member.  Any such resignation or removal shall occur
on the date specified in the notice, but not less than 30 nor
more than 60 days following the date of delivery or mailing of
such notice, provided, however, that such notice period may be
waived by the party receiving the notice.  In the event of the
death, removal or resignation of a member of the committee, the
Company may appoint a successor unless such death, resignation or
removal results in the committee having less than 2 members, in
which event the Company shall appoint such a successor.  The
committee shall act by a majority of its members either at a
meeting or by a written consent without a meeting.  The committee
may appoint a Secretary and Chairman.  The Company shall furnish
the Trustee with the names and specimen signatures of the members
of the committee and shall promptly notify the Trustee of the
termination of office of any member of the committee and the 
appointment of a successor.  Any written statement or direction
signed by a majority of the members of the committee may be
relied upon by the Trustee or any other person.



<PAGE>


     Section 10.5. Plan Administrator and Named Fiduciary.  In
addition to the Company's right to delegate under paragraph (j)
of Section 10.2 and Section 10.4, the Company may also
designate any individual described in paragraph (j) of Section
10.2 or the committee described in Section 10.4 as the Plan
administrator or named fiduciary.

     Section 10.6. Indemnification.  The Company shall indemnify
the committee described in Section 10.4 (including each member
thereof), and any and all other officers, Employees or directors
of the Company to whom it or the committee has delegated any
fiduciary duties, against any and all claims, losses, damages,
expenses, and liabilities arising from their responsibilities in
connection with the Plan, unless the same is determined to be due
to gross negligence or willful misconduct.

                              36

     Section 10.7. Expenses.  Eligible expenses incurred by the
Company or the Trustee with respect to the employment of agents,
attorneys, actuaries, administrators or other persons pursuant to
the terms and provisions hereof, including expenses incurred with
respect to maintaining the Plan and Trust's qualified and exempt
status, respectively, shall be paid from the Trust fund unless
paid by the Company.

     Section 10.8. Contract Administrator.  Pursuant to the terms
of a written agreement the Company may engage the services of an
independent company which provides professional plan
administration services (a "Contract Administrator") to perform,
without discretionary authority or control, certain
administrative functions required for proper administration of
the Plan.  Such administrative duties shall be performed within
the framework of policies, interpretations, rules, practices and
procedures made by the Company or other Plan fiduciary and in
accordance with the written agreement between the parties.  Any
action made or taken by the Contract Administrator may be
appealed by an affected Participant to the Company in accordance
with the claims review procedures provided in Section 10.10. 
Decisions which require interpretation of
Plan provisions shall be deferred to the Company or other Plan
fiduciary for resolution.  The Contract Administrator shall not
be considered a fiduciary of the Plan with respect to services it
provides as Contract Administrator. 

     Section 10.9. Claims Procedure.  Claims for benefits shall
be filed with the Company on forms supplied by it.  If a claim is
denied, in whole or in part, the claimant shall be furnished
with notice of the denial within 90 days of the date that the
initial claim was filed.  However, if special circumstances
require an extension, written notice of an extension (which may

<PAGE>


not exceed 90 days) shall be given to the claimant prior to the
end of the initial 90-day period.  The written denial of any
claim shall contain the specific reasons for the denial, a
reference to the pertinent Plan provisions on which the denial
was based, a description of any additional materials required for
the claimant to perfect the claim (with an explanation of why
such material is necessary), and an explanation of the claims
review procedures of Section 10.10.

     Section 10.10. Claims Review.  Any Participant or
Beneficiary who has had a claim denied, in whole or in part, may
appeal, in writing, to the Company.  The appeal must be filed
with the Company not later than 60 days after the claimant has
received notice of the denial of his claim.  The Company shall
furnish the claimant a written decision regarding the appeal
within 60 days from the date the appeal was filed.  If special
circumstances require additional time for processing the appeal,
a decision on appeal shall be made as soon as possible, but in no
event later than 120 days following the date on which the appeal
was filed.

                           ARTICLE  XI

                          THE  TRUSTEE

     Section 11.1. General Powers.  Except to the extent that the
Trustee is designated as a Directed Trustee in accordance with
the provisions of Article XX, and subject to other provisions of
this Plan and Trust, including the provisions in paragraph (e) of
Section 10.2 giving the Company the right of direction with
respect to certain matters involving Qualifying Employer
Securities, the provisions of Section 12.4 relating to the rights
of Participants to direct the investment of their accounts, and
the provisions of Section 12.2 relating to the appointment of an
investment manager, the Trustee shall have exclusive authority
and discretion to manage and control the assets of the Plan, and
shall have the following powers, rights and duties in addition to
those provided elsewhere herein or by law:

                              37

          (a) To have the custody and care of all securities,
     funds and other property of the Trust fund, and to
     receive, hold and administer all funds and property
     deposited with the Trustee from time to time by the
     Company, and the income therefrom, and to hold uninvested
     or to invest and reinvest said amounts from time to time
     in property of any kind whatsoever, real or personal,
     domestic or foreign, including, without limitation,
     stocks, common and preferred, shares or participations in
     any common fund, trust or participation certificates,

<PAGE>


     interests in investment companies whether open-end or
     closed-end, options, leaseholds, fee titles, bonds, notes,
     debentures, mortgages, deeds of trust and real estate.

          (b) To sell, exchange, convey, transfer or otherwise
     dispose of any property held by the Trustee, by private
     contract or at public auction, for cash or on credit and   
     no person dealing with the Trustee shall be bound to see
     to the application of the purchase money or to inquire
     into the validity, expediency or propriety of any such
     sale or other disposition.

          (c) To vote upon any stocks, bonds or other 
     securities, to give general or special proxies or limited
     powers of attorney with or without power of substitution;
     to exercise any conversion privileges, subscription rights
     or other options and to make any payments incidental
     thereto; to oppose, to consent to or otherwise to
     participate in corporate reorganizations or other changes
     affecting corporate securities and to delegate
     discretionary powers and to pay any assessments or charges
     in connection therewith; to deposit the securities of any
     issuers in any voting trust or with any protective or like
     committee or trustee; and generally to exercise any of the
     powers of an owner with respect to stocks, bonds,
     securities or other property held by the Trust funds.

          (d) To settle, compromise or arbitrate any claim,
     debt or obligation due to or from the Trustee, to pay,
     satisfy and collect judgments, to commence, defend, settle
     or otherwise dispose of actions or suits at law or in
     equity and to represent the Trust in all suits or legal
     proceedings in any court of law or before any other body
     or tribunal; provided, however, that the Trustee shall not
     be required to institute or continue litigation unless the
     Trustee is in possession of adequate funds for that
     purpose or indemnified to its satisfaction by the Company  
     against counsel fees and all other expenses and
     liabilities to which the Trustee may be subjected by any
     such action.

          (e) To make, execute, acknowledge and deliver any and
     all documents of transfer and conveyance and any and all
     other instruments that may be necessary or appropriate to
     carry out the powers herein granted.

          (f) To make, execute, incur, enter into and perform
     contracts, agreements, obligations and evidences of
     indebtedness of the Trust; to execute, deliver or endorse
     negotiable or nonnegotiable obligations of or belonging to
     the Trust; to borrow money upon such terms and conditions
     as the Trustee shall deem advisable and to pledge any part
<PAGE>


     of the Trust as security therefor.

          (g) To cause any property of the Trust to be issued,
     held or registered in the name of the Trustee without 
     qualification or description, or in the Trustee's
     name as Trustee hereunder, or in the name of a nominee or
     nominees without qualification or description; and to hold
     such property unregistered or in a condition which will
     enable the transfer of title by delivery.

                              38

          (h) To collect all the income and profits of the
     Trust, and to pay all taxes, assessments and other legal
     charges upon all property belonging to the Trust, and all
     expenses growing out of the preservation and
     administration of the Trust; and to determine the method
     of accounting.

          (i) To select depositories and/or custodians, which
     may include the Trustee or any bank or trust company
     affiliated with the Trustee, for the deposit, care,
     custody and safekeeping of any and all funds, securities
     and/or property of the Trust.

          (j) To keep such books and records, and prepare and
     render such reports as are herein provided.

          (k) To invest and reinvest all or any part of the
     Trust through the medium of any common, collective or
     commingled trust fund maintained by the Trustee, as the
     same may have heretofore been or may hereafter be
     established or amended, for the collective investment of
     funds held by the Trustee in a fiduciary capacity for
     plans qualified under the provisions of Section 401(a) and
     exempt under the provisions of Section 501(a) of the Code. 
     During such period of time as an investment through any
     such medium shall exist, the Declaration of Trust of such
     fund (the "Declaration of Trust") shall constitute a part
     of this Plan and Trust.  Notwithstanding any other
     provision of the Plan and Trust, the Trustee may commingle
     the assets from the Trust with the money of trusts created
     by others, by causing such assets to be invested as a part
     of any one or more of the collective funds created by the
     Declaration of Trust and assets of this Trust so added to
     any of the collective funds at any time shall be subject
     to all of the provisions of the Declaration of Trust as it
     may be amended from time to time.

          (l) As and to the extent so directed by the Company,
     to invest any portion or all of the Trust fund in
     Qualifying Employer Securities, and, as and when directed
<PAGE>


     by the Company, to acquire, sell, or vote any such
     securities upon such terms and conditions and in such
     manner as the Company shall direct; provided, however,
     that if such securities are purchased from or sold to the
     Company or any other party in interest (as defined in
     Section 3(14) of ERISA), any such purchase or sale shall
     be for adequate consideration and no commission shall be
     paid by the Trust fund with respect thereto.  The Trustee
     shall have no liability for the voting, purchase,
     retention or sale of Qualifying Employer Securities made
     pursuant to the Company's direction or for any action
     taken or not taken by the Trustee with respect to
     Qualifying Employer Securities if the Company fails to
     direct the Trustee as required by paragraph (e) of Section
     10.2.

          (m) Generally, to do and perform all acts and things
     which the Trustee in the Trustee's absolute discretion may
     deem necessary or appropriate for the proper and
     advantageous preservation and administration of the Trust
     in the same manner and to the same extent as an individual
     might or could do with respect to his own property.

     Section 11.2. Books of Account.  The Trustee shall keep
books of account which shall show all receipts and expenditures
and shall be a complete record of the operation of the Trust;
and the Company may at any time demand of the Trustee an
accounting with respect to any and all accounts upon agreeing to
pay the necessary expenses of same. 

                              39

     Section 11.3. Judicial Settlement.  The Trustee shall be
entitled at any time to have ajudicial settlement of the
Trustee's account.  The Trustee may from time to time file with
the Company a statement or accounting of the Trustee's acts
hereunder and the Company may enter into an agreement approving
and allowing the same, and any such agreement shall be final,
binding and conclusive upon all persons and parties hereto or
claiming any interest hereunder and shall be a full discharge and
acquittance of the Trustee with respect to the matters set forth
in such statement or accounting.

     Section 11.4. Limited Purpose.  The Trustee is a party to
this agreement solely for the purposes set forth herein and to
perform the acts set forth herein, and no obligation or duty
shall be expected or required of the Trustee except as expressly
stated in this agreement.

     Section 11.5. Dispute over Payment.  In the event that any
dispute shall arise as to the persons as to whom payment and the
delivery of any funds or property shall be made by the 
<PAGE>


Trustee, the Trustee may retain such payment and/or postpone such
delivery until adjudication of such dispute shall have been made
in a court of competent jurisdiction and/or the Trustee shall
have been indemnified against loss to the Trustee's satisfaction.

     Section 11.6. Indemnification.  The Company shall indemnify,
defend and otherwise  hold harmless the Trustee, to the extent
allowed by law, for any loss, claim, liability, penalty,
surcharge or related expense arising out of or in connection with
any act or omission of the Company or other fiduciary with
respect to the Plan and Trust, including, without limitation, any
direction to the Trustee by the Company or other Plan fiduciary
or Participant which the Trustee
is required to follow under the terms hereof.  The Trustee shall
not be entitled to indemnity, however, in any case in which the
Trustee itself is guilty of negligence or willful misconduct or
breach of the Trustee's fiduciary duty.  The foregoing shall not
be construed to relieve the Trustee from the performance of any
duty it may have hereunder to any Participants and Beneficiaries.

     Section 11.7. Fees and Expenses.  The Trustee's fees for
administering this Trust shall be determined in accordance with
its published schedule of charges in effect at the time its
services are rendered, unless otherwise agreed upon by the
Company and the Trustee.  If there is no such schedule, the
Trustee's fees shall be such as may be mutually agreed upon by
the Company and the Trustee; provided, however, that in the event
the Trustee is an Employee of the Company, the Trustee shall not
receive a fee.  The Trustee's fees and any and all necessary
expenses incurred by the Trustee in administering this Trust
shall be paid from the Trust fund unless paid by the Company.  If
the Trustee is a trust company or other financial institution,
the Trustee may, with the consent of the Company, as part of the
Trustee's compensation for services provided to the Plan and
Trust, receive the earnings from any uninvested cash awaiting
investment into or distributions from the Trust.  The Trustee may
hold such uninvested cash without incurring any liability for the
payment of earnings on such uninvested cash.  

     Section 11.8. Resignation or Removal of Trustee.  Any
Trustee may resign by mailing to the Company a written notice of
resignation addressed to the Company or by delivering written
notice of such resignation to the Company.  The Company may
remove any Trustee appointed by it by written notice of such
removal mailed to such Trustee or by delivering written notice to
such Trustee.  Such resignation or removal shall take effect on
the date specified in the letter of removal but not less than 30
nor more than 60 days following the date of mailing or delivery
of such notice if it be not mailed, provided, however, that such
notice period may be waived by the


<PAGE>


party receiving such notice.  Upon such resignation or removal,
any and all expenses incurred by the Trustee in connection with
the settlement of such Trustee's accounts shall be paid from the
Trust fund unless paid by the Company.

                              40

     Section 11.9. Successor Trustee.  In no event shall the
death, resignation or removal of a Trustee terminate this Trust. 
The Company shall have the duty of forthwith appointing a
successor Trustee in the event of the death, resignation or
removal of all of the then acting Trustees or the sole then
acting Trustee, which successor Trustee shall be any individual
and/or bank and/or trust company it may desire.  Every successor
Trustee shall have all of the same full powers, rights, duties
and obligations as are herein specified with respect to each
original Trustee hereunder.

                          ARTICLE  XII

                           INVESTMENTS

     Section 12.1. General.  Except to the extent that the
Trustee is designated as a Directed Trustee in accordance with
the provisions of Article XX, and subject to the other provisions
of this Article XII, the Trustee shall be authorized and
empowered to invest and reinvest the principal and income of the
Trust in such securities or in such property, real or personal,
as the Trustee shall, in its discretion, deem appropriate. 

     Section 12.2. Appointment of Investment Manager.  The
Company may appoint an investment manager or managers to manage
any assets of the Plan, which may include the power to acquire
and dispose of any of such assets.  Any such investment manager
must be registered as an investment adviser under the Investment
Advisers Act of 1940, a bank as defined in that act, or an
insurance company qualified to perform services relating to the
management, acquisition and disposition of the Plan assets under
the laws of more than one state, and must
acknowledge in writing that he or it is a fiduciary with respect
to the Plan.

     Section 12.3. Protection of Trustee.  In the event that an
investment manager is appointed pursuant to Section 12.2, the
Trustee shall follow the direction of the investment manager
regarding the investment and reinvestment of the assets of the
Plan under the management of the investment manager, and the
Trustee shall have no responsibility for the investment and
reinvestment of such assets.  The Trustee shall be under no duty
or obligation to review any investments to be acquired, held or
disposed of pursuant to such direction nor to make

<PAGE>


any recommendations with respect to the disposition or continued
retention of any such investment.  The Trustee shall have no
liability or responsibility for acting or not acting pursuant to
the direction of, or failing to act in the absence of any
direction from, the investment manager.  The Company shall
indemnify the Trustee and hold it harmless from and against any
claim or liability which may be asserted against the Trustee
arising out of or in connection with any act or omission of the
investment manager or which may be asserted against the Trustee
by reason of its acting or not acting pursuant to any direction
from the investment manager or failing to act in the absence of
any such direction, in accordance with the provisions of Section
11.6.

     Section 12.4. Participant Direction of Investments.  Each
Participant shall have the right to direct the investment,
reinvestment, exchange, or disposal of the amount standing to his
credit in his After-tax Contribution Account, his Pre-tax
Contribution Account and any rollover account established
pursuant to Section 17.3 among such investment funds as may be
available from time to time under uniform rules and procedures
established by the Company.  In the limited circumstances
described in Section 12.5 and Section 12.6, a Participant shall
also have the right to direct the investment of assets other than
Qualifying Employer Securities held in his Company Contribution
Account.  The rules and procedures established by the Company
shall prescribe the investment funds available and the time and
manner in which any election may be made, modified and/or revoked
by a Participant.  The investment funds and the rules and
procedures for election may be modified from time to time by the
Company.  To the extent permitted under the procedures
established by the Company, such elections may be

                              41

accomplished by any electronic or telephonic means not otherwise
prohibited by law.  The Trustee shall act in
accordance with the Participant's directions to the extent such
directions are consistent with then applicable rules and
procedures and applicable law, and shall have no duty to question
any direction or to review any securities or other property or to
make any suggestions in connection therewith.  To the extent
permitted by law, the Trustee shall have no liability for any
loss of any kind which may result by reason of its actions taken
in accordance with the directions of the
Participant and in accordance with then applicable rules and
procedures.  If and to the extent a Participant does not direct
the Trustee with respect to investment of his accounts in
accordance with applicable rules and procedures, such accounts
shall be invested in such fund or funds selected by the Company
from time to time as the default investment fund for undirected
assets.  Notwithstanding any other provision of this Plan and 
<PAGE>


Trust, in no event shall any portion of the Participant's own
contributions or his Accrued Benefit resulting from his own
contributions be invested in Qualifying Employer Securities.

     Section 12.5. Voluntary Diversification of Company
Contribution Account.  A Participant who has satisfied the age
and service requirements for early retirement as described
in Section 7.3 shall have the right to begin diversifying the
assets in his Company Contribution Account into assets other than
Qualifying Employer Securities.  Once a Participant meets such
requirements, and once each calendar year thereafter, the
Participant may elect to have up to 25% of the Qualifying
Employer Securities then allocated to his Company Contribution
Account sold by the Trustee and invested as directed by the
Participant in accordance with the provisions of Section 12.4. 
The Participant cannot thereafter reinvest the proceeds within
the Trust in Qualifying Employer Securities.  
 
     Section 12.6. Proceeds from Sale of Qualifying Employer
Securities in Tender Offer.  From time to time the Company has
offered and may in the future offer to buy back a specified
number of its issued and outstanding shares by offering all of
its shareholders an opportunity to tender their shares for
purchase by the Company in a tender offer (a "Tender Offer").  If
and to the extent that the Company accepts the tender of
Qualifying Employer Securities held by the Trust, all proceeds
from the sale of Qualifying Employer Securities allocated to a
Participant's Company Contribution Account shall be invested by
the Trustee in accordance with the investment elections then in
effect for such Participant with respect to dividends allocated
to his Company Contribution Account.  Thereafter, the Participant
shall have the right to redirect the investment of the portion of
his Company Contribution Account that is no longer invested in
Qualifying Employer Securities among the investment funds
available from time to time in accordance with the provisions of
Section 12.4.

     Section 12.7. Loans to Participants.  The Trustee shall, if
so requested by a Participant and directed by the Company, make
a loan from the Trust to the Participant.  All such loans shall
be subject to the following requirements:

          (a) In granting or denying requests for loans, the
     Company shall act in a uniform and nondiscriminatory
     manner so that loans are available to all Participants on
     a reasonably equivalent basis.

          (b) Loans shall not be available to Participants who
     are Highly Compensated Employees in amounts greater than
     the amounts available to other Participants.


<PAGE>


          (c) Each loan, when added to the outstanding balance
     of all other loans to the Participant from the Trust or
     from any other qualified plan maintained by the Employer,
     shall not exceed the lesser of:

                              42

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

              (ii)  50% of the nonforfeitable Accrued Benefit
          of such Participant determined as of the most recent
          Valuation Date.

          (d) Each loan shall be evidenced by a promissory note
     signed by the Participant.

          (e) Each loan shall be adequately secured, and, for
     this purpose, notwithstanding the provisions of Section
     9.1, the Participant shall grant the Trustee a security
     interest in his Accrued Benefit or in such other
     collateral, or both, as the Company shall deem necessary
     in order to secure repayment of the loan.  If the loan is
     secured by the Participant's Accrued Benefit, the
     Participant shall consent, in writing, within the 90-day
     period before the loan is made, to the making of the loan
     and to any reduction of his Accrued Benefit which may
     thereafter be required in order to satisfy the
     Participant's obligation to the Plan.  Unless the
     Participant directs otherwise, the loan shall be deemed to
     be secured by that portion of his Accrued Benefit in his
     Pre-tax Contribution Account only if his Accrued Benefit
     in all of his other accounts is not sufficient to
     adequately secure the loan.

          (f) Each loan shall bear a reasonable rate of
     interest.

          (g) Each loan shall be repaid by payroll deduction
     while the borrower is an Employee and shall be immediately
     due and payable in full in the event the borrower
     terminates employment with the Company.  Each loan shall
     be repayable at such time and on such terms and conditions
     as shall be specified by the Company, but all loans shall
     require a substantially level amortization, and payment
     shall be made not less frequently than quarterly.  The
     repayment period shall not extend beyond the earlier of 5
<PAGE>    

 
     years or the Participant's Normal Retirement Date;
     provided, however, that the repayment period may extend to
     the earlier of 30 years or the Participant's Normal
     Retirement Date if the Participant certifies that the
     proceeds of the loan will be used to acquire a dwelling
     unit which within a reasonable time will be used as the
     principal residence of the Participant.

          (h) Neither the Company nor the Trustee shall be
     accountable for any loss sustained by reason of any action
     taken pursuant to this Section 12.7.  Furthermore, all
     fiduciary responsibility with respect to the making of the
     loan shall be borne by the Participant.

          (i) Unless otherwise paid by the Participant, all
     costs, fees or expenses incurred in connection with a loan
     shall be paid from and against the Participant's
     accounts, and all repayments of principal and interest
     shall be credited to the Participant's accounts.

          (j) If the Participant dies prior to repaying the
     loan in full, the Company may (but need not) direct the
     Trustee to assign the promissory note 

                              43

     signed by the Participant and all collateral therefor to
     the Participant's Beneficiary, and the Trustee shall then
     be discharged from any further duties or responsibilities
     concerning the loan.

          (k) The amount and terms of any loan shall be further
     limited if and to the extent necessary (based upon facts
     believed to be true by the Company) to prevent a loan from
     being treated as a taxable distribution to the Participant
     under Section 72(p) of the Code.

          (l) In the event of default, the Participant's
     Accrued Benefit shall not be used to satisfy said loan, by
     foreclosure or otherwise, until the occurrence of any
     event which would permit distribution of such Accrued
     Benefit in accordance with the provisions of Article VIII.

          (m) The summary plan description or a separate loan
     policy provided to Participants shall include the
     following additional information with respect to  
     Participant loans, and such information shall be
     incorporated into the Plan by this reference:

              (i)   The identity of the person or position
          authorized to administer the Participant loan
          program;
<PAGE>


              (ii)  the procedure for applying for loans from
          the Plan;

              (iii) the basis on which loans to Participants
          will be approved or denied;

              (iv)  limitations (if any) on the types and
          amounts of loans offered;

              (v)   the procedure for determining a reasonable
          rate of interest;

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

              (vii) the events constituting default and the
          steps that will be taken to preserve Plan assets in
          the event of such default.

                          ARTICLE  XIII

           GENERAL  PROVISIONS  REGARDING  FIDUCIARIES

     Section 13.1. Discharge of Duties.  Any fiduciary may serve
in more than one fiduciary capacity with respect to the Plan. 
Each fiduciary shall discharge such fiduciary's duties with
respect to the Plan solely in the interest of the Participants
and Beneficiaries, and, as applicable to such duties:

          (a) For the exclusive purpose of providing benefits
     to Participants and their Beneficiaries and defraying
     reasonable expenses of administering the Plan;

                              44

          (b) with the care, skill, prudence and diligence
     under the circumstances then prevailing that a prudent man
     acting in a like capacity and familiar with such matters
     would use in the conduct of an enterprise of a like
     character and with like aims;

          (c) except to the extent inconsistent with the Plan's
     purpose of having all Company contributions made in
     Qualifying Employer Securities which are to be retained
     unless otherwise directed by the Company, by diversifying
     the investments of the Plan so as to minimize the risk of
     large losses, unless under the circumstances it is clearly
     prudent not to do so; and

    


<PAGE>


          (d) in accordance with the documents and instruments
     governing the Plan insofar as such documents and
     instruments are consistent with the provisions of ERISA.

     Section 13.2. Bonding.  All persons handling funds of the
Trust fund shall be bonded in such form and amount as required by
ERISA.  The cost of such bonding shall be paid by the
Company, or if it fails to do so, by the Trust fund.

     Section 13.3. Insurance.  The Plan and Trust may obtain and
maintain insurance policies for itself and/or any fiduciary to
cover liability or losses occurring by reason of the act or
omissions of a fiduciary, provided such insurance shall permit
recourse by the insurer against the fiduciary in the case of a
breach of a fiduciary obligation by such fiduciary.  The cost of
such insurance shall be paid by the Trust fund unless paid by the
Company.  In addition, the Company or any fiduciary may, at its
or his own cost, purchase such insurance for such fiduciary's own
account.

     Section 13.4. Nonliability.  No fiduciary shall:

          (a) Have any liability for any act or omission of any
     other person or entity except to the extent otherwise
     required by ERISA;

          (b) be personally liable or answerable for any debts
     or liabilities of this Plan and Trust; or

          (c) be liable for any acts or omissions of any
     predecessor or successor.

          Section 13.5. ERISA Section 404(c) Plan.  The Plan is
intended to constitute a plan described in Section 404(c) of
ERISA and Section 2550.404c-1 of the Department of Labor
Regulations.  To the extent permitted by law, all fiduciary
responsibility with respect to the selection of investments for
the portion of any Participant's accounts which are subject to
investment direction shall be allocated to the Participant who
directs the investment and neither the Trustee nor the Company
shall be accountable for any losses which are the direct and
necessary result of investment directions given by any
Participant.

                              45







<PAGE>


                          ARTICLE  XIV

                   AMENDMENT  AND  TERMINATION

     Section 14.1. Amendment.  Subject to the provisions of
Section 14.2, the Company shall have the right to amend this Plan
and Trust at any time and from time to time and all parties
hereto or claiming any interest hereunder shall be bound thereby;
provided, however, that no amendment shall:

          (a) Permit any part of the assets of the Trust to be
     diverted to purposes other than for the exclusive benefit
     of Participants or their Beneficiaries;

          (b) permit any portion of such assets to revert to or
     become property of the Company except as provided in
     Section 4.6;

          (c) increase the duties or liabilities of the Trustee
     without its written consent; or

          (d) reduce any Participant's Accrued Benefit, by
     eliminating an optional form of distribution (except as
     permitted in the Regulations) or otherwise, other than to
     the extent permitted by Section 412(c)(8) of the Code.

Any such amendment shall be adopted by resolution of the
committee designated by the Company under Section 10.4, or by
resolution of the Company's Board of Directors.  Any such
amendment shall apply prospectively unless the amendment
specifically designates that it is to have retroactive
application and the retroactive application is permissible under
the provisions of ERISA and the Code.

     Section 14.2. Amendment to Vesting Schedule.  In the event
of any amendment to the provisions in Section 7.5 setting forth
a Participant's nonforfeitable percentage of his Accrued
Benefit derived from Company contributions, then, as of the date
such amendment is adopted, the Plan, as amended, shall provide
that, in the case of each Participant on the later of the date
the amendment is adopted or the date the amendment is effective,
the nonforfeitable percentage (determined as of such date) of
such Participant's Accrued Benefit derived from Company
contributions is not less than such percentage computed without
regard to such amendment as of the later of the date such
amendment is adopted or becomes effective.  In addition, in the
event of any such amendment, each affected Participant who has
completed at least 3 Years of Service prior to the end of the
election period (as hereinafter defined) may elect, during such
election period, to have the nonforfeitable percentage of his
Accrued Benefit derived from Company
contributions determined without regard to such amendment;
<PAGE>


provided, however, that no election need be provided for any
Participant whose nonforfeitable percentage under the Plan, as
amended, at any time cannot be less than such percentage
determined without regard to such amendment.  The election period
shall commence on the date that the amendment is adopted and
shall end on the latest of the following dates:  the date which
is 60 days after the day the amendment is adopted; the date which
is 60 days after the day the amendment becomes effective; or the
date which is 60 days after the day the Participant is issued
written notice of the amendment.  For
purposes of this Section 14.2, Years of Service shall be
determined under the general definition of Section 2.4 without
regard to the provisions of Section 2.5.  Any such election made
by a Participant shall be irrevocable.

     Section 14.3. Termination.  Notwithstanding anything to the
contrary herein contained, the Company reserves the right to
terminate this Plan and Trust in its entirety, such termination
to become effective upon receipt by the Trustee of a written
instrument of termination signed on behalf of the

                              46

Company by its President or Vice President and attested by its
Secretary or Assistant Secretary.  Within a reasonable period of
time after receipt of such instrument of termination, or within
a reasonable period of time after actual termination without such
a written instrument, the Trustee shall dispose of the Trust fund
in the manner directed by the Company in accordance with Section
8.1.  Notwithstanding anything to the contrary herein contained,
in the event of such termination, partial termination or complete
discontinuance of contributions by the Company to this Trust,
each affected Employee shall thereupon acquire a nonforfeitable
interest in his entire Accrued Benefit.

                           ARTICLE  XV

               MERGER,  DISSOLUTION  AND  ADOPTION

     Section 15.1. Merger.  In the event that a Company shall
lose its existence by merger into or consolidation with any other
entity or entities, the entity or entities into which it is
merged, or the resulting entity or entities, may continue this
Plan and Trust upon executing a proper supplemental agreement
with the Trustee.  In the case of any merger or consolidation
with, or the transfer of assets and liabilities to, any other
plan, provision shall be made so that each Participant and
Beneficiary of the Plan on the date thereof would, if such other
plan then terminated, receive a benefit immediately after the
merger, consolidation or transfer which is equal to or greater
than the benefit he would have been

<PAGE>


entitled to receive immediately prior to the merger,
consolidation or transfer if this Plan had been then terminated.

     Section 15.2. Loss of Existence.  In the event that a
Company is legally dissolved or  legally declared bankrupt or
insolvent, or in the event that any Company shall lose its
existence by merger into or consolidation with another entity or
entities and if, in this last event, the entity or entities into
which it is merged or the resulting entity or entities  shall not
agree to continue this Plan and Trust by proper agreement with
the Trustee, then, upon any of such events, this
Plan and Trust shall automatically terminate with respect to such
Company, and the Trustee shall dispose of the Accrued Benefit of
each Participant who is an Employee or former Employee of such
Company in the manner directed by the Company in the Company's
sole discretion in accordance with Section 8.1.

     Section 15.3. Adoption by Affiliates.  Any Affiliate may
adopt this Plan and Trust and thereby become a party hereto if
CPI Corp. approves.

                          ARTICLE  XVI

                    MISCELLANEOUS  PROVISIONS

     Section 16.1. Addresses.  A Former Participant shall keep
the Company informed as to his address.  The Company, the Plan
administrator and the Trustee shall not be required to do
anything further than sending all papers, notices, payments or
the like to the last address given them by the Former Participant
unless they can be shown to have acted in bad faith, having had
actual knowledge of the Former Participant's whereabouts.

     Section 16.2. Impossibility.  If it becomes impossible for
the Company or the Trustee to perform any act under this Plan,
that act shall be performed which, in the judgment of the
Company or the Trustee, as the case may be, will most nearly
carry out the intent and purpose of this Plan.  Any individual or
entity in any way interested in this Plan and Trust shall be
bound by any acts performed under such conditions.

                              47

     Section 16.3. Necessary Acts.  All parties to this
agreement, or claiming any interest hereunder, agree to perform
any and all acts and execute any and all documents and papers
which are necessary or desirable for carrying out any provisions
of this Plan and Trust.




<PAGE>


     Section 16.4. Discharge of Trustee.  The Trustee shall be
fully discharged from all liability for any amount paid to a
Participant, Beneficiary or anyone else in accordance with the
provisions hereof, and the Trustee shall be under no obligation
or duty to see to the application of any monies so paid.

     Section 16.5. Underscored References.  The underscored
references contained herein are included only for convenience,
and they shall not be construed as a part of this Plan and Trust
or in any respect affecting or modifying its provisions.

     Section 16.6. Number and Gender.  The masculine and neuter,
wherever used herein, shall refer to either the masculine, neuter
or feminine; and, unless the context otherwise requires, the
singular shall include the plural and the plural the singular.

     Section 16.7. Governing Law.  This Plan shall generally be
construed and administered in accordance with the laws of the
State of Missouri to the extent that such laws are not
preempted by the laws of the United States of America; provided
however, that provisions relating to the Trust and administration
of the Trust shall be construed and administered in accordance
with the laws of the State of Minnesota to the extent that such
laws are not preempted by the laws of the United States of
America.

     Section 16.8. Binding Effect.  This Plan and Trust shall be
binding upon the heirs, executors, administrators, distributees,
successors and assigns of all parties hereto, present and future.

                          ARTICLE  XVII

                    ROLLOVERS  AND  TRANSFERS

     Section 17.1. Rollovers from Other Plans.  An Employee
otherwise eligible to participate in the Plan, regardless of
whether he has satisfied any age and service requirement of
Section 3.1, who has had his interest in a plan which meets the
requirements of Section 401(a) of the Code distributed to him, or
has had his interest in an individual retirement account
described in Section 408(d)(3)(A)(ii) of the Code distributed to
him, or who is entitled to an eligible rollover distribution as
defined in Section 402(f)(2)(A) of the Code from another
qualified plan, may, in accordance with procedures approved by
the Company, roll over the distribution so received to the
Trustee or have such distribution transferred to the Trustee as
a direct rollover.





<PAGE>


     Section 17.2. Transfers from Other Plans.  An Employee
otherwise eligible to participate in the Plan, regardless of
whether he has satisfied any age and service requirement of
Section 3.1, who is entitled to have his entire interest in a
plan which meets the requirements of Section 401(a) of the Code
distributed to him in a single sum may, in accordance with
procedures approved by the Company, have such amount transferred
directly from such plan to the Trustee; provided, however, that
no such transfer from a Defined Benefit Plan, a Defined
Contribution Plan subject to Section 412 of the Code, or a
Defined Contribution Plan subject to Section 401(a)(11) and
Section 417 of the Code with respect to that Participant, shall
be permitted unless such transfer constitutes an "elective
transfer" within the meaning of Section 1.411(d)(4)-3(b) of the
Regulations.

                              48

     Section 17.3. Separate Account.  A separate account shall be
created and maintained for an Employee for any amount transferred
to the Trustee under Section 17.1 or Section 17.2.  For an
Employee who is otherwise eligible to participate in the Plan but
who has not yet completed the requirements of Section 3.1, such
account shall represent his sole interest in the Plan until he
becomes an Active Participant.  Such account shall be invested as
directed by the Participant in accordance with the provisions of
Section 12.4.  The creation of any such account is for accounting
purposes and shall not require a segregation of assets or funds
to any such account.

     Section 17.4. Nonforfeitability.  The entire amount in an
account described in Section 17.3 shall be fully nonforfeitable
at all times.

     Section 17.5. Distribution.  The amount standing to the
credit of a Participant or Employee in an account described in
Section 17.3 shall be distributed in accordance with the 
provisions of Article VIII at the time distribution of his
Accrued Benefit derived from Company contributions commences, or,
if he is not entitled to receive any benefits derived from
Company contributions at the time his employment with the Company
terminates, in accordance with the provisions of Section 8.3.

                         ARTICLE  XVIII

                      TOP-HEAVY  PROVISIONS

     Section 18.1. Definitions.  For purposes of this Article
XVIII, the following words and phrases shall have the following
meanings:


<PAGE>


          (a) Accrued Benefit:  As defined in paragraph (a) of
     Section 1.3, but, except to the extent provided in the
     Regulations, excluding the balance in any account
     described in Section 17.3.  In determining the Accrued
     Benefit or the present value of the cumulative accrued
     benefit in one or more Defined Benefit Plans (as defined
     in paragraph (d) of Section 5.4) for any Employee, (i)
     such Accrued Benefit and present value shall be increased
     by the aggregate distributions made with respect to such
     Employee under this Plan (and under any other plan of
     the Employer with respect to the determination of a
     Top-heavy Group) during the 5-year period ending on the
     Determination Date, and (ii) such Accrued Benefit and
     present value of an Employee who is a Non-key Employee but
     who was a Key Employee in a prior year or who has
     performed no services for the Employer at any time during
     the 5-year period ending on the Determination Date shall
     not be taken into account.

          (b) Determination Date:  With respect to any Plan
     Year, the last day of the preceding Plan Year, or, in the
     case of the first Plan Year of the Plan, the last day of
     such Plan Year.

          (c) Permissive Aggregation Group:  A group of
     qualified plans of the Employer not required to be
     included in a Required Aggregation Group but whose
     inclusion would not cause such group to fail to meet the
     requirements of Section 401(a)(4) or Section 410 of the
     Code.

          (d) Required Aggregation Group:  Each qualified plan
     of the Employer in which a Key Employee participates (or
     participated at any time during the 5-year period ending
     on the Determination Date) and each other qualified plan
     (whether or 

                              49

     not terminated) of the Employer which enables
     any such plan to meet the requirements of Section
     401(a)(4) or Section 410 of the Code.

          (e) Top-heavy Plan:  With respect to any Plan Year,
     this Plan if as of the Determination Date:  (i) The
     aggregate Accrued Benefits under the Plan of Key Employees
     exceed 60% of the aggregate Accrued Benefits under the
     Plan of all Employees; or (ii) the Plan is part of a
     Required Aggregation Group that is a Top-heavy Group. 
     Notwithstanding the foregoing, in no event shall the Plan
     be considered a Top-heavy Plan for any Plan Year in which
     it is part of a Required Aggregation Group or Permissive
<PAGE>


     Aggregation Group which is not a Top-heavy Group.

          (f) Top-heavy Group:  A Required Aggregation Group or
     a Permissive Aggregation Group in which as of the
     Determination Date the sum of (i) the aggregate of the
     Accrued Benefits of Key Employees in all Defined
     Contribution Plans (as defined in paragraph (f) of Section
     5.4) included in such group and (ii) the present value of
     the cumulative accrued benefits of Key Employees under all
     Defined Benefit Plans included in such group exceeds 60%
     of a similar sum determined for all Employees.  For
     purposes of making the foregoing determination for any
     Defined Benefit Plan, the accrued benefit of each Non-key
     Employee shall be determined under the method which is
     used for accrual purposes for all such plans of the
     Employer, or, if there is no such method, as if such
     benefit accrued not more rapidly than the slowest accrual
     rate permitted under the fractional rule of Section
     411(b)(1)(C) of the Code.  When plans with different
     Determination Dates are aggregated, the Determination
     Dates that fall within the same calendar year shall be
     used.

     Section 18.2. Applicability.  The provisions of this Article
XVIII shall be effective for any Plan Year in which the Plan is
determined to be a Top-heavy Plan and shall supersede any
conflicting provisions in the Plan.

     Section 18.3. Minimum Company Contribution.  Except to the
extent a minimum contribution is not required under the
Regulations because a minimum benefit has been provided to each 
Non-key Employee under another plan of the Employer, the minimum
Company contribution (including forfeitures) allocated for any
such Plan Year to each Non-key Employee who is an Active
Participant and who was an Employee of the Employer at the end of
such Plan Year, regardless whether such Non-key Employee
completed 1,000 Hours of Service in such Plan Year, shall be not
less than the lesser of (a) 3% of such Non-key Employee's
Compensation for such Plan Year or (b) the largest percentage of
Compensation allocated to any Key Employee for
such Plan Year under this Plan and all other Defined Contribution
Plans which are a part of its Required Aggregation Group, if any. 
Pre-tax contributions and Company matching contributions
allocated to Key Employees under paragraph (b) of Section 5.1 and
Section 5.2 of this Plan or under any other Defined Contribution
Plan in its Required Aggregation Group shall be included for
purposes of determining the largest percentage of Compensation
allocated to any Key Employee for a Plan Year.  Pre-tax
contributions and Company matching contributions allocated to any
Non-key Employee shall not, however, be considered for purposes
of determining whether
the minimum contribution requirement of this Section 18.3 is
<PAGE>


satisfied with respect to such Non-key Employee.

     Section 18.4. Impact on Limitation on Annual Additions. 
100% shall be substituted for 125% where it appears in 
paragraphs (e) and (g) of Section 5.4, unless for such Plan Year:
(a) The aggregate Accrued Benefits of Key Employees do not exceed
90% of the aggregate Accrued Benefits of all Employees, (b) 4%
percent is substituted for 3% in Section 18.3 as the minimum
Company 

                              50

allocation, and (c) except to the extent provided in the
Regulations, all other plans in the Required Aggregation Group,
if any, meet the minimum benefit requirements of Section 416(c)
of the Code, as modified by Section 416(h) of the Code.

                        ARTICLE  XIX

       SPECIAL PROVISIONS FOR 1997 TENDER OFFER

     Section 19.1. Tender Offer.  Effective December 8, 1997 and
for the limited period through January 7, 1998, the Company
offered to buy back a specified number of its issued and
outstanding shares by offering all of its shareholders an
opportunity to tender their shares for  purchase by the Company
in a tender offer (the "1997 Tender Offer").  The provisions of
this Article XIX shall apply only for the duration of the 1997
Tender Offer.

     Section 19.2. Powers of Trustee.  Notwithstanding any other
provision of this Plan and Trust, including but not limited to
paragraph (e) of Section 10.2, paragraph (l) of Section 11.1 and
Article XX, the Company shall have no right or power to direct
the Trustee with respect to the tender or sale of Qualifying
Employer Securities to the Company in connection with the 1997
Tender Offer.  The Trustee shall have sole power and fiduciary
responsibility for responding to the 1997 Tender Offer with
respect to Qualifying Employer Securities held in the Trust,
including but not limited to the decisions (a) to tender or not
to tender shares to the Company, (b) the number of such shares to
be tendered to the Company, if any, and (c) the price at which
the shares shall be tendered to the Company, provided that in no
event shall such shares be tendered to the Company for less than
adequate consideration as such term is defined in ERISA.  The
Trustee may but shall not be required to retain the services of
a qualified independent fiduciary to advise the Trustee with
respect to responding to the 1997 Tender Offer.




<PAGE>


     Section 19.3. Allocation of Tendered Shares and Proceeds
from Sale.  If and to the extent that the Company accepts the
Trustee's tender of some but less than all of the Qualifying
Employer Securities held by the Trust, the Qualifying Employer
Securities sold to the Company shall be drawn from the Company
Contribution Accounts of all Participants, including both
Active Participants and Former Participants, pro rata based on
the number of shares allocated to each such account on December
31, 1997 (excluding shares contributed to the Plan after such 
date and allocated to Participant accounts as of such date as
Company matching contributions for 1997).  Any amounts received
by the Trustee from the sale of Qualifying Employer Securities
to the Company shall be allocated pro rata among the respective
Company Contribution Accounts of the Participants from whose
accounts such Qualifying Employer Securities were drawn and
invested in accordance with the provisions of Section 12.6.

                      ARTICLE  XX

                   DIRECTED TRUSTEE

     Section 20.1. Directed Trustee.  The provisions of this
Article XX shall apply if and to the extent that the Trustee has
been appointed by the Company to function as a Directed Trustee
and shall supersede any contrary provisions of the Plan and
Trust.  Notwithstanding the provisions of Article XI or any other
provision of this Plan and Trust, if the Trustee is a Directed
Trustee, the Company or other Plan fiduciary designated by the
Company and not the Trustee shall have

                              51

exclusive authority and complete discretion and control over the
investment and management of the assets of the Trust with respect
to the matters described in this Article XX. 

     Section 20.2. Selection of Investment Funds and Direction of
Investments.  Except to the extent an investment manager has been
appointed under Section 12.2, the Company or other Plan fiduciary
designated by the Company shall have the sole authority and
discretion to select the investment funds available for
investment of Trust assets from time to time and to direct the
Trustee with respect to the purchase and sale of Trust assets. 
In addition, individual Participants shall have the right to
direct the investment of certain of their accounts in accordance
with the provisions of Section 12.4.  The Trustee shall follow
the directions of the Company,  other Plan fiduciary or
Participant, provided, however, that the Trustee shall have no
obligation to comply with any such direction to the extent such
direction is not consistent with the provisions of this Plan and
Trust or with applicable law regulating the investment and
management of assets of a qualified employees
<PAGE>


trust. 

     Section 20.3. Voting Rights.  The Company or other Plan
fiduciary designated by the Company shall direct the Trustee with
respect to the exercise (or non exercise) of any and all 
voting, proxy or other rights described in paragraph (c) of
Section 11.1 pertaining to Trust assets.  The Trustee shall have
no power, responsibility or duty to exercise any such rights
except as directed by the Company or other Plan fiduciary.

     Section 20.4. Contracts and Disputes.  The Company or other
Plan fiduciary designated by the Company shall direct the Trustee
with respect to the entry into any contracts, agreements or
obligations described in paragraph (f) of Section 11.1 and with
respect to the commencement, defense or settlement of claims or
disputes as described in paragraph (d) of Section 11.1.  The
Trustee shall have no power, responsibility or duty with respect
to such matters on behalf of the Plan and Trust except as
directed by the Company or other Plan fiduciary.

     Section 20.5. Protection of Trustee.  If and to the extent
that the Trustee is a Directed Trustee, the Trustee shall follow
the direction of the Company or other designated Plan fiduciary
regarding the investment and reinvestment of the assets of the
Trust and the exercise of such voting, proxy and other rights and
obligations pertaining thereto.  The Trustee shall be under no
duty or obligation to question any direction, review any decision
made by another Plan fiduciary or  review any investments to be
acquired, held or disposed of pursuant to such direction, nor to
make any recommendations with respect to any such decision or
with respect to the disposition or continued retention of any
such investment.  The Trustee shall have no responsibility or
liability for results arising from the Trustee's compliance with
the direction of any designated
Plan fiduciary which are made in accordance with the terms hereof
and which are not contrary to the provisions of any applicable
law regulating the investment and management of the assets of a
qualified employees trust, and the Trustee shall have no
liability or responsibility for failing to act in the absence of
direction.  The Trustee shall be entitled to indemnification by
the Company to the extent permitted by law in accordance with the
provisions of Section 11.6. 










<PAGE>


                     ARTICLE  XXI

               SPECIAL EFFECTIVE DATES

     Section 21.1. Exceptions to Effective Date.  The general
Effective Date of this amended and restated Plan and Trust shall
be January 1, 1998.  However, certain changes required by the
Small Business Job Protection Act (SBJPA) and certain other
changes in the Plan and Trust shall 

                              52

be effective as of the dates stated in this Article XXI and
otherwise in the Plan.  Provisions which are effective as of
dates prior to January 1, 1998 shall be deemed to be added to the
Prior Plan or substituted for the corresponding provisions of the
Prior Plan as of such dates. 

     Section 21.2. Definitions.  The following definitions set
forth in Section 1.3 of Article I shall be effective January 1,
1997 to comply with the SBJPA:

          (a) Compensation (elimination of family aggregation
     rules). 

          (b) Employee (definition of Leased Employee).

          (c) Highly Compensated Employee.

     Section 21.3. Elective Deferrals and Discrimination Testing. 
The following Sections in Article IV shall be effective January
1, 1997 to comply with the SBJPA:

          (a) Section 4.8.  Maximum Pre-tax Contributions. 
     Amended to add reference to Section 408(p).

          (b) Section 4.9.  Limitations on Pre-tax 
     Contributions for Highly Compensated Employees.  Amended
     to modify the ADP test.

          (c) Section 4.10.  Limitations on After-tax and
     Matching Contributions for Highly Compensated Employees.
     Amended to modify the ACP test.

     Section 21.4. Required Beginning Date.  The provisions of
Section 8.6 shall be effective January 1, 1997 to comply with the
SBJPA.

     Section 21.5. Qualified Military Service.  Notwithstanding
any other provision of the Plan, periods of qualified military
service (as defined in Section 414(u)(5) of the Code) shall be
credited and contributions shall be made to the Plan with
<PAGE>


respect to such service in accordance with the requirements of
Section 414(u) of the Code and the Regulations thereunder.  The
provisions of this Section 21.5 shall be effective January 1,
1995.

     Section 21.6. Trustee.  The appointment of American Express
Trust Company as a Directed Trustee shall be effective February
1, 1998.  Consistent with the provisions of Section
13.4, American Express Trust Company shall have no responsibility
or liability for any action (or omission) of the Trustee under
this Plan and Trust prior to the effective date of its
appointment as Trustee.







































                              53
<PAGE>


     IN WITNESS WHEREOF, the parties hereto have executed this
Plan and Trust this ______ day of January, 1998.


                              CPI  CORP.


                          By: /s/ Alyn V. Essman
                              ----------------------------
                       Title: Chairman and Chief 
                               Executive Officer

                         For the Profit Sharing Plan Committee

                                      "Company"


 
                          By: /s/ Barry Arthur
                             ------------------------------

                                  "Directed Trustee"



                              AMERICAN  EXPRESS  TRUST  COMPANY


                          By: /s/  Kevin Weiss
                              -------------------------------
                       Title: Vice President, Senior Trust
                                Officer

                                        "Directed Trustee"
















                              54