DATARAM CORPORATION
                   SAVINGS AND INVESTMENT RETIREMENT PLAN

                        January 1, 2001 Restatement


                              TABLE OF CONTENTS

                                   PREAMBLE


                                  ARTICLE I
                                 DEFINITIONS

1.1     Plan Definitions                                               2
1.2     Interpretation                                                 7


                                 ARTICLE II
                                   SERVICE

2.1     Special Definitions                                            8
2.2     Crediting of Hours of Service                                  9
2.3     Crediting of Continuous Service                                9
2.4     Eligibility Service                                            9
2.5     Vesting Service                                                9
2.6     Crediting of Service on Transfer or Amendment                  9
2.7     Crediting of Service to Leased Employees                      10


                                ARTICLE III
                                ELIGIBILITY

3.1     Eligibility                                                   11
3.2     Transfers of Employment                                       11
3.3     Reemployment                                                  11
3.4     Notification Concerning New Eligible Employees                11
3.5     Effect and Duration                                           11


                                 ARTICLE IV
                         TAX-DEFERRED CONTRIBUTIONS

4.1     Tax-Deferred Contributions                                    12
4.2     Amount of Tax-Deferred Contributions                          12
4.3     Combined Limit on Tax-Deferred and After-Tax Contributions    12
4.4     Amendments to Reduction Authorization                         12
4.5     Suspension of Tax-Deferred Contributions                      13
4.6     Resumption of Tax-Deferred Contributions                      13
4.7     Delivery of Tax-Deferred Contributions                        13
4.8     Vesting of Tax-Deferred Contributions                         13


                                 ARTICLE V
                  AFTER-TAX AND ROLLOVER CONTRIBUTIONS

                                       i


5.1     After-Tax Contributions                                       14
5.2     Amount of After-Tax Contributions by Payroll Withholding      14
5.3     Combined Limit on Tax-Deferred and After-Tax Contributions    14
5.4     Amendments to Payroll Withholding Authorization               14
5.5     Suspension of After-Tax Contributions by Payroll Withholding  14
5.6     Resumption of After-Tax Contributions by Payroll Withholding  15
5.7     Delivery of After-Tax Contributions                           15
5.8     Rollover Contributions                                        15
5.9     Vesting of After-Tax Contributions and Rollover Contributions 15


                                 ARTICLE VI
                          EMPLOYER CONTRIBUTIONS

6.1     Contribution Period                                           16
6.2     Profit-Sharing Contributions                                  16
6.3     Allocation of Profit-Sharing Contributions                    16
6.4     Qualified Nonelective Contributions                           16
6.5     Allocation of Qualified Nonelective Contributions             17
6.6     Amount and Allocation of Matching Contributions               17
6.7     Limit on Contributions Matched                                18
6.8     Qualified Matching Contributions                              18
6.9     Verification of Amount of Employer Contributions by the
            Sponsor                                                   19
6.10    Payment of Employer Contributions                             19
6.11    Allocation Requirements for Employer Contributions            19
6.12    Vesting of Employer Contributions                             19
6.13    Election of Former Vesting Schedule                           20
6.14    Forfeitures to Reduce Employer Contributions                  20


                                  ARTICLE VII
                         LIMITATIONS ON CONTRIBUTIONS

7.1     Definitions                                                   21
7.2     Code Section 402(g) Limit                                     24
7.3     Distribution of Excess Deferrals                              25
7.4     Limitation on Tax-Deferred Contributions of Highly
            Compensated Employees                                     25
7.5     Determination and Allocation of Excess Tax-Deferred
              Contributions Among Highly Compensated Employees        26
7.6     Distribution of Excess Tax-Deferred Contributions             27
7.7     Limitation on Matching Contributions and After-Tax
            Contributions of Highly Compensated Employees             28
7.8     Determination and Allocation of Excess After-Tax and
            Matching Contributions Among Highly Compensated Employees 29
7.9     Forfeiture or Distribution of Excess Contributions            30

                                       ii


7.10    Multiple Use Limitation                                       31
7.11    Treatment of Forfeited Matching Contributions                 31
7.12    Determination of Income or Loss                               31
7.13    Code Section 415 Limitations on Crediting of
           Contributions and Forfeitures                              31
7.14    Application of Code Section 415 Limitations Where Participant
           is Covered Under Other Qualified Defined Contribution Plan 32
7.15    Scope of Limitations                                          33


                                 ARTICLE VIII
                          TRUST FUNDS AND ACCOUNTS

8.1     General Fund                                                  34
8.2     Investment Funds                                              34
8.3     Loan Investment Fund                                          34
8.4     Income on Trust                                               34
8.5     Accounts                                                      34
8.6     Sub-Accounts                                                  35


                                 ARTICLE IX
                         LIFE INSURANCE CONTRACTS

9.1     No Life Insurance Contracts                                   36


                                 ARTICLE X
                  DEPOSIT AND INVESTMENT OF CONTRIBUTIONS

10.1     Future Contribution Investment Elections                     37
10.2     Deposit of Contributions                                     37
10.3     Election to Transfer Between Funds                           37
10.4     404(c) Protection                                            37


                                 ARTICLE XI
                     CREDITING AND VALUING ACCOUNTS

11.1     Crediting Accounts                                           38
11.2     Valuing Accounts                                             38
11.3     Plan Valuation Procedures                                    38
11.4     Finality of Determinations                                   39
11.5     Notification                                                 39


                                 ARTICLE XII
                                    LOANS

12.1     Application for Loan                                         40

                                      iii


12.2     Reduction of Account Upon Distribution                       40
12.3     Requirements to Prevent a Taxable Distribution               41
12.4     Administration of Loan Investment Fund                       42
12.5     Default                                                      42
12.6     Deemed Distribution Under Code Section 72(p)                 43
12.7     Treatment of Outstanding Balance of Loan Deemed
             Distributed Under Code Section 72(p)                     43
12.8     Special Rules Applicable to Loans                            44
12.9     Loans Granted Prior to Amendment                             44


                                 ARTICLE XIII
                          WITHDRAWALS WHILE EMPLOYED

13.1     Non-Hardship Withdrawals of After-Tax Contributions          45
13.2     Non-Hardship Withdrawals of Rollover Contributions           45
13.3     Age 59 1/2 Withdrawals                                       45
13.4     Overall Limitations on Non-Hardship Withdrawals              45
13.5     Hardship Withdrawals                                         46
13.6     Hardship Determination                                       46
13.7     Satisfaction of Necessity Requirement for Hardship
             Withdrawals                                              47
13.8     Conditions and Limitations on Hardship Withdrawals           47
13.9     Order of Withdrawal from a Participant's Sub-Accounts        48


                                 ARTICLE XIV
               TERMINATION OF EMPLOYMENT AND SETTLEMENT DATE

14.1     Termination of Employment and Settlement Date                49
14.2     Separate Accounting for Non-Vested Amounts                   49
14.3     Disposition of Non-Vested Amounts                            49
14.4     Treatment of Forfeited Amounts                               50
14.5     Recrediting of Forfeited Amounts                             50


                                 ARTICLE XV
                                DISTRIBUTIONS

15.1     Distributions to Participants                                52
15.2     Partial Distributions to Retired or Terminated Participants  52
15.3     Distributions to Beneficiaries                               52
15.4     Cash Outs and Participant Consent                            53
15.5     Required Commencement of Distribution                        53
15.6     Transition Rules for Required Commencement of Distribution   53
15.7     Reemployment of a Participant                                54
15.8     Restrictions on Alienation                                   54
15.9     Facility of Payment                                          54
15.10    Inability to Locate Payee                                    54

                                       iv


15.11    Distribution Pursuant to Qualified Domestic Relations Orders 55


                                  ARTICLE XVI
                                FORM OF PAYMENT

16.1     Definitions                                                  56
16.2     Normal Form of Payment                                       57
16.3     Optional Form of Payment                                     57
16.4     Change of Election                                           57
16.5     Automatic Annuity Requirements                               57
16.6     Qualified Preretirement Survivor Annuity Requirements        58
16.7     Direct Rollover                                              58
16.8     Notice Regarding Forms of Payment                            59
16.9     Reemployment                                                 60
16.10    Distribution in the Form of Employer Stock                   60


                                   ARTICLE XVII
                                   BENEFICIARIES

17.1     Designation of Beneficiary                                   61
17.2     Spousal Consent Requirements                                 61


                                   ARTICLE XVIII
                                   ADMINISTRATION

18.1     Authority of the Sponsor                                     62
18.2     Discretionary Authority                                      62
18.3     Action of the Sponsor                                        62
18.4     Claims Review Procedure                                      63
18.5     Qualified Domestic Relations Orders                          63
18.6     Indemnification                                              64
18.7     Actions Binding                                              64


                                    ARTICLE XIX
                            AMENDMENT AND TERMINATION

19.1     Amendment                                                    65
19.2     Limitation on Amendment                                      65
19.3     Termination                                                  65
19.4     Reorganization                                               66
19.5     Withdrawal of an Employer                                    67


                                    ARTICLE XX
                            ADOPTION BY OTHER ENTITIES

                                       v


20.1     Adoption by Related Companies                                68
20.2     Effective Plan Provisions                                    68


                                  ARTICLE XXI
                           MISCELLANEOUS PROVISIONS

21.1     No Commitment as to Employment                               69
21.2     Benefits                                                     69
21.3     No Guarantees                                                69
21.4     Expenses                                                     69
21.5     Precedent                                                    69
21.6     Duty to Furnish Information                                  69
21.7     Merger, Consolidation, or Transfer of Plan Assets            69
21.8     Back Pay Awards                                              70
21.9     Condition on Employer Contributions                          70
21.10    Return of Contributions to an Employer                       70
21.11    Validity of Plan                                             71
21.12    Trust Agreement                                              71
21.13    Parties Bound                                                71
21.14    Application of Certain Plan Provisions                       71
21.15    Merged Plans                                                 72
21.16    Transferred Funds                                            72
21.17    Veterans Reemployment Rights                                 72
21.18    Delivery of Cash Amounts                                     72
21.19    Written Communications                                       72


                                ARTICLE XXII
                            TOP-HEAVY PROVISIONS

22.1     Definitions                                                  73
22.2     Applicability                                                75
22.3     Minimum Employer Contribution                                75
22.4     Accelerated Vesting                                          75


                               ARTICLE XXIII
                              EFFECTIVE DATE

23.1     GUST Effective Dates                                         77

                                       vi


                                   PREAMBLE


The Dataram Corporation Savings and Investment Retirement Plan, originally
effective as of May 1, 1982, is hereby amended and restated in its entirety.
Except as otherwise specifically provided in Article XXIII, this amendment and
restatement shall be effective as of January 1, 2001.  The Plan, as amended
and restated hereby, is intended to qualify as a profit-sharing plan under
Code Section 401(a), and includes a cash or deferred arrangement that is
intended to qualify under Code Section 401(k).  The Plan is maintained for the
exclusive benefit of eligible employees and their beneficiaries.

Notwithstanding any other provision of the Plan to the contrary, a
Participant's vested interest in his Account under the Plan on and after the
effective date of this amendment and restatement shall be not less than his
vested interest in his account on the day immediately preceding the effective
date.  Any provision of the Plan that restricted or limited withdrawals,
loans, or other distributions, or otherwise required separate accounting with
respect to any portion of a Participant's Account immediately prior to the
later of the effective date of this amendment and restatement or the date this
amendment and restatement is adopted and the elimination of which would
adversely affect the qualification of the Plan under Code Section 401(a) shall
continue in effect with respect to such portion of the Participant's Account
as if fully set forth in this amendment and restatement.

                                       1



                                   ARTICLE I
                                  DEFINITIONS


1.1     Plan Definitions

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

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

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

An "After-Tax Contribution" means any after-tax employee contribution made by
a Participant to the Plan as may be permitted under Article V or as may have
been permitted under the terms of the Plan prior to this amendment and
restatement or any after-tax employee contribution made by a Participant to
another plan that is transferred directly to the Plan.

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

A Participant's "Benefit Payment Date" means (i) if payment is made through
the purchase of an annuity, the first day of the first period for which the
annuity is payable or (ii) if payment is made in any other form, the first day
on which all events have occurred which entitle the Participant to receive
payment of his benefit.

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

The "Compensation" of a Participant for any period means regular or base
salary or wages including overtime.

In addition to the foregoing, Compensation includes any amount that would have
been included in the foregoing description, but for the Participant's election
to defer payment of such amount under Code Section 125, 402(e)(3),
402(h)(1)(B), 403(b), or 457(b) and certain contributions described in Code
Section 414(h)(2) that are picked up by the employing unit and treated as
employer contributions.

In no event, however, shall the Compensation of a Participant taken into
account under the Plan for any Plan Year exceed $150,000 (subject to
adjustment annually as provided in Code Sections

                                       2


401(a)(17)(B) and 415(d); provided, however, that the dollar increase in
effect on January 1 of any calendar year, if any, is effective for Plan Years
beginning in such calendar year).  If the Compensation of a Participant is
determined over a period of time that contains fewer than 12 calendar months,
then the annual compensation limitation described above shall be adjusted with
respect to that Participant by multiplying the annual compensation limitation
in effect for the Plan Year by a fraction the numerator of which is the number
of full months in the period and the denominator of which is 12; provided,
however, that no proration is required for a Participant who is covered under
the Plan for less than one full Plan Year if the formula for allocations is
based on Compensation for a period of at least 12 months.

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

"Disabled" means a Participant can no longer continue in the service of his
employer because of a mental or physical condition that is likely to result in
death or is expected to continue for a period of at least six months.  A
Participant shall be considered Disabled only if the Administrator determines
he is Disabled based on a written certificate of a physician acceptable to it.

An "Eligible Employee" means any Employee who has met the eligibility
requirements of Article III to participate in the Plan.

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

An "Employee" means any person who is classified by an Employer, in accordance
with its payroll records, as an employee of the Employer, other than any such
person who is covered by a collective bargaining agreement that does not
specifically provide for coverage under the Plan.  Any individual who is not
treated by an Employer as a common law employee of the Employer shall be
excluded from Plan participation even if a court or administrative agency
determines that such individual is a common law employee and not an
independent contractor.

An "Employer" means the Sponsor and any entity which has adopted the Plan as
may be provided under Article XX.

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

An "Enrollment Date" means the first day of each Plan Year quarter.

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

                                       3


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

A "Highly Compensated Employee" means any Employee or former Employee who is a
"highly compensated active employee" or a "highly compensated former employee"
as defined hereunder.

A "highly compensated active employee" includes any Employee who performs
services for an Employer or any Related Company during the Plan Year and who
(i) was a five percent owner at any time during the Plan Year or the "look
back year" or (ii) received "compensation" from the Employers and Related
Companies during the "look back year" in excess of $80,000 (subject to
adjustment annually at the same time and in the same manner as under Code
Section 415(d)) and was in the top paid group of employees for the "look back
year".  An Employee is in the top paid group of employees if he is in the top
20 percent of the employees of his Employer and all Related Companies when
ranked on the basis of "compensation" paid during the "look back year".

A "highly compensated former employee" includes any Employee who (1) separated
from service from an Employer and all Related Companies (or is deemed to have
separated from service from an Employer and all Related Companies) prior to
the Plan Year, (2) performed no services for an Employer or any Related
Company during the Plan Year, and (3) was a "highly compensated active
employee" for either the separation year or any Plan Year ending on or after
the date the Employee attains age 55, as determined under the rules in effect
under Code Section 414(q) for such year.

The determination of who is a Highly Compensated Employee hereunder, including
determinations as to the number and identity of employees in the top paid
group, shall be made in accordance with the provisions of Code Section 414(q)
and regulations issued thereunder.

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

(a)     An employee's "compensation" means compensation as defined in Code
Section 415(c)(3) and regulations issued thereunder.

(b)     The "look back year" means the 12-month period immediately preceding
the Plan Year.

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

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

                                       4


A "Matching Contribution" means any Employer Contribution made to the Plan on
account of a Participant's Tax-Deferred Contributions or After-Tax
Contributions as provided in Article VI, including Regular Matching
Contributions and any such contribution that is designated by an Employer as a
Qualified Matching Contribution.

The "Normal Retirement Date" of an employee means the date he attains age 65.

A "Participant" means any person who has an Account in the Trust.

The "Plan" means the Dataram Corporation Savings and Investment Retirement
Plan, as from time to time in effect.

A "Plan Year" means the 12-consecutive-month period ending each December 31.

A "Predecessor Employer" means any company that is a predecessor organization
to an Employer under the Code, provided that the Employer maintains a plan of
such predecessor organization.

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

A "Qualified Joint and Survivor Annuity" means an immediate annuity payable at
earliest retirement age under the Plan, as defined in regulations issued under
Code Section 401(a)(11), that is payable (i) for the life of a Participant, if
the Participant is not married, or (ii) for the life of a Participant with a
survivor annuity payable for the life of the Participant's spouse that is
equal to at least 50 percent, but not more than 100 percent, of the amount of
the annuity payable during the joint lives of the Participant and his spouse,
if the Participant is married.  No survivor annuity shall be payable to the
Participant's spouse under a Qualified Joint and Survivor Annuity if such
spouse is not the same spouse to whom the Participant was married on his
Benefit Payment Date.

A "Qualified Matching Contribution" means any Matching Contribution made to
the Plan as provided in Article VI that is 100 percent vested when made and
may be taken into account to satisfy the limitations on Tax-Deferred
Contributions made by Highly Compensated Employees under Article VII.

A "Qualified Nonelective Contribution" means any Employer Contribution made to
the Plan as provided in Article VI that is 100 percent vested when made and
may be taken into account to satisfy the limitations on Tax-Deferred
Contributions and/or Matching and After-Tax Contributions made by or on behalf
of Highly Compensated Employees under Article VII, other than Qualified
Matching Contributions.

                                       5


A "Qualified Preretirement Survivor Annuity" means an annuity payable for the
life of a Participant's surviving spouse if the Participant dies prior to his
Benefit Payment Date.

A "Regular Matching Contribution" means any Matching Contribution made to the
Plan at the rate specified in Article VI, other than any Matching Contribution
characterized by the Employer as a Qualified Matching Contribution.

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

A Participant's "Required Beginning Date" means April 1 of the calendar year
following the calendar year in which the Participant attains age 70 1/2;
provided, however, that a Participant who attains age 70 1/2 on or after
January 1, 1999 and who continues employment with an Employer or Related
Company after age 70 1/2 and who is not a "five percent owner" may make an
election prior to April 1 of the calendar year following the calendar year in
which the Participant attains age 70 1/2 to postpone his Required Beginning
Date to April 1 of the calendar year following the calendar year in which his
Settlement Date occurs.

A Participant is a "five percent owner" if he is a five percent owner, as
defined in Code Section 416(i) and determined in accordance with Code Section
416, but without regard to whether the Plan is top-heavy, for the Plan Year
ending with or within the calendar year in which the Participant attains age
70 1/2.  The Required Beginning Date of a Participant who is a "five percent
owner" hereunder shall not be redetermined if the Participant ceases to be a
five percent owner as defined in Code Section 416(i) with respect to any
subsequent Plan Year.

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

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

A "Single Life Annuity" means an annuity payable for the life of a
Participant.

The "Sponsor" means Dataram Corporation, and any successor thereto.

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

A "Tax-Deferred Contribution" means the amount contributed to the Plan on a
Participant's behalf by his Employer in accordance with Article IV.

The "Trust" means the trust, custodial accounts, annuity contracts, or
insurance contracts maintained by the Trustee under the Trust Agreement.


                                       6


The "Trust Agreement" means any agreement or agreements entered into between
the Sponsor and the Trustee relating to the holding, investment, and
reinvestment of the assets of the Plan, together with all amendments thereto
and shall include any agreement establishing a custodial account, an annuity
contract, or an insurance contract (other than a life, health or accident,
property, casualty, or liability insurance contract) for the investment of
assets if the custodial account or contract would, except for the fact that it
is not a trust, constitute a qualified trust under Code Section 401.

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

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

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

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


1.2     Interpretation

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


                                       7


                                   ARTICLE II
                                    SERVICE


2.1     Special Definitions

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

The "continuous service" of an employee means the continuous service credited
to him in accordance with the provisions of this Article.

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

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

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

The "severance date" of an employee means the earlier of (i) the date on which
he retires, dies, or his employment with all Employers and Related Companies
is otherwise terminated, or (ii) the first anniversary of the first date of a
period during which he is absent from work with all Employers and Related
Companies for any other reason; provided, however, that if he terminates
employment with or is absent from work with all Employers and Related
Companies on account of service with the armed forces of the United States, he
shall not incur a "severance date" if he is eligible for reemployment rights
under the Uniformed Services Employment and Reemployment Rights Act of 1994
and he returns to work with an Employer or a Related Company within the period
during which he retains such reemployment rights, but, if he does not return
to work within such period, his "severance date" shall be the earlier of the
date which is one year after his absence commenced or the last day of the
period during which he retains such reemployment rights; and provided,
further, that if an employee is on a "maternity/paternity absence" beyond the
first anniversary of the first day of such absence, he shall not incur a
"severance date" if he returns to employment before the second anniversary of
the first day of such absence but, if he does not return within such period,
his "severance date" shall be the second anniversary of the first date of such
"maternity/paternity absence"; and provided, further, that if an employee is
on a paid leave of absence beyond the first anniversary of the first day of
such absence, he shall not incur a "severance date" if he returns to
employment before the second anniversary of the first


                                       8


day of such absence but, if he does not return within such period, his
"severance date" shall be the first anniversary of the first date of such paid
leave of absence.

2.2     Crediting of Hours of Service

A person shall be credited with an Hour of Service for each hour for which he
is paid, or entitled to payment, for the performance of duties for an
Employer, a Predecessor Employer, or any Related Company.  Except as otherwise
specifically provided with respect to Predecessor Employers, Hours of Service
shall not be credited for employment with a corporation or business prior to
the date such corporation or business becomes a Related Company.
Notwithstanding the foregoing, with respect to former employees of Da-Tech
Corporation who were hired by an Employer on July 6, 1998, employment with Da-
Tech Corporation before July 6, 1998 shall be treated as employment with an
Employer

2.3     Crediting of Continuous Service

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

2.4     Eligibility Service

There shall be no Eligibility Service credited under the Plan.

2.5     Vesting Service

An employee shall be credited with Vesting Service equal to his "continuous
service".  Vesting Service shall be computed to the nearest 1/12th of a year
treating each calendar month or portion of a calendar month in which an
employee is credited with "continuous service" as 1/12th year of Vesting
Service.

2.6     Crediting of Service on Transfer or Amendment

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


                                       9


credited with Vesting Service hereunder as provided in Treasury Regulations
Section 1.410(a)-7(f)(1).

2.7     Crediting of Service to Leased Employees

Notwithstanding any other provision of the Plan to the contrary, a "leased
employee" working for an Employer or a Related Company (other than an
"excludable leased employee") shall be considered an employee of such Employer
or Related Company for purposes of Vesting Service crediting under the Plan,
but shall not be eligible to participate in the Plan.  Such "leased employee"
shall also be considered an employee of such Employer or Related Company for
purposes of applying Code Sections 401(a)(3), (4), (7), and (16), and 408(k),
415, and 416.

A "leased employee" means any person who performs services for an Employer or
a Related Company (the "recipient") (other than an employee of the
"recipient") pursuant to an agreement between the "recipient" and any other
person (the "leasing organization") on a substantially full-time basis for a
period of at least one year, provided that such services are performed under
primary direction of or control by the "recipient".  An "excludable leased
employee" means any "leased employee" of the "recipient" who is covered by a
money purchase pension plan maintained by the "leasing organization" which
provides for (i) a nonintegrated employer contribution on behalf of each
participant in the plan equal to at least ten percent of compensation, (ii)
full and immediate vesting, and (iii) immediate participation by employees of
the "leasing organization" (other than employees who perform substantially all
of their services for the "leasing organization" or whose compensation from
the "leasing organization" in each plan year during the four-year period
ending with the plan year is less than $1,000); provided, however, that
"leased employees" do not constitute more than 20 percent of the "recipient's"
nonhighly compensated work force.  For purposes of this Section, contributions
or benefits provided to a "leased employee" by the "leasing organization" that
are attributable to services performed for the "recipient" shall be treated as
provided by the "recipient".


                                       10


                                  ARTICLE III
                                  ELIGIBILITY


3.1     Eligibility

Each Employee who was an Eligible Employee immediately prior to January 1,
2001 shall continue to be an Eligible Employee on January 1, 2001.  Each other
Employee shall become an Eligible Employee as of the Enrollment Date
coinciding with or next following the date on which he becomes an Employee.

3.2     Transfers of Employment

If a person is transferred directly from employment with an Employer or with a
Related Company in a capacity other than as an Employee to employment as an
Employee, he shall become an Eligible Employee as of the later of the date he
is so transferred or the date he would have become an Eligible Employee if he
had been an Employee for his entire period of employment with the Employer or
Related Company.

3.3     Reemployment

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

3.4     Notification Concerning New Eligible Employees

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

3.5     Effect and Duration

Upon becoming an Eligible Employee, an Employee shall be entitled to make Tax-
Deferred and After-Tax Contributions to the Plan in accordance with the
provisions of Article IV and Article V and receive allocations of Employer
Contributions in accordance with the provisions of Article VI (provided he
meets any applicable requirements thereunder) and shall be bound by all the
terms and conditions of the Plan and the Trust Agreement.  A person shall
continue as an Eligible Employee eligible to make Tax-Deferred and After-Tax
Contributions to the Plan and to participate in allocations of Employer
Contributions only so long as he continues employment as an Employee.


                                       11


                                   ARTICLE IV
                          TAX-DEFERRED CONTRIBUTIONS


4.1     Tax-Deferred Contributions

Effective as of the date he becomes an Eligible Employee, each Eligible
Employee may elect, in accordance with rules prescribed by the Administrator,
to have Tax-Deferred Contributions made to the Plan on his behalf by his
Employer as hereinafter provided.  An Eligible Employee's election shall
include his authorization for his Employer to reduce his Compensation and to
make Tax-Deferred Contributions on his behalf.  An Eligible Employee who
elects not to have Tax-Deferred Contributions made to the Plan as of the first
Enrollment Date he becomes eligible to participate may change his election by
amending his reduction authorization as prescribed in this Article.

Tax-Deferred Contributions on behalf of an Eligible Employee shall commence
with the first payment of Compensation made on or after the date on which his
election is effective.

4.2     Amount of Tax-Deferred Contributions

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

4.3     Combined Limit on Tax-Deferred and After-Tax Contributions

Notwithstanding any other provision of the Plan to the contrary, in no event
may the Tax-Deferred Contributions made on behalf of an Eligible Employee for
the Plan Year, when combined with the After-Tax Contributions made by the
Eligible Employee for the Plan Year, exceed 15 percent of the Eligible
Employee's Compensation for the Plan Year.

4.4     Amendments to Reduction Authorization

An Eligible Employee may elect, in the manner prescribed by the Administrator,
to change the amount of his future Compensation that his Employer contributes
on his behalf as Tax-Deferred Contributions.  An Eligible Employee may amend
his reduction authorization at such time or times during the Plan Year as the
Administrator may prescribe by giving such number of days advance notice of
his election as the Administrator may prescribe.  An Eligible Employee who
amends his reduction authorization shall be limited to selecting an amount of
his Compensation that is otherwise permitted under this Article IV.  Tax-
Deferred Contributions shall be made on behalf of such Eligible Employee by
his Employer pursuant to his properly amended reduction


                                       12


authorization commencing with Compensation paid to the Eligible Employee on or
after the date such amendment is effective, until otherwise altered or
terminated in accordance with the Plan.

4.5     Suspension of Tax-Deferred Contributions

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

4.6     Resumption of Tax-Deferred Contributions

An Eligible Employee who has voluntarily suspended his Tax-Deferred
Contributions may elect, in the manner prescribed by the Administrator, to
have such contributions resumed.  An Eligible Employee may make such election
at such time or times during the Plan Year as the Administrator may prescribe,
by giving such number of days advance notice of his election as the
Administrator may prescribe.

4.7     Delivery of Tax-Deferred Contributions

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

4.8     Vesting of Tax-Deferred Contributions

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


                                       13


                                   ARTICLE V
                   AFTER-TAX AND ROLLOVER CONTRIBUTIONS


5.1     After-Tax Contributions

An Eligible Employee may elect, in accordance with rules prescribed by the
Administrator, to make After-Tax Contributions to the Plan.  After-Tax
Contributions shall be made by payroll withholding in accordance with the
provisions of this Article V.  An Eligible Employee's election to make After-
Tax Contributions may be made effective as of the Enrollment Date on which he
becomes an Eligible Employee.  An Eligible Employee who elects not to make
After-Tax Contributions by payroll withholding as of the first Enrollment Date
on which he is eligible may change his election by amending his payroll
withholding authorization as prescribed in this Article

After-Tax Contributions by payroll withholding shall commence with the first
payment of Compensation made on or after the date on which the Eligible
Employee's election is effective.

5.2     Amount of After-Tax Contributions by Payroll Withholding

The amount of After-Tax Contributions made by an Eligible Employee by payroll
withholding shall be an integral percentage of his Compensation up to five
percent.

5.3     Combined Limit on Tax-Deferred and After-Tax Contributions

Notwithstanding any other provision of the Plan to the contrary, in no event
may the After-Tax Contributions made by an Eligible Employee for the Plan
Year, when combined with the Tax-Deferred Contributions made on behalf of the
Eligible Employee for the Plan Year, exceed 15 percent of the Eligible
Employee's Compensation for the Plan Year.

5.4     Amendments to Payroll Withholding Authorization

An Eligible Employee may elect, in the manner prescribed by the Administrator,
to change the amount of his future Compensation that he contributes to the
Plan as After-Tax Contributions by payroll withholding.  An Eligible Employee
may amend his payroll withholding authorization at such time or times during
the Plan Year as the Administrator may prescribe by giving such number of days
advance notice of his election as the Administrator may prescribe.  An
Eligible Employee who changes his payroll withholding authorization shall be
limited to selecting an amount of his Compensation that is otherwise permitted
under this Article V.  After-Tax Contributions shall be made on behalf of such
Eligible Employee pursuant to his properly amended payroll withholding
authorization commencing with Compensation paid to the Eligible Employee on or
after the date such amendment is effective, until otherwise altered or
terminated in accordance with the Plan.

5.5     Suspension of After-Tax Contributions by Payroll Withholding


                                       14


An Eligible Employee who is making After-Tax Contributions by payroll
withholding may elect, in the manner prescribed by the Administrator, to have
such contributions suspended at any time by giving such number of days advance
notice to his Employer as the Administrator may prescribe.  Any such voluntary
suspension shall take effect commencing with Compensation paid to such
Eligible Employee on or after the expiration of the required notice period and
shall remain in effect until After-Tax Contributions are resumed as
hereinafter set forth.

5.6     Resumption of After-Tax Contributions by Payroll Withholding

An Eligible Employee who has voluntarily suspended his After-Tax Contributions
by payroll withholding in accordance with Section 5.5 may elect, in the manner
prescribed by the Administrator, to have such contributions resumed.  An
Eligible Employee may make such election at such time or times as the
Administrator may prescribe, by giving such number of days advance notice of
his election as the Administrator may prescribe.

5.7     Delivery of After-Tax Contributions

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

5.8     Rollover Contributions

An Employee who was a participant in a plan qualified under Code Section 401
and who receives (or is eligible to receive) a cash distribution from such
plan that he elects either (i) to roll over immediately to a qualified
retirement plan or (ii) to roll over into a conduit IRA from which he receives
a later cash distribution, may elect to make a Rollover Contribution to the
Plan if he is entitled under Code Section 402(c) or 408(d)(3)(A) to roll over
such distribution to another qualified retirement plan.  The Administrator may
require an Employee to provide it with such information as it deems necessary
or desirable to show that he is entitled to roll over such distribution to
another qualified retirement plan.  An Employee shall make a Rollover
Contribution to the Plan by delivering, or causing to be delivered, to the
Trustee the cash that constitutes the Rollover Contribution amount within 60
days of receipt of the distribution from the plan or from the conduit IRA in
the manner prescribed by the Administrator.

5.9     Vesting of After-Tax Contributions and Rollover Contributions

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


                                       15


                                   ARTICLE VI
                             EMPLOYER CONTRIBUTIONS


6.1     Contribution Period

The Contribution Periods for Employer Contributions shall be as follows:

(a)     The Contribution Period for Matching Contributions under the Plan is
each month.

(b)     The Contribution Period for Qualified Nonelective Contributions under
the Plan is each Plan Year.

(c)     The Contribution Period for Profit-Sharing Contributions under the
Plan is each Plan Year.

6.2     Profit-Sharing Contributions

Each Employer may, in its discretion, make a Profit-Sharing Contribution to
the Plan for the Contribution Period in an amount determined by the Employer.

6.3     Allocation of Profit-Sharing Contributions

Any Profit-Sharing Contribution made by an Employer for a Contribution Period
shall be allocated among its Eligible Employees during the Contribution Period
who have met the allocation requirements for Profit-Sharing Contributions
described in this Article.  The allocable share of each such Eligible Employee
shall be in the ratio which his Compensation from the Employer for the
Contribution Period bears to the aggregate of such Compensation for all such
Eligible Employees.

Notwithstanding any other provision of the Plan to the contrary, Compensation
earned by an Eligible Employee during a Contribution Period, but prior to the
date on which the Employee first became an Eligible Employee shall be excluded
in determining the Eligible Employee's allocable share of any Profit-Sharing
Contribution made for the Contribution Period.

6.4     Qualified Nonelective Contributions

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


                                       16


6.5     Allocation of Qualified Nonelective Contributions

Any Qualified Nonelective Contribution made by an Employer for a Contribution
Period shall be allocated among its Eligible Employees during the Contribution
Period who have met the allocation requirements for Qualified Nonelective
Contributions described in this Article, other than any such Eligible Employee
who is a Highly Compensated Employee.  The allocable share of each such
Eligible Employee shall be determined as follows:

(a)     the Eligible Employee with the least "test compensation", as defined
in Section 7.1, shall receive an allocation equal to the lower of:

(i)     the maximum contribution permitted to be made to the Plan on his
behalf under Code Section 415, taking into account any contributions already
made on his behalf; or

(ii)     the full amount of the Qualified Nonelective Contribution made by the
Employer for the Contribution Period.

(b)     If any Qualified Nonelective Employer Contribution remains after
allocation has been made in accordance with the provisions of paragraph (a)
above, the Eligible Employee with the next lowest "test compensation", as
defined in Section 7.1, shall receive an allocation equal to the lower of:

(i)     the maximum contribution permitted to be made to the Plan on his
behalf under Code Section 415, taking into account any contributions already
made on his behalf; or

(ii)     the balance of the Qualified Nonelective Contribution made by the
Employer for the Contribution Period remaining after allocation has been made
in accordance with the provisions of paragraph (a) above.

(c)     If any Qualified Nonelective Contribution remains after allocation has
been made in accordance with the provisions of paragraph (b) above,
allocations shall continue to Eligible Employees as provided in paragraph (b)
in ascending order of "test compensation", until the Qualified Nonelective
Contribution has been fully allocated.

6.6     Amount and Allocation of Matching Contributions

Each Employer shall make a Matching Contribution to the Plan for each
Contribution Period on behalf of each of its Eligible Employees during the
Contribution Period who has met the allocation requirements for Matching
Contributions described in this Article.  The amount of such Matching
Contribution shall be in an amount equal to the percentage, as indicated
below, of the aggregate Tax-Deferred Contributions and After-Tax Contributions
made for the Contribution Period by or on behalf of such Eligible Employee.


                                       17


(a)     $.25 for each $1.00 allocated to such a Participant's Tax-Deferred
and/or After-Tax Contributions for Participants with up to two years of
Vesting Service as of the first day of the calendar quarter.

(b)     $.50 for each $1.00 allocated to such a Participant's Tax-Deferred
and/or After-Tax Contributions for Participants with at least two years of
Vesting Service and up to five years of Vesting Service as of the first day of
the calendar quarter.

(c)     $.75 for each $1.00 allocated to such a Participant's Tax Deferred
and/or After-Tax Contributions for Participants with at least five years of
Vesting Service and up to ten years of Vesting Service as of the first day of
the calendar quarter.

(d)     $.1.00 for each $1.00 allocated to such a Participant's Tax-Deferred
and/or After-Tax Contributions for Participants with ten or more years of
Vesting Service.

In addition, the Employer reserves the right to reduce the amount of Matching
Contributions being allocated to each Participant account, contingent upon a
Board of Directors resolution.

6.7     Limit on Contributions Matched

Notwithstanding any other provision of this Article to the contrary, After-Tax
Contributions and Tax-Deferred Contributions made to the Plan by or on behalf
of an Eligible Employee for a Contribution Period that exceed six percent of
the Eligible Employee's Compensation for the Contribution Period shall be
excluded in determining the amount and allocation of Matching Contributions
with respect to such Eligible Employee for the Contribution Period.

Compensation earned by an Eligible Employee during the Contribution Period,
but prior to the date on which the Employee first became an Eligible Employee,
shall be excluded in applying the limitation contained in this paragraph.  An
Eligible Employee's After-Tax Contributions and Tax-Deferred Contributions
shall be aggregated for purposes of determining whether this limitation has
been met.

6.8     Qualified Matching Contributions

An Employer may designate any portion or all of its Matching Contribution as a
Qualified Matching Contribution.  Amounts that are designated as Qualified
Matching Contributions shall be accounted for separately and may be withdrawn
only as permitted under the Plan.


                                       18


6.9     Verification of Amount of Employer Contributions by the Sponsor

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

6.10     Payment of Employer Contributions

Employer Contributions made for a Contribution Period shall be paid in cash to
the Trustee within the period of time required under the Code in order for the
contribution to be deductible by the Employer in determining its Federal
income taxes for the Plan Year.

6.11     Allocation Requirements for Employer Contributions

A person who was an Eligible Employee at any time during a Contribution Period
shall be eligible to receive an allocation of Profit-Sharing Contributions for
such Contribution Period.

A person who was an Eligible Employee at any time during a Contribution Period
shall be eligible to receive an allocation of Matching Contributions for such
Contribution Period.

A person who was an Eligible Employee at any time during a Contribution Period
shall be eligible to receive an allocation of Qualified Nonelective
Contributions for such Contribution Period.

6.12     Vesting of Employer Contributions

A Participant's vested interest in his Qualified Nonelective and Qualified
Matching Contributions Sub-Accounts shall be at all times 100 percent.

A Participant's vested interest in his Profit-Sharing and Regular Matching
Contributions Sub-Accounts shall be determined in accordance with the
following schedule:


     Years of Vesting Service               Vested Interest
     ________________________               _______________

        Less than 3                                 0%

        3, but less than 4                         33%

        4, but less than 5                         66%

        5 or more                                 100%


                                       19


Notwithstanding the foregoing, if a Participant is employed by an Employer or
a Related Company on his Normal Retirement Date, the date he becomes Disabled,
or the date he dies, his vested interest in his Profit-Sharing and Regular
Matching Contributions Sub-Accounts shall be 100 percent.

6.13     Election of Former Vesting Schedule

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

6.14     Forfeitures to Reduce Employer Contributions

Notwithstanding any other provision of the Plan to the contrary, the amount of
the Employer Contribution required under this Article for a Plan Year shall be
reduced by the amount of any forfeitures occurring during the Plan Year or any
prior Plan Year that are not used to pay Plan expenses and that are applied
against Employer Contributions as provided in Article XIV.


                                       20


                                  ARTICLE VII
                        LIMITATIONS ON CONTRIBUTIONS


7.1     Definitions

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

The "aggregate limit" means the sum of (i) 125 percent of the greater of the
average "contribution percentage" for "eligible participants" other than
Highly Compensated Employees or the average "deferral percentage" for Eligible
Employees other than Highly Compensated Employees and (ii) the lesser of 200
percent or two plus the lesser of such average "contribution percentage" or
average "deferral percentage", or, if it would result in a larger "aggregate
limit", the sum of (iii) 125 percent of the lesser of the average
"contribution percentage" for "eligible participants" other than Highly
Compensated Employees or the average "deferral percentage" for Eligible
Employees other than Highly Compensated Employees and (iv) the lesser of 200
percent or two plus the greater of such average "contribution percentage" or
average "deferral percentage".  For purposes of determining the "aggregate
limit", the "contribution percentages" and "deferral percentages" used shall
be for the applicable "testing year".

The "annual addition" with respect to a Participant for a "limitation year"
means the sum of the Tax-Deferred Contributions, After-Tax Contributions, and
Employer Contributions allocated to his Account for the "limitation year"
(including any "excess contributions" that are distributed pursuant to this
Article), the employer contributions, "employee contributions", and
forfeitures allocated to his accounts for the "limitation year" under any
other qualified defined contribution plan (whether or not terminated)
maintained by an Employer or a Related Company concurrently with the Plan, and
amounts described in Code Sections 415(l)(2) and 419A(d)(2) allocated to his
account for the "limitation year".

The "contribution percentage" with respect to an "eligible participant" for a
particular Plan Year means the ratio of the sum of the Matching Contributions
made to the Plan on his behalf and the After-Tax Contributions made by him for
the Plan Year to his "test compensation" for such Plan Year.  To the extent
permitted by regulations issued under Code Section 401(m), the Sponsor may
elect to include the Tax-Deferred Contributions and/or Qualified Nonelective
Contributions made to the Plan on an "eligible participant's" behalf for the
Plan Year in computing the numerator of such "eligible participant's"
"contribution percentage".  Notwithstanding the foregoing, any Tax-Deferred
Contributions, Qualified Matching Contributions, and/or Qualified Nonelective
Contributions that are included in determining the numerator of an "eligible
participant's" "deferral percentage" may not be included in determining the
numerator of his "contribution percentage".


                                       21


After-Tax Contributions made by an "eligible participant" shall be included in
determining his "contribution percentage" for a Plan Year only if they are
contributed to the Plan before the end of such Plan Year.  Other contributions
made on an "eligible participant's" behalf for a Plan Year shall be included
in determining his "contribution percentage" for such Plan Year only if the
contributions are allocated to the "eligible participant's" Account as of a
date within such Plan Year and are made to the Plan before the end of the 12-
month period immediately following the Plan Year to which the contributions
relate.  The determination of an "eligible participant's" "contribution
percentage" shall be made after any reduction required to satisfy the Code
Section 415 limitations is made as provided in this Article VII and shall
satisfy such other requirements as may be prescribed by the Secretary of the
Treasury.


                                       22


The "deferral percentage" with respect to an Eligible Employee for a
particular Plan Year means the ratio of the Tax-Deferred Contributions made on
his behalf for the Plan Year to his "test compensation" for the Plan Year.  To
the extent permitted by regulations issued under Code Section 401(k), the
Sponsor may elect to include Qualified Matching Contributions and/or Qualified
Nonelective Contributions made to the Plan on the Eligible Employee's behalf
for the Plan Year in computing the numerator of such Eligible Employee's
"deferral percentage".  Notwithstanding the foregoing, any Tax-Deferred
Contributions, Qualified Matching Contributions, and/or Qualified Nonelective
Contributions that are included in determining the numerator of an Eligible
Employee's "contribution percentage" may not be included in determining the
numerator of his "deferral percentage".

Contributions made on an Eligible Employee's behalf for a Plan Year shall be
included in determining his "deferral percentage" for such Plan Year only if
they meet the following requirements:

(a)     Tax-Deferred Contributions must relate to Compensation that would, but
for the Eligible Employee's deferral election, have been received by the
Eligible Employee during such Plan Year.

(b)     The contributions must be allocated to the Eligible Employee's Account
as of a date within such Plan Year.

(c)     The contributions must be made to the Plan before the end of the 12-
month period immediately following the Plan Year to which they relate.

The determination of an Eligible Employee's "deferral percentage" shall be
made after any reduction required to satisfy the Code Section 415 limitations
is made as provided in this Article VII and shall satisfy such other
requirements as may be prescribed by the Secretary of the Treasury.

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

An "eligible participant" means any Eligible Employee who is eligible to make
After-Tax Contributions or to have Tax-Deferred Contributions made on his
behalf (if Tax-Deferred Contributions are taken into account in determining
"contribution percentages"), or to participate in the allocation of Matching
Contributions.

An "employee contribution" means any employee after-tax contribution allocated
to an Eligible Employee's account under any qualified plan of an Employer or a
Related Company.

An "excess contribution" means any contribution made to the Plan by or on
behalf of a Participant that exceeds one of the limitations described in this
Article.

An "excess deferral" with respect to a Participant means that portion of a
Participant's Tax-Deferred Contributions for his taxable year that, when added
to amounts deferred for such taxable year under other plans or arrangements
described in Code Section 401(k), 408(k), or 403(b) (other than any such plan
or arrangement that is maintained by an Employer or a Related Company), would
exceed the dollar limit imposed under Code Section 402(g) as in effect on
January 1 of the calendar year in which such taxable year begins and is
includible in the Participant's gross income under Code Section 402(g).

A "limitation year" means the calendar year.

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

A "qualified matching contribution" means any employer contribution allocated
to an Eligible Employee's account under any plan of an Employer or a Related
Company solely on account of "elective contributions" made on his behalf or
"employee contributions" made by him that is a qualified matching contribution
as defined in regulations issued under Code Section 401(k), is nonforfeitable
when made, and is distributable only as permitted in regulations issued under
Code Section 401(k).


                                       23


A "qualified nonelective contribution" means any employer contribution
allocated to an Eligible Employee's account under any plan of an Employer or a
Related Company that the Participant could not elect instead to receive in
cash, that is a qualified nonelective contribution as defined in Code Sections
401(k) and 401(m) and regulations issued thereunder, is nonforfeitable when
made, and is distributable only as permitted in regulations issued under Code
Section 401(k).

The "test compensation" of an Eligible Employee or "eligible participant" for
a Plan Year means compensation as defined in Code Section 414(s) and
regulations issued thereunder, limited, however, to $150,000 (subject to
adjustment annually as provided in Code Sections 401(a)(17)(B) and 415(d);
provided, however, that the dollar increase in effect on January 1 of any
calendar year, if any, is effective for Plan Years beginning in such calendar
year) and, if elected by the Sponsor, further limited solely to "test
compensation" of an Employee attributable to periods of time when he is an
Eligible Employee or "eligible participant".  If the "test compensation" of an
Eligible Employee or "eligible participant" is determined over a period of
time that contains fewer than 12 calendar months, then the annual compensation
limitation described above shall be adjusted with respect to that Eligible
Employee or "eligible participant" by multiplying the annual compensation
limitation in effect for the Plan Year by a fraction the numerator of which is
the number of full months in the period and the denominator of which is 12;
provided, however, that no proration is required for an Eligible Employee or
"eligible participant" who is covered under the Plan for less than one full
Plan Year if the formula for allocations is based on Compensation for a period
of at least 12 months.

The "testing year" means the Plan Year for which the limitations on "deferral
percentages" and "contribution percentages" of Highly Compensated Employees
are being determined.

7.2     Code Section 402(g) Limit

In no event shall the amount of the Tax-Deferred Contributions made on behalf
of an Eligible Employee for his taxable year, when aggregated with any
"elective contributions" made on behalf of the Eligible Employee under any
other plan of an Employer or a Related Company for his taxable year, exceed
the dollar limit imposed under Code Section 402(g), as in effect on January 1
of the calendar year in which such taxable year begins.  In the event that the
Administrator determines that the reduction percentage elected by an Eligible
Employee will result in his exceeding the Code Section 402(g) limit, the
Administrator may adjust the reduction authorization of such Eligible Employee
by reducing the percentage of his Tax-Deferred Contributions to such smaller
percentage that will result in the Code Section 402(g) limit not being
exceeded.  If the Administrator determines that the Tax-Deferred Contributions
made on behalf of an Eligible Employee would exceed the Code Section 402(g)
limit for his taxable year, the Tax-Deferred Contributions for such
Participant shall be automatically suspended for the remainder, if any, of
such taxable year.

If an Employer notifies the Administrator that the Code Section 402(g) limit
has nevertheless been exceeded by an Eligible Employee for his taxable year,
the Tax-Deferred Contributions that, when aggregated with "elective
contributions" made on behalf of the Eligible Employee
                                       24


under any other plan of an Employer or a Related Company, would exceed the
Code Section 402(g) limit, plus any income and minus any losses attributable
thereto, shall be distributed to the Eligible Employee no later than the April
15 immediately following such taxable year.  Any Tax-Deferred Contributions
that are distributed to an Eligible Employee in accordance with this Section
shall not be taken into account in determining the Eligible Employee's
"deferral percentage" for the "testing year" in which the Tax-Deferred
Contributions were made, unless the Eligible Employee is a Highly Compensated
Employee.

If an amount of Tax-Deferred Contributions is distributed to a Participant in
accordance with this Section, Matching Contributions that are attributable
solely to the distributed Tax-Deferred Contributions, plus any income and
minus any losses attributable thereto, shall be forfeited by the Participant
no earlier than the date on which distribution of Tax-Deferred Contributions
pursuant to this Section occurs and no later than the last day of the Plan
Year following the Plan Year for which the Matching Contributions were made.

7.3     Distribution of Excess Deferrals

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

7.4     Limitation on Tax-Deferred Contributions of Highly Compensated
Employees

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

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

(b)     a percentage that is not more than 200 percent of the average
"deferral percentage" for all other Eligible Employees for the "testing year"
and that is not more than two percentage


                                       25


points higher than the average "deferral percentage" for all other Eligible
Employees for the "testing year",

unless the "excess contributions", determined as provided in Section 7.5, are
distributed as provided in Section 7.6.

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

In determining the "deferral percentage" for any Eligible Employee who is a
Highly Compensated Employee for the Plan Year, "elective contributions",
"qualified nonelective contributions", and "qualified matching contributions"
(to the extent that "qualified nonelective contributions" and "qualified
matching contributions" are taken into account in determining "deferral
percentages") made to his accounts under any plan of an Employer or a Related
Company that is not mandatorily disaggregated pursuant to IRS regulations
Section 1.410(b)-7(c), as modified by Section 1.401(k)-1(g)(11), shall be
treated as if all such contributions were made to the Plan; provided, however,
that if such a plan has a plan year different from the Plan Year, any such
contributions made to the Highly Compensated Employee's accounts under the
plan for the plan year ending with or within the same calendar year as the
Plan Year shall be treated as if such contributions were made to the Plan.
Notwithstanding the foregoing, such contributions shall not be treated as if
they were made to the Plan if regulations issued under Code Section 401(k) do
not permit such plan to be aggregated with the Plan.

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

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

7.5     Determination and Allocation of Excess Tax-Deferred Contributions
Among Highly Compensated Employees

                                       26


Notwithstanding any other provision of the Plan to the contrary, in the event
that the limitation on Tax-Deferred Contributions described in Section 7.4 is
exceeded in any Plan Year, the Administrator shall determine the dollar amount
of the excess by reducing the dollar amount of the contributions included in
determining the "deferral percentage" of Highly Compensated Employees in order
of their "deferral percentages" as follows:

(a)     The highest "deferral percentage(s)" shall be reduced to the greater
of (1) the maximum "deferral percentage" that satisfies the limitation on Tax-
Deferred Contributions described in Section 7.4 or (2) the next highest
"deferral percentage".

(b)     If the limitation on Tax-Deferred Contributions described in Section
7.4 would still be exceeded after application of the provisions of paragraph
(a), the Administrator shall continue reducing "deferral percentages" of
Highly Compensated Employees, continuing with the next highest "deferral
percentage", in the manner provided in paragraph (a) until the limitation on
Tax-Deferred Contributions described in Section 7.4 is satisfied.

The determination of the amount of "excess contributions" hereunder shall be
made after Tax-Deferred Contributions and "excess deferrals" have been
distributed pursuant to Sections 7.2 and 7.3, if applicable.

After determining the dollar amount of the "excess contributions" that have
been made to the Plan, the Administrator shall allocate such excess among
Highly Compensated Employees in order of the dollar amount of the Tax-Deferred
and Qualified Matching Contributions (to the extent such contributions are
included in determining "deferral percentages") allocated to their Accounts as
follows:

(c)     The contributions made on behalf of the Highly Compensated Employee(s)
with the largest dollar amount of Tax-Deferred and Qualified Matching
Contributions allocated to his Account for the Plan Year shall be reduced by
the dollar amount of the excess (with such dollar amount being allocated
equally among all such Highly Compensated Employees), but not below the dollar
amount of such contributions made on behalf of the Highly Compensated
Employee(s) with the next highest dollar amount of such contributions
allocated to his Account for the Plan Year.

(d)     If the excess has not been fully allocated after application of the
provisions of paragraph (c), the Administrator shall continue reducing the
contributions made on behalf of Highly Compensated Employees, continuing with
the Highly Compensated Employees with the largest remaining dollar amount of
such contributions allocated to their Accounts for the Plan Year, in the
manner provided in paragraph (c) until the entire excess determined above has
been allocated.


                                       27


7.6     Distribution of Excess Tax-Deferred Contributions

"Excess contributions" allocated to a Highly Compensated Employee pursuant to
the preceding Section, plus any income and minus any losses attributable
thereto, shall be distributed to the Highly Compensated Employee prior to the
end of the next succeeding Plan Year.  If such excess amounts are distributed
more than 2 1/2 months after the last day of the Plan Year for which the
excess occurred, an excise tax may be imposed under Code Section 4979 on the
Employer maintaining the Plan with respect to such amounts.

Excess amounts shall be distributed from the Highly Compensated Employee's
Tax-Deferred Contributions and Qualified Matching Contributions Sub-Accounts
in proportion to the Tax-Deferred Contributions and Qualified Matching
Contributions included in determining the Highly Compensated Employee's
"deferral percentage" for the Plan Year.

If an amount of Tax-Deferred Contributions is distributed to a Participant in
accordance with this Section, Matching Contributions that are attributable
solely to the distributed Tax-Deferred Contributions, plus any income and
minus any losses attributable thereto, shall be forfeited by the Participant
no earlier than the date on which distribution of Tax-Deferred Contributions
pursuant to this Section occurs and no later than the last day of the Plan
Year following the Plan Year for which the Matching Contributions were made.

7.7     Limitation on Matching Contributions and After-Tax Contributions of
Highly Compensated Employees

Notwithstanding any other provision of the Plan to the contrary, the Matching
Contributions and After-Tax Contributions made with respect to a Plan Year by
or on behalf of "eligible participants" who are Highly Compensated Employees
may not result in an average "contribution percentage" for such "eligible
participants" that exceeds the greater of:

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

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

unless the "excess contributions", determined as provided in Section 7.8, are
forfeited or distributed as provided in Section 7.9.

In determining the "contribution percentage" for any "eligible participant"
who is a Highly Compensated Employee for the Plan Year, "matching
contributions", "employee contributions", "qualified nonelective
contributions", and "elective contributions" (to the extent that "qualified
nonelective contributions" and "elective contributions" are taken into account
in determining "contribution percentages") made to his accounts under any plan
of an Employer or a Related Company that is not mandatorily disaggregated
pursuant to IRS regulations Section 1.410(b)-7(c), as modified by IRS
regulations Section 1.401(k)-1(g)(11), shall be treated as if all such

                                      28

contributions were made to the Plan; provided, however, that if such a plan
has a plan year different from the Plan Year, any such contributions made to
the Highly Compensated Employee's accounts under the plan for the plan year
ending with or within the same calendar year as the Plan Year shall be treated
as if such contributions were made to the Plan.  Notwithstanding the
foregoing, such contributions shall not be treated as if they were made to the
Plan if regulations issued under Code Section 401(m) do not permit such plan
to be aggregated with the Plan.

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

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

7.8     Determination and Allocation of Excess After-Tax and Matching
Contributions Among Highly Compensated Employees

Notwithstanding any other provision of the Plan to the contrary, in the event
that the limitation on After-Tax and Matching Contributions described in
Section 7.7 is exceeded in any Plan Year, the Administrator shall determine
the dollar amount of the excess by reducing the dollar amount of the
contributions included in determining the "contribution percentage" of Highly
Compensated Employees in order of their "contribution percentages", as
follows:

(a)     The highest "contribution percentage(s)" shall be reduced to the
greater of (1) the maximum "contribution percentage" that satisfies the
limitation on After-Tax and Matching Contributions described in Section 7.7 or
(2) the next highest "contribution percentage".

(b)     If the limitation on After-Tax and Matching Contributions described in
Section 7.7 would still be exceeded after application of the provisions of
paragraph (a), the Administrator shall continue reducing "contribution
percentages" of Highly Compensated Employees, continuing with the next highest
"contribution percentage", in the manner provided in paragraph (a) until the
limitation on After-Tax and Matching Contributions described in Section 7.7 is
satisfied.

The determination of the amount of excess After-Tax and Matching Contributions
shall be made after application of Sections 7.2, 7.3, and 7.6, if applicable.

After determining the dollar amount of the "excess contributions" that have
been made to the Plan, the Administrator shall allocate such excess among
Highly Compensated Employees in


                                       29


order of the dollar amount of the After-Tax, Matching, and Tax-Deferred
Contributions (to the extent such contributions are included in determining
"contribution percentages") allocated to their Accounts as follows:

(c)     The contributions made on behalf of the Highly Compensated Employee(s)
with the largest dollar amount of After-Tax, Matching, and Tax-Deferred
Contributions allocated to his Account for the Plan Year shall be reduced by
the dollar amount of the excess (with such dollar amount being allocated
equally among all such Highly Compensated Employees), but not below the dollar
amount of such contributions made on behalf of the Highly Compensated
Employee(s) with the next highest dollar amount of such contributions
allocated to his Account for the Plan Year.

(d)     If the excess has not been fully allocated after application of the
provisions of paragraph (c), the Administrator shall continue reducing the
contributions made on behalf of Highly Compensated Employees, continuing with
the Highly Compensated Employees with the largest remaining dollar amount of
such contributions allocated to their Accounts for the Plan Year, in the
manner provided in paragraph (c) until the entire excess determined above has
been allocated.

7.9     Forfeiture or Distribution of Excess Contributions

"Excess contributions" allocated to a Highly Compensated Employee pursuant to
the preceding Section, plus any income and minus any losses attributable
thereto, shall be forfeited, to the extent forfeitable, or distributed to the
Participant prior to the end of the next succeeding Plan Year as hereinafter
provided.  If such excess amounts are distributed more than 2 1/2 months after
the last day of the Plan Year for which the excess occurred, an excise tax may
be imposed under Code Section 4979 on the Employer maintaining the Plan with
respect to such amounts.

The distribution or forfeiture requirement of this Section shall be satisfied
by reducing contributions made by or on behalf of the Highly Compensated
Employee to the extent necessary in the following order:

(a)     After-Tax Contributions made by the Highly Compensated Employee that
have not been matched, if any, shall be distributed.

(b)     Pro rata amounts of After-Tax Contributions made by the Highly
Compensated Employee that have been matched, if any, and the Matching
Contributions attributable thereto (to the extent such Matching Contributions
are included in determining the Highly Compensated Employee's "contribution
percentage") shall be distributed or forfeited, as appropriate.

(c)     Matching Contributions attributable to Tax-Deferred Contributions (to
the extent such Matching Contributions are included in determining the Highly
Compensated Employee's "contribution percentage") shall be distributed or
forfeited, as appropriate.

                                       30


(d)     Tax-Deferred Contributions included in determining the Highly
Compensated Employee's "contribution percentage" shall be distributed.

Excess After-Tax Contributions of a Participant shall in all cases be
distributed.  Excess Matching Contributions shall be distributed only to the
extent a Participant has a vested interest in his Matching Contributions Sub-
Account and shall otherwise be forfeited.  Any amounts forfeited with respect
to a Participant pursuant to this Section shall be treated as a forfeiture
under the Plan no later than the last day of the Plan Year following the Plan
Year for which the Matching Contributions were made.

7.10     Multiple Use Limitation

Notwithstanding any other provision of the Plan to the contrary, the following
multiple use limitation as required under Code Section 401(m) shall apply: the
sum of the average "deferral percentage" for Eligible Employees who are Highly
Compensated Employees and the average "contribution percentage" for "eligible
participants" who are Highly Compensated Employees may not exceed the
"aggregate limit".  In the event that, after satisfaction of the limitations
provided under this Article, it is determined that contributions under the
Plan fail to satisfy the multiple use limitation contained herein, the
multiple use limitation shall be satisfied by further reducing the "deferral
percentages" of Eligible Employees who are Highly Compensated Employees to the
extent necessary to eliminate the excess, as provided in the preceding
Sections.  Instead of reducing "deferral percentages", the Administrator may
determine to satisfy the multiple use limitation in an alternative manner,
consistently applied, that may be permitted by regulations issued under Code
Section 401(m).

If an amount of Tax-Deferred Contributions is distributed to a Participant in
accordance with this Section, Matching Contributions that are attributable
solely to the distributed Tax-Deferred Contributions, plus any income and
minus any losses attributable thereto, shall be forfeited by the Participant
no later than the last day of the Plan Year following the Plan Year for which
the Matching Contributions were made.

7.11     Treatment of Forfeited Matching Contributions

Any Matching Contributions that are forfeited pursuant to the provisions of
the preceding Sections of this Article shall be treated as a forfeiture under
the Plan and applied in accordance with the provisions of Article XIV.

7.12     Determination of Income or Loss

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

7.13     Code Section 415 Limitations on Crediting of Contributions and
Forfeitures


                                       31


Notwithstanding any other provision of the Plan to the contrary, the "annual
addition" with respect to a Participant for a "limitation year" shall in no
event exceed the lesser of (i) $30,000 (adjusted as provided in Code Section
415(d)) or (ii) 25 percent of the Participant's compensation, as defined in
Code Section 415(c)(3) and regulations issued thereunder, for the "limitation
year"; provided, however, that the limit in clause (i) shall be pro-rated for
any short "limitation year".  If the "annual addition" to the Account of a
Participant in any "limitation year" would otherwise exceed the amount that
may be applied for his benefit under the limitation contained in this Section,
the limitation shall be satisfied by reducing contributions made to the
Participant's Account to the extent necessary in the following order:

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

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

Profit-Sharing Contributions otherwise allocable to the Participant's Account
for the "limitation year", if any, shall be reduced.

Qualified Nonelective Contributions otherwise allocable to the Participant's
Account for the "limitation year", if any, shall be reduced.

The amount of any reduction of Tax-Deferred or After-Tax Contributions (plus
any income attributable thereto) shall be returned to the Participant.  The
amount of any reduction of Employer Contributions shall be deemed a forfeiture
for the "limitation year".

Amounts deemed to be forfeitures under this Section shall be held unallocated
in a suspense account established for the "limitation year" and shall be
applied against the Employer's contribution obligation for the next following
"limitation year" (and succeeding "limitation years", as necessary).  If a
suspense account is in existence at any time during a "limitation year", all
amounts in the suspense account must be applied against the Employer's
contribution obligation before any further contributions that would constitute
"annual additions" may be made to the Plan.  No suspense account established
hereunder shall share in any increase or decrease in the net worth of the
Trust.

For purposes of this Article, excesses shall result only from the allocation
of forfeitures, a reasonable error in estimating a Participant's annual
compensation (as defined in Code Section 415(c)(3) and regulations issued
thereunder), a reasonable error in determining the amount of "elective
contributions" that may be made with respect to any Participant under the
limits of Code Section 415, or other limited facts and circumstances that
justify the availability of the provisions set forth above.

7.14     Application of Code Section 415 Limitations Where Participant is
Covered Under Other Qualified Defined Contribution Plan


                                       32


If a Participant is covered by any other qualified defined contribution plan
(whether or not terminated) maintained by an Employer or a Related Company
concurrently with the Plan, and if the "annual addition" for the "limitation
year" would otherwise exceed the amount that may be applied for the
Participant's benefit under the limitation contained in the preceding Section,
such excess shall be reduced first by returning or forfeiting, as provided
under the applicable defined contribution plan, the contributions last
allocated to the Participant's accounts for the "limitation year" under all
such defined contribution plans, and, to the extent such contributions are
returned to the Participant, the income attributable thereto.  If
contributions are allocated to the defined contribution plans as of the same
date, any excess shall be allocated pro rata among the defined contribution
plans.  For purposes of determining the order of reduction hereunder,
contributions to a simplified employee pension plan described in Code Section
408(k) shall be deemed to have been allocated first and contributions to a
welfare benefit fund or individual medical account shall be deemed to have
been allocated next, regardless of the date such contributions were actually
allocated.

7.15     Scope of Limitations

The Code Section 415 limitations contained in the preceding Sections shall be
applicable only with respect to benefits provided pursuant to defined
contribution plans and defined benefit plans described in Code Section 415(k).
 For purposes of applying the Code Section 415 limitations contained in the
preceding Sections, the term "Related Company" shall be adjusted as provided
in Code Section 415(h).


                                       33


                                  ARTICLE VIII
                            TRUST FUNDS AND ACCOUNTS

8.1     General Fund

The Trustee shall maintain a General Fund as required to hold and administer
any assets of the Trust that are not allocated among the Investment Funds as
provided in the Plan or the Trust Agreement.  The General Fund shall be held
and administered as a separate common trust fund.  The interest of each
Participant or Beneficiary under the Plan in the General Fund shall be an
undivided interest.

8.2     Investment Funds

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

The Sponsor may determine to offer one or more Investment Funds that are
invested primarily in equity securities issued by an Employer or a Related
Company that are publicly traded and are "qualifying employer securities" as
defined in ERISA Section 407(d)(5).  In no event may a Participant's Tax-
Deferred Contributions made for any Plan Year beginning on or after January 1,
1999 in excess of one percent of the Participant's Compensation for such Plan
Year be required to be invested in such equity securities.

8.3     Loan Investment Fund

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

8.4     Income on Trust

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

8.5     Accounts

                                       34


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

8.6     Sub-Accounts

A Participant's Account shall be divided into such separate, individual Sub-
Accounts as are necessary or appropriate to reflect the Participant's interest
in the Trust.


                                       35


                                   ARTICLE IX
                          LIFE INSURANCE CONTRACTS


9.1     No Life Insurance Contracts

A Participant's Account may not be invested in life insurance contracts on the
life of the Participant.


                                       36


                                   ARTICLE X
                 DEPOSIT AND INVESTMENT OF CONTRIBUTIONS


10.1     Future Contribution Investment Elections

Each Eligible Employee shall make an investment election in the manner and
form prescribed by the Administrator directing the manner in which the
contributions made on his behalf shall be invested.  An Eligible Employee's
investment election shall specify the percentage, in the percentage increments
prescribed by the Administrator, of such contributions that shall be allocated
to one or more of the Investment Funds with the sum of such percentages
equaling 100 percent, or an Eligible Employee's investment election may elect
to have a specified dollar amount, in accordance with procedures prescribed by
the Administrator.  The investment election by a Participant shall remain in
effect until his entire interest under the Plan is distributed or forfeited in
accordance with the provisions of the Plan or until he records a change of
investment election with the Administrator, in such form as the Administrator
shall prescribe.  If recorded in accordance with any rules prescribed by the
Administrator, a Participant's change of investment election may be
implemented effective at any time during the Plan Year.

10.2     Deposit of Contributions

All contributions made on a Participant's behalf shall be deposited in the
Trust and allocated among the Investment Funds in accordance with the
Participant's currently effective investment election.  If no investment
election is recorded with the Administrator at the time contributions are to
be deposited to a Participant's Account, his contributions shall be allocated
among the Investment Funds as directed by the Administrator.

10.3     Election to Transfer Between Funds

A Participant may elect to transfer investments from any Investment Fund to
any other Investment Fund.  The Participant's transfer election shall specify
a percentage, in the percentage increments prescribed by the Administrator, of
the amount eligible for transfer that is to be transferred, which percentage
may not exceed 100 percent.  Any transfer election must be recorded with the
Administrator, in such form as the Administrator shall prescribe.  Subject to
any restrictions pertaining to a particular Investment Fund, if recorded in
accordance with any rules prescribed by the Administrator, a Participant's
transfer election may be implemented effective at any time during the Plan
Year.

10.4     404(c) Protection

The Plan is intended to constitute a plan described in ERISA Section 404(c)
and regulations issued thereunder.  The fiduciaries of the Plan may be
relieved of liability for any losses that are the direct and necessary result
of investment instructions given by a Participant, his Beneficiary, or an
alternate payee under a qualified domestic relations order.

                                       37


                                   ARTICLE XI
                       CREDITING AND VALUING ACCOUNTS


11.1     Crediting Accounts

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

11.2     Valuing Accounts

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

11.3     Plan Valuation Procedures

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

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

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

(c)     Finally, the net increase or decrease in the value of the Trust Fund
shall be allocated among Accounts in the Trust Fund in the ratio of the
balance of the portion of such Account in the Trust Fund as of the preceding
Valuation Date less any distributions, withdrawals, loans, and transfers from
such Account balance in the Trust Fund since the Valuation Date to the
aggregate balances of the portions of all Accounts in the Trust Fund similarly
adjusted, and each Account in the Trust Fund shall be credited or charged with
the amount of its allocated share.  Notwithstanding the foregoing, the
Administrator may adopt such accounting procedures as it considers appropriate
and equitable to establish a


                                       38


proportionate crediting of net increase or decrease in the value of the Trust
Fund for contributions, loan payments, and transfers to and distributions,
withdrawals, loans, and transfers from such Trust Fund made by or on behalf of
a Participant during the valuation period.

11.4     Finality of Determinations

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

11.5     Notification

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


                                       39


                                  ARTICLE XII
                                     LOANS


12.1     Application for Loan

A Participant who is a party in interest as defined in ERISA Section 3(14) may
make application to the Administrator for a loan from his Account.  Loans
shall be made to Participants in accordance with written guidelines which are
hereby incorporated into and made a part of the Plan.

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

A loan shall not be granted unless the Participant consents to the charging of
his Account for unpaid principal and interest amounts in the event the loan is
declared to be in default.  If a Participant's Account is subject to the
"automatic annuity" provisions under Article XVI, the Participant's spouse
must consent in writing to any loan hereunder.  Any spousal consent given
pursuant to this Section must be made within the 90-day period ending on the
date the Plan acquires a security interest in the Participant's Account, must
acknowledge the effect of the loan, and must be witnessed by a Plan
representative or a notary public.  Such spousal consent shall be binding with
respect to the consenting spouse and any subsequent spouse with respect to the
loan.  A new spousal consent shall be required if the Participant's Account is
used for security in any renegotiation, extension, renewal, or other revision
of the loan.

12.2     Reduction of Account Upon Distribution

Notwithstanding any other provision of the Plan, the amount of a Participant's
Account that is distributable to the Participant or his Beneficiary under
Article XIII or XV shall be reduced by the portion of his vested interest that
is held by the Plan as security for any loan outstanding to the Participant,
provided that the reduction is used to repay the loan.  If distribution is
made because of the Participant's death prior to the commencement of
distribution of his Account and the Participant's vested interest in his
Account is payable to more than one individual as Beneficiary, then the
balance of the Participant's vested interest in his Account shall be adjusted
by reducing the vested account balance by the amount of the security used to
repay the loan, as provided in the preceding sentence, prior to determining
the amount of the benefit payable to each such individual.

                                       40


12.3     Requirements to Prevent a Taxable Distribution

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

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

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

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

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

(c)     The term of any loan to a Participant shall be no greater than five
years, except in the case of a loan used to acquire any dwelling unit which
within a reasonable period of time is to be used (determined at the time the
loan is made) as a principal residence (as defined in Code Section 121) of the
Participant.

(d)     Substantially level amortization shall be required over the term of
the loan with payments made not less frequently than quarterly, except that if
so provided in the written guidelines applicable to Plan loans, the
amortization schedule may be waived and payments suspended while a Participant
is on a leave of absence from employment with an Employer or any Related
Company (for periods in which the Participant does not perform military
service as described in paragraph (e)), provided that all of the following
requirements are met:

(i)     Such leave is either without pay or at a reduced rate of pay that,
after withholding for employment and income taxes, is less than the amount
required to be paid under the amortization schedule;

(ii)     Payments resume after the earlier of (a) the date such leave of
absence ends or (b) the one-year anniversary of the date such leave began;

(iii)     The period during which payments are suspended does not exceed one
year;

(iv)     Payments resume in an amount not less than the amount required under
the original amortization schedule; and

                                       41


(v)     The waiver of the amortization schedule does not extend the period of
the loan beyond the maximum period permitted under this Article.

(e)     If a Participant is absent from employment with any Employer or any
Related Company for a period during which he performs services in the
uniformed services (as defined in chapter 45 of title 38 of the United States
Code), whether or not such services constitute qualified military service, the
suspension of payments shall not be taken into account for purposes of
applying either paragraph (c) or paragraph (d) of this Section provided that
all of the following requirements are met:

(i)     Payments resume upon completion of such military service;

(ii)     Payments resume in an amount not less than the amount required under
the original amortization schedule and continue in such amount until the loan
is repaid in full;

(iii)     Upon resumption, payments are made no less frequently than required
under the original amortization schedule and continue under such schedule
until the loan is repaid in full; and

(iv)     The loan is repaid in full, including interest accrued during the
period of such military service, no later than the last scheduled repayment
date under the original amortization schedule extended by the period of such
military service.

(f)     The loan shall be evidenced by a legally enforceable agreement that
demonstrates compliance with the provisions of this section.

12.4     Administration of Loan Investment Fund

Upon approval of a loan to a Participant, the Administrator shall direct the
Trustee to transfer an amount equal to the loan amount from the Investment
Funds in which it is invested, as directed by the Administrator, to the loan
Investment Fund established in the Participant's name.  Any loan approved by
the Administrator shall be made to the Participant out of the Participant's
loan Investment Fund.  All principal and interest paid by the Participant on a
loan made under this Article shall be deposited to his Account and shall be
allocated upon receipt among the Investment Funds in accordance with the
Participant's currently effective investment election.  The balance of the
Participant's loan Investment Fund shall be decreased by the amount of
principal payments and the loan Investment Fund shall be terminated when the
loan has been repaid in full.

12.5     Default

If either (1) a Participant fails to make or cause to be made, any payment
required under the terms of the loan within 90 days following the date on
which such payment shall become due,

                                       42


unless payment is not made because the Participant is on a leave of absence
and the amortization schedule is waived as provided in Section 12.3(d) or (e),
or (2) there is an outstanding principal balance existing on a loan after the
last scheduled repayment date (extended as provided in Section 12.3(e), if
applicable), the Administrator shall direct the Trustee to declare the loan to
be in default, and the entire unpaid balance of such loan, together with
accrued interest, shall be immediately due and payable.  In any such event, if
such balance and interest thereon is not then paid, the Trustee shall charge
the Account of the borrower with the amount of such balance and interest as of
the earliest date a distribution may be made from the Plan to the borrower
without adversely affecting the tax qualification of the Plan or of the cash
or deferred arrangement.

12.6     Deemed Distribution Under Code Section 72(p)

If a Participant's loan is in default as provided in Section 12.5, the
Participant shall be deemed to have received a taxable distribution in the
amount of the outstanding loan balance as required under Code Section 72(p),
whether or not distribution may actually be made from the Plan without
adversely affecting the tax qualification of the Plan; provided, however, that
the taxable portion of such deemed distribution shall be reduced in accordance
with the provisions of Code Section 72(e) to the extent the deemed
distribution is attributable to the Participant's After-Tax Contributions.

If a Participant is deemed to have received distribution of an outstanding
loan balance hereunder, no further loans may be made to such Participant from
his Account unless either (a) there is a legally enforceable arrangement among
the Participant, the Plan, and the Participant's employer that repayment of
such loan shall be made by payroll withholding or (b) the loan is secured by
such additional collateral consisting of real, personal, or other property
satisfactory to the Administrator to provide adequate security for the loan.

12.7     Treatment of Outstanding Balance of Loan Deemed Distributed Under
Code Section 72(p)

With respect to any loan made on or after January 1, 2002, the balance of such
loan that is deemed to have been distributed to a Participant hereunder shall
cease to be an outstanding loan for purposes of Code Section 72(p) and a
Participant shall not be treated as having received a taxable distribution
when his Account is offset by such outstanding loan balance as provided in
Section 12.5.  Any interest that accrues on a loan after it is deemed to have
been distributed shall not be treated as an additional loan to the Participant
and shall not be included in the Participant's taxable income as a deemed
distribution.  Notwithstanding the foregoing, however, unless a Participant
repays such loan, with interest, the amount of such loan, with interest
thereon calculated as provided in the original loan note, shall continue to be
considered an outstanding loan for purposes of determining the maximum
permissible amount of any subsequent loan under Section 12.3(b).

If a Participant elects to make payments on a loan after it is deemed to have
been distributed hereunder, such payments shall be treated as After-Tax
Contributions to the Plan solely for purposes of determining the taxable
portion of the Participant's Account and shall not be treated

                                       43


as After-Tax Contributions for any other Plan purpose, including application
of the limitations on contributions applicable under Code Sections 401(m) and
415.

12.8     Special Rules Applicable to Loans

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

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

(b)     Maximum Number of Outstanding Loans:  A Participant with an
outstanding loan may not apply for another loan until the existing loan is
paid in full and may not refinance an existing loan or obtain a second loan
for the purpose of paying off the existing loan.  The provisions of this
paragraph shall not apply to any loans made prior to the effective date of
this amendment and restatement; provided, however, that any such loan shall be
taken into account in determining whether a Participant may apply for a new
loan hereunder.

(c)     Maximum Period for Principal Residence Loan:  The term of any loan to
a Participant that is used to acquire any dwelling unit which within a
reasonable period of time is to be used (determined at the time the loan is
made) as a principal residence (as defined in Code Section 121) of the
Participant shall be no greater than ten years.

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

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

12.9     Loans Granted Prior to Amendment

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

                                       44


                                 ARTICLE XIII
                          WITHDRAWALS WHILE EMPLOYED


13.1     Non-Hardship Withdrawals of After-Tax Contributions

A Participant who is employed by an Employer or a Related Company may elect at
any time, subject to the limitations and conditions prescribed in this
Article, to make a cash withdrawal or, if the Participant's Account is subject
to the "automatic annuity" provisions of Article XVI, a withdrawal through the
purchase of a Qualified Joint and Survivor Annuity or a Single Life Annuity as
provided in Article XVI from his After-Tax Contributions Sub-Account.

13.2     Non-Hardship Withdrawals of Rollover Contributions

A Participant who is employed by an Employer or a Related Company may elect at
any time, subject to the limitations and conditions prescribed in this
Article, to make a cash withdrawal or, if the Participant's Account is subject
to the "automatic annuity" provisions of Article XVI, a withdrawal through the
purchase of a Qualified Joint and Survivor Annuity or a Single Life Annuity as
provided in Article XVI from his Rollover Contributions Sub-Account.

13.3     Age 59 1/2 Withdrawals

A Participant who is employed by an Employer or a Related Company and who has
attained age 59 1/2 may elect, subject to the limitations and conditions
prescribed in this Article, to make a cash withdrawal or, if the Participant's
Account is subject to the "automatic annuity" provisions of Article XVI, a
withdrawal through the purchase of a Qualified Joint and Survivor Annuity or a
Single Life Annuity as provided in Article XVI from his vested interest in any
of the following Sub-Accounts:

(a)     his Tax-Deferred Contributions Sub-Account.

(b)     his Profit-Sharing Contributions Sub-Account.

(c)     his Regular Matching Contributions Sub-Account.

13.4     Overall Limitations on Non-Hardship Withdrawals

Non-hardship withdrawals made pursuant to this Article shall be subject to the
following conditions and limitations:

(a)     A Participant must apply for a non-hardship withdrawal such number of
days prior to the date as of which it is to be effective as the Administrator
may prescribe.

(b)     Withdrawals may be made effective as soon as administratively
practicable after the Administrator's approval of the Participant's withdrawal
application.

                                       45


(c)     A Participant who makes a withdrawal from his After-Tax Contributions
Sub-Account in accordance with the provisions of this Article may not make a
further such withdrawal during the 12-month period following the effective
date of the withdrawal.

(d)     A Participant may not make more than one non-hardship withdrawal from
his Rollover Contributions Sub-Account in accordance with the provisions of
this Article during the Plan Year.

 (e)     If a Participant's Account is subject to the "automatic annuity"
provisions of Article XVI, the Participant's spouse must consent to any
withdrawal hereunder, unless the withdrawal is made in the form of a Qualified
Joint and Survivor Annuity.

13.5     Hardship Withdrawals

A Participant who is employed by an Employer or a Related Company and who is
determined by the Administrator to have incurred a hardship in accordance with
the provisions of this Article may elect, subject to the limitations and
conditions prescribed in this Article, to make a cash withdrawal or, if the
Participant's Account is subject to the "automatic annuity" provisions of
Article XVI, a withdrawal through the purchase of a Qualified Joint and
Survivor Annuity or a Single Life Annuity as provided in Article XVI from his
vested interest in any of the following Sub-Accounts:

(a)     his Tax-Deferred Contributions Sub-Account, excluding any income
credited to such Sub-Account after December 31, 1988.

(b)     his Rollover Contributions Sub-Account.

13.6     Hardship Determination

The Administrator shall grant a hardship withdrawal only if it determines that
the withdrawal is necessary to meet an immediate and heavy financial need of
the Participant.  An immediate and heavy financial need of the Participant
means a financial need on account of:

(a)     expenses previously incurred by or necessary to obtain for the
Participant, the Participant's spouse, or any dependent of the Participant (as
defined in Section 152 of the Code) medical care described in Section 213(d)
of the Code;

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

(c)     payment of tuition, related educational fees, and room and board
expenses for the next 12 months of post-secondary education for the
Participant, the Participant's spouse, or any dependent of the Participant; or

                                       46


(d)     the need to prevent the eviction of the Participant from his principal
residence or foreclosure on the mortgage of the Participant's principal
residence.

13.7     Satisfaction of Necessity Requirement for Hardship Withdrawals

A withdrawal shall be deemed to be necessary to satisfy an immediate and heavy
financial need of a Participant only if the Participant satisfies all of the
following requirements:

(a)     The withdrawal is not in excess of the amount of the immediate and
heavy financial need of the Participant.

(b)     The Participant has obtained all distributions, other than hardship
distributions, and all non-taxable loans currently available under all plans
maintained by an Employer or any Related Company.

(c)     The Participant's Tax-Deferred Contributions and After-Tax
Contributions and the Participant's "elective contributions" and "employee
contributions", as defined in Article VII, under all other qualified and non-
qualified deferred compensation plans maintained by an Employer or any Related
Company shall be suspended for at least 12 months after his receipt of the
withdrawal.

(d)     The Participant's Tax-Deferred Contributions and "elective
contributions", as defined in Article VII, for his taxable year immediately
following the taxable year of the withdrawal shall not exceed the applicable
limit under Code Section 402(g) for such next taxable year less the amount of
the Participant's Tax-Deferred Contributions and "elective contributions" for
the taxable year of the withdrawal.

A Participant shall not fail to be treated as an Eligible Employee for
purposes of applying the limitations contained in Article VII of the Plan
merely because his Tax-Deferred Contributions are suspended in accordance with
this Section.

13.8     Conditions and Limitations on Hardship Withdrawals

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

(a)     A Participant must apply for a hardship withdrawal such number of days
prior to the date as of which it is to be effective as the Administrator may
prescribe.

(b)     Hardship withdrawals may be made effective as soon as administratively
practicable after the Administrator's approval of the Participant's withdrawal
application.

(c)     The amount of a hardship withdrawal may include any amounts necessary
to pay any Federal, state, or local income taxes or penalties reasonably
anticipated to result from the distribution.

                                       47


(d)     If a Participant's Account is subject to the "automatic annuity"
provisions of Article XVI, the Participant's spouse must consent to any
withdrawal hereunder, unless the withdrawal is made in the form of a Qualified
Joint and Survivor Annuity.

13.9     Order of Withdrawal from a Participant's Sub-Accounts

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


                                       48


                                  ARTICLE XIV
                  TERMINATION OF EMPLOYMENT AND SETTLEMENT DATE


14.1     Termination of Employment and Settlement Date

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

14.2     Separate Accounting for Non-Vested Amounts

If as of a Participant's Settlement Date the Participant's vested interest in
his Employer Contributions Sub-Account is less than 100 percent, that portion
of his Employer Contributions Sub-Account that is not vested shall be
accounted for separately from the vested portion and shall be disposed of as
provided in the following Section.  If prior to such Settlement Date the
Participant received a distribution under the Plan, his vested interest in his
Employer Contributions Sub-Account shall be an amount ("X") determined by the
following formula:

X = P(AB + D) - D

For purposes of the formula:

P     =     The Participant's vested interest in his Employer Contributions
Sub-Account on the date distribution is to be made.

AB     =     The balance of the Participant's Employer Contributions Sub-
Account as of the Valuation Date immediately preceding the date distribution
is to be made.

D     =     The amount of all prior distributions from the Participant's
Employer Contributions Sub-Account.  Amounts deemed to have been distributed
to a Participant pursuant to Code Section 72(p), but which have not actually
been offset against the Participant's Account balance shall not be considered
distributions hereunder.

14.3     Disposition of Non-Vested Amounts

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

(a)     If the Participant has no vested interest in his Account upon the
occurrence of his Settlement Date or his vested interest in his Account as of
the date of distribution does not exceed $3,500, resulting in the distribution
or deemed distribution to the Participant of his entire vested interest in his
Account, the non-vested balance remaining in the


                                       49


Participant's Employer Contributions Sub-Account shall be forfeited and his
Account closed as of (i) the Participant's Settlement Date, if the Participant
has no vested interest in his Account and is therefore deemed to have received
distribution on that date, or (ii) the date actual distribution is made to the
Participant.

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

(c)     If neither paragraph (a) nor paragraph (b) is applicable, the non-
vested balance remaining in the Participant's Employer Contributions Sub-
Account shall continue to be held in such Sub-Account and shall not be
forfeited until the last day of the five-year period beginning on his
Settlement Date, provided that the Participant is not reemployed by an
Employer or a Related Company prior to that date.

14.4     Treatment of Forfeited Amounts

Whenever the non-vested balance of a Participant's Employer Contributions Sub-
Account is forfeited during a Plan Year in accordance with the provisions of
the preceding Section, the amount of such forfeiture, determined as of the
last day of the Plan Year in which the forfeiture occurs, shall be applied
against the Employer Contribution obligations for the Plan Year of the
Employer for which the Participant last performed services as an Employee or
against Plan expenses, as directed by the Administrator.  Notwithstanding the
foregoing, however, should the amount of all such forfeitures for any Plan
Year with respect to any Employer exceed the amount of such Employer's
Employer Contribution obligation for the Plan Year, the excess amount of such
forfeitures shall be held unallocated in a suspense account established with
respect to the Employer and shall be applied against Plan expenses and the
Employer's Employer Contribution obligations for the following Plan Year.

14.5     Recrediting of Forfeited Amounts

A former Participant who forfeited the non-vested portion of his Employer
Contributions Sub-Account in accordance with the provisions of paragraph (a)
or (b) of Section 14.3 and who is reemployed by an Employer or a Related
Company shall have such forfeited amounts recredited to a new Account in his
name, without adjustment for interim gains or losses experienced by the Trust,
if he returns to employment with an Employer or a Related Company before the
end of the five-year period beginning on the date he received, or is deemed to
have received, distribution of his Account.  Funds needed in any Plan Year to
recredit the Account of a Participant with the amounts of prior forfeitures in
accordance with the preceding sentence shall come first from forfeitures that
arise during such Plan Year, and then from Trust income earned in such Plan

                                       50


Year, to the extent that it has not yet been allocated among Participants'
Accounts as provided in Article XI, with each Trust Fund being charged with
the amount of such income proportionately, unless his Employer chooses to make
an additional Employer Contribution, and shall finally be provided by his
Employer by way of a separate Employer Contribution.

A former Participant who received an actual distribution and who returns to
employment within the time period described above may elect to repay to the
Plan the full amount of such distribution that is attributable to Employer
Contributions before the end of the five-year period beginning on the date he
is reemployed.


                                       51


                                   ARTICLE XV
                                  DISTRIBUTIONS


15.1     Distributions to Participants

A Participant whose Settlement Date occurs shall receive distribution of his
vested interest in his Account in the form provided under Article XVI
beginning as soon as reasonably practicable following his Settlement Date or
the date his application for distribution is filed with the Administrator, if
later.

15.2     Partial Distributions to Retired or Terminated Participants

A Participant whose Settlement Date has occurred, but who has not reached his
Required Beginning Date may elect to receive partial distribution of any
portion of his Account at any time prior to his Required Beginning Date in the
form provided in Article XVI.

15.3     Distributions to Beneficiaries

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

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

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

If distribution is to be made to a Participant's spouse, it shall be made
available within a reasonable period of time after the Participant's death
that is no less favorable than the period of time applicable to other
distributions.  If a Participant dies after the date distribution of his
vested interest in his Account begins under this Article, but before his
entire vested interest in his Account is distributed, his Beneficiary shall
receive distribution of the remainder of the Participant's vested interest in
his Account beginning as soon as reasonably practicable following the
Participant's date of death in a form that provides for distribution at least
as rapidly as under the form in which the Participant was receiving
distribution.

                                       52


15.4     Cash Outs and Participant Consent

Notwithstanding any other provision of the Plan to the contrary, if a
Participant's vested interest in his Account does not exceed $3,500,
distribution of such vested interest shall be made to the Participant in a
single sum payment or through a direct rollover, as described in Article XVI,
as soon as reasonably practicable following his Settlement Date.  If a
Participant has no vested interest in his Account on his Settlement Date, he
shall be deemed to have received distribution of such vested interest on his
Settlement Date.

If a Participant's vested interest in his Account exceeds $3,500, distribution
shall not commence to such Participant prior to his Normal Retirement Date
without the Participant's written consent and, if the Participant is married
and his Account is subject to the "automatic annuity" provisions of Article
XVI, the written consent of his spouse.  Notwithstanding the foregoing,
spousal consent shall not be required if distribution is made through the
purchase of a Qualified Joint and Survivor Annuity or the spouse cannot be
located or spousal consent cannot be obtained for other reasons set forth in
Code Section 401(a)(11) and regulations issued thereunder.

If a Participant's Account is subject to the "automatic annuity" provisions of
Article XVI, the Participant's vested interest in his Account shall be deemed
to exceed $3,500 if the Participant's Benefit Payment Date has occurred with
respect to amounts currently held in his Account and as of such Benefit
Payment Date his vested interest in his Account exceeded $3,500.

15.5     Required Commencement of Distribution

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

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

(b)     his Required Beginning Date.

Distributions required to commence under this Section shall be made in the
form provided under Article XVI and in accordance with Code Section 401(a)(9)
and regulations issued thereunder, including the minimum distribution
incidental benefit requirements.

15.6     Transition Rules for Required Commencement of Distribution

A Participant who is receiving required distributions under the Plan pursuant
to the provisions of Code Section 401(a)(9) as in effect prior to January 1,
1997, and whose Settlement Date has not occurred shall continue to receive
distributions hereunder in accordance with the provisions of the Plan in
effect prior to January 1, 2001.

                                       53


15.7     Reemployment of a Participant

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

15.8     Restrictions on Alienation

Except as provided in Code Section 401(a)(13) (relating to qualified domestic
relations orders), Code Section 401(a)(13)(C) and (D) (relating to offsets
ordered or required under a criminal conviction involving the Plan, a civil
judgment in connection with a violation or alleged violation of fiduciary
responsibilities under ERISA, or a settlement agreement between the
Participant and the Department of Labor in connection with a violation or
alleged violation of fiduciary responsibilities under ERISA),  Section
1.401(a)-13(b)(2) of Treasury regulations (relating to Federal tax levies and
judgments), or as otherwise required by law, no benefit under the Plan at any
time shall be subject in any manner to anticipation, alienation, assignment
(either at law or in equity), encumbrance, garnishment, levy, execution, or
other legal or equitable process; and no person shall have power in any manner
to anticipate, transfer, assign (either at law or in equity), alienate or
subject to attachment, garnishment, levy, execution, or other legal or
equitable process, or in any way encumber his benefits under the Plan, or any
part thereof, and any attempt to do so shall be void.

15.9     Facility of Payment

If the Administrator finds that any individual to whom an amount is payable
hereunder is incapable of attending to his financial affairs because of any
mental or physical condition, including the infirmities of advanced age, such
amount (unless prior claim therefore shall have been made by a duly qualified
guardian or other legal representative) may, in the discretion of the
Administrator, be paid to another person for the use or benefit of the
individual found incapable of attending to his financial affairs or in
satisfaction of legal obligations incurred by or on behalf of such individual.
 The Trustee shall make such payment only upon receipt of written instructions
to such effect from the Administrator.  Any such payment shall be charged to
the Account from which any such payment would otherwise have been paid to the
individual found incapable of attending to his financial affairs and shall be
a complete discharge of any liability therefor under the Plan.

15.10     Inability to Locate Payee

If any benefit becomes payable to any person, or to the executor or
administrator of any deceased person, and if that person or his executor or
administrator does not present himself to the Administrator within a
reasonable period after the Administrator mails written notice of his
eligibility to receive a distribution hereunder to his last known address and
makes such other

                                       54


diligent effort to locate the person as the Administrator determines, that
benefit will be forfeited.  However, if the payee later files a claim for that
benefit, the benefit will be restored.

15.11     Distribution Pursuant to Qualified Domestic Relations Orders

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


                                       55


                                  ARTICLE XVI
                                FORM OF PAYMENT


16.1     Definitions

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

The "automatic annuity form" means the form of annuity that will be purchased
on behalf of a Participant who has elected to receive distribution through the
purchase of an annuity contract that provides for payment over his life (or
whose Account includes assets transferred directly from a plan subject to Code
Section 417) unless the Participant elects another form of annuity.

A "qualified election" means an election that is made during the qualified
election period.  A "qualified election" of a form of payment other than a
Qualified Joint and Survivor Annuity or designating a Beneficiary other than
the Participant's spouse to receive amounts otherwise payable as a Qualified
Preretirement Survivor Annuity must include the written consent of the
Participant's spouse, if any.  A Participant's spouse will be deemed to have
given written consent to the Participant's election if the Participant
establishes to the satisfaction of a Plan representative that spousal consent
cannot be obtained because the spouse cannot be located or because of other
circumstances set forth in Code Section 401(a)(11) and regulations issued
thereunder.  The spouse's written consent must acknowledge the effect of the
Participant's election and must be witnessed by a Plan representative or a
notary public.  In addition, the spouse's written consent must either (i)
specify the form of payment selected instead of a Qualified Joint and Survivor
Annuity, if applicable, and that such form may not be changed (except to a
Qualified Joint and Survivor Annuity) without written spousal consent and
specify any non-spouse Beneficiary designated by the Participant, if
applicable, and that such Beneficiary may not be changed without written
spousal consent or (ii) acknowledge that the spouse has the right to limit
consent as provided in clause (i), but permit the Participant to change the
form of payment selected or the designated Beneficiary without the spouse's
further consent.  Any written consent given or deemed to have been given by a
Participant's spouse hereunder shall be irrevocable and shall be effective
only with respect to such spouse and not with respect to any subsequent
spouse.

The "qualified election period" with respect to the "automatic annuity form"
means the 90 day period ending on a Participant's Benefit Payment Date.  The
"qualified election period" with respect to a Qualified Preretirement Survivor
Annuity means the period beginning on the later of (i) the date his Account
becomes subject to the automatic annuity provisions of this Article or (ii)
the first day of the Plan Year in which the Participant attains age 35 or, if
he terminates employment prior to such date, the day he terminates employment
with his Employer and all Related Companies.  A Participant whose employment
has not terminated may make a "qualified election" designating a Beneficiary
other than his spouse prior to the Plan Year in which he attains age 35;
provided, however, that such election shall cease to be effective as of the
first day of the Plan Year in which the Participant attains age 35.

                                       56


16.2     Normal Form of Payment

Subject to the Qualified Preretirement Survivor Annuity requirements described
in this Article, unless a Participant, or his Beneficiary, if the Participant
has died, elects an optional form of payment, distribution shall be made to
the Participant, or his Beneficiary, as the case may be, in a single sum
payment.

16.3     Optional Form of Payment

Prior to the effective date of this amendment and restatement, the Plan
provided for distribution in an annuity form of payment. The Plan no longer
provides for distribution in this form for Participants hired on and after May
1, 1992.

For Participants hired before May 1, 1992, a Participant, or his Beneficiary,
as the case may be, may elect to receive distribution of all or a portion of
his Account through the purchase of a single premium, nontransferable annuity
contract for such term and in such form as the Participant, or his
Beneficiary, if the Participant has died, shall select, subject to the
automatic annuity requirements described in this Article; provided, however,
that a Participant's Beneficiary may not elect to receive distribution of an
annuity payable over the joint lives of the Beneficiary and any other
individual.  The terms of any annuity contract purchased hereunder and
distributed to a Participant or his Beneficiary shall comply with the
requirements of the Plan.

16.4     Change of Election

Subject to the automatic annuity requirements of this Article, a Participant
or Beneficiary who has elected an optional form of payment may revoke or
change his election at any time prior to his Benefit Payment Date by filing
his election with the Administrator in the form prescribed by the
Administrator.

16.5     Automatic Annuity Requirements

If a Participant elects to receive distribution through the purchase of an
annuity contract that provides for payment over his life (or his Account
includes assets transferred directly from a plan subject to Code Section 417),
distribution shall be made to such Participant through the purchase of an
annuity contract that provides for payment in one of the following "automatic
annuity forms", unless the Participant elects a different type of annuity.

(a)     The "automatic annuity form" for a Participant who is married on his
Benefit Payment Date is the 50 percent Qualified Joint and Survivor Annuity.

(b)     The "automatic annuity form" for a Participant who is not married on
his Benefit Payment Date is the Single Life Annuity.

A Participant's election of an annuity other than the "automatic annuity form"
shall not be effective unless it is a "qualified election"; provided, however,
that spousal consent shall not be


                                       57


required if the form of payment elected by the Participant is a Qualified
Joint and Survivor Annuity.  A Participant who has elected to receive
distribution through the purchase of an annuity contract that provides for
payment over his life (or whose Account includes assets transferred directly
from a plan subject to Code Section 417) may only change his election of a
form of payment pursuant to a "qualified election"; provided, however, that
spousal consent shall not be required if the form of payment elected by the
Participant is a Qualified Joint and Survivor Annuity.

16.6     Qualified Preretirement Survivor Annuity Requirements

If a married Participant who elects to receive distribution through the
purchase of an annuity contract that provides for payment over his life (or
whose Account includes assets transferred directly from a plan subject to Code
Section 417) dies before his Benefit Payment Date, his spouse shall receive
distribution of the value of the Participant's vested interest in his Account
through the purchase of an annuity contract that provides for payment over the
life of the Participant's spouse.  A Participant's spouse may elect to receive
distribution under any one of the other forms of payment available under this
Article instead of in the Qualified Preretirement Survivor Annuity form.  A
married Participant who has elected to receive distribution through the
purchase of an annuity contract that provides for payment over his life (or
whose Account includes assets transferred directly from a plan subject to Code
Section 417) may only designate a non-spouse Beneficiary to receive
distribution of his Account pursuant to a "qualified election".

16.7     Direct Rollover

Notwithstanding any other provision of the Plan to the contrary, in lieu of
receiving distribution in a form of payment provided under this Article, a
"qualified distributee" may elect in writing, in accordance with rules
prescribed by the Administrator, to have a portion or all of any "eligible
rollover distribution" paid directly by the Plan to the "eligible retirement
plan" designated by the "qualified distributee".  Any such payment by the Plan
to another "eligible retirement plan" shall be a direct rollover.

Notwithstanding the foregoing, a "qualified distributee" may not elect a
direct rollover with respect to an "eligible rollover distribution" if the
total value of such distribution is less than $200 or with respect to a
portion of an "eligible rollover distribution" if the value of such portion is
less than $500.  For purposes of this Section, the following terms have the
following meanings:

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

                                       58


(b)     An "eligible rollover distribution" means any distribution of all or
any portion of the balance of a Participant's Account; provided, however, that
an eligible rollover distribution does not include the following:

(i)     any distribution to the extent such distribution is required under
Code Section 401(a)(9).

(ii)     the portion of any distribution that consists of the Participant's
After-Tax Contributions.

(iii)     any distribution that is one of a series of substantially equal
periodic payment made not less frequently than annually for the life or life
expectancy of the "qualified distributee" or the joint lives or life
expectancies of the "qualified distributee" and the "qualified distributee's"
designated beneficiary, or for a specified period of ten years or more.

(iv)     any hardship withdrawal of Tax-Deferred Contributions made in
accordance with the provisions of Article XIII.

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

16.8     Notice Regarding Forms of Payment

The Administrator shall provide each Participant with a written explanation of
his right to defer distribution until his Normal Retirement Date, or such
later date as may be provided in the Plan, his right to make a direct
rollover, and the forms of payment available under the Plan, including a
written explanation of (i) the terms and conditions of the "automatic annuity
form" applicable if the Participant elects to receive distribution through the
purchase of an annuity that provides for payment over his life (or if his
Account includes assets transferred directly from a plan subject to Code
Section 417), (ii) the Participant's right to choose a form of payment other
than the "automatic annuity form" or to revoke such choice, and (iii) the
rights of the Participant's spouse.  The Administrator shall provide such
explanation within the 60 day period ending 30 days before the Participant's
Benefit Payment Date.  Notwithstanding the foregoing, distribution of the
Participant's Account may commence fewer than 30 days after such explanation
is provided to the Participant if (i) the Administrator clearly informs the
Participant of his right to consider his election of whether or not to make a
direct rollover or to receive a distribution prior to his Normal Retirement
Date and his election of a form of payment for a period of at least 30 days
following his receipt of the explanation, (ii) the Participant, after
receiving the explanation, affirmatively elects an early distribution with his
spouse's written consent, if necessary, and, if the Participant has elected
distribution through the purchase of an annuity contract that provides for
payment over his life (or his Account includes assets transferred directly
from a plan subject to Code Section 417), (iii) the Participant may revoke his
election at any time prior to the later of his Benefit Payment Date or the
expiration of the seven-day period beginning the day after the

                                       59


date the explanation is provided to him, and (iv) distribution does not
commence to the Participant before such revocation period ends.

In addition, the Administrator shall provide a Participant who has elected
distribution through the purchase of an annuity that provides for payment over
his life (or whose Account includes assets transferred directly from a plan
subject to Code Section 417) with a written explanation of (i) the terms and
conditions of the Qualified Preretirement Survivor Annuity, (ii) the
Participant's right to designate a non-spouse Beneficiary to receive
distribution of his Account otherwise payable as a Qualified Preretirement
Survivor Annuity or to revoke such designation, and (iii) the rights of the
Participant's spouse.  The Administrator shall provide such explanation within
one of the following periods, whichever ends last:

(a)     the period beginning with the first day of the Plan Year in which the
Participant attains age 32 and ending on the last day of the Plan Year
preceding the Plan Year in which the Participant attains age 35;

(b)     the period beginning 12 calendar months before the date an individual
becomes a Participant and ending 12 calendar months after such date; or

(c)     provided the Participant's Account does not include assets transferred
directly from a plan subject to Code Section 417, the period beginning 12
calendar months before the date the Participant elects to receive distribution
through the purchase of an annuity contract that provides for payment over his
life and ending 12 calendar months after such date;

provided, however, that in the case of a Participant who separates from
service prior to attaining age 35, the explanation shall be provided to such
Participant within the period beginning 12 calendar months before the
Participant's separation from service and ending 12 calendar months after his
separation from service.

16.9     Reemployment

If a Participant is reemployed by an Employer or a Related Company prior to
receiving distribution of the entire balance of his vested interest in his
Account, his prior election of a form of payment hereunder shall become
ineffective.  Notwithstanding the foregoing, if a Participant had elected to
receive distribution through the purchase of an annuity contract that provides
for payment over his life, the automatic annuity and Qualified Preretirement
Survivor Annuity requirements described in this Article shall continue to
apply to his entire Account.

16.10     Distribution in the Form of Employer Stock

Notwithstanding any other provision of the Plan to the contrary, to the extent
that his Account is invested in Employer stock on the date distribution is to
be made to a Participant, the Participant may elect to receive distribution of
the fair market value of such Account in the form of Employer stock.

                                       60


                                  ARTICLE XVII
                                  BENEFICIARIES



17.1     Designation of Beneficiary

An unmarried Participant's Beneficiary shall be the person or persons
designated by such Participant in accordance with rules prescribed by the
Administrator.  A married Participant's Beneficiary shall be his spouse,
unless the Participant designates a person or persons other than his spouse as
Beneficiary with his spouse's written consent.  For purposes of this Section,
a Participant shall be treated as unmarried and spousal consent shall not be
required if the Participant is not married on his Benefit Payment Date.  A
Participant's designation of a Beneficiary shall be subject to the Qualified
Preretirement Survivor Annuity provisions of Article XVI.

If no Beneficiary has been designated pursuant to the provisions of this
Section, or if no Beneficiary survives the Participant and he has no surviving
spouse, then the Beneficiary under the Plan shall be the Participant's estate.
 If a Beneficiary dies after becoming entitled to receive a distribution under
the Plan but before distribution is made to him in full, and if the
Participant has not designated another Beneficiary to receive the balance of
the distribution in that event, the estate of the deceased Beneficiary shall
be the Beneficiary as to the balance of the distribution.

17.2     Spousal Consent Requirements

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

                                       61


ARTICLE XVIII
ADMINISTRATION


18.1     Authority of the Sponsor

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

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

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

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

18.2     Discretionary Authority

In carrying out its duties under the Plan, including making benefit
determinations, interpreting or construing the provisions of the Plan, and
resolving disputes, the Sponsor (or any individual to whom authority has been
delegated in accordance with Section 18.1) shall have absolute discretionary
authority.

18.3     Action of the Sponsor

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


                                       62


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

18.4     Claims Review Procedure

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

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

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

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

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

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

18.5     Qualified Domestic Relations Orders

                                       63


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

18.6     Indemnification

In addition to whatever rights of indemnification the Trustee or the members
of the Sponsor's board of directors or any employee or employees of the
Sponsor to whom any power, authority, or responsibility is delegated pursuant
to Section 18.3, may be entitled under the articles of incorporation or
regulations of the Sponsor, under any provision of law, or under any other
agreement, the Sponsor shall satisfy any liability actually and reasonably
incurred by any such person or persons, including expenses, attorneys' fees,
judgments, fines, and amounts paid in settlement (other than amounts paid in
settlement not approved by the Sponsor), in connection with any threatened,
pending or completed action, suit, or proceeding which is related to the
exercising or failure to exercise by such person or persons of any of the
powers, authority, responsibilities, or discretion as provided under the Plan,
or reasonably believed by such person or persons to be provided hereunder, and
any action taken by such person or persons in connection therewith, unless the
same is judicially determined to be the result of such person or persons'
gross negligence or willful misconduct.

18.7     Actions Binding

Subject to the provisions of Section 18.4, any action taken by the Sponsor
which is authorized, permitted, or required under the Plan shall be final and
binding upon the Employers, the Trustee, all persons who have or who claim an
interest under the Plan, and all third parties dealing with the Employers or
the Trustee.

                                       64


                                  ARTICLE XIX
                          AMENDMENT AND TERMINATION


19.1     Amendment

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

19.2     Limitation on Amendment

The Sponsor shall make no amendment to the Plan which shall decrease the
accrued benefit of any Participant or Beneficiary, except that nothing
contained herein shall restrict the right to amend the provisions of the Plan
relating to the administration of the Plan and Trust.  Moreover, no such
amendment shall be made hereunder which shall permit any part of the Trust to
revert to an Employer or any Related Company or be used or be diverted to
purposes other than the exclusive benefit of Participants and Beneficiaries.
The Sponsor shall make no retroactive amendment to the Plan unless such
amendment satisfies the requirements of Code Section 401(b) and/or Section
1.401(a)(4)-11(g) of the Treasury regulations, as applicable.

19.3     Termination

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

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

(b)     All Accounts shall then be disposed of to or for the benefit of each
Participant or Beneficiary in accordance with the provisions of Article XV as
if the termination date were his Settlement Date; provided, however, that
notwithstanding the provisions of Article XV, if the Plan does not offer an
annuity option and if neither his Employer nor a Related Company establishes
or maintains another defined contribution plan (other than an employee stock
ownership plan as defined in Code Section 4975(e)(7)), the

                                       65


Participant's written consent to the commencement of distribution shall not be
required regardless of the value of the vested portions of his Account.

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

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

19.4     Reorganization

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

                                       66


19.5     Withdrawal of an Employer

An Employer other than the Sponsor may withdraw from the Plan at any time upon
notice in writing to the Administrator (the effective date of such withdrawal
being hereinafter referred to as the "withdrawal date"), and shall thereupon
cease to be an Employer for all purposes of the Plan.  An Employer shall be
deemed automatically to withdraw from the Plan in the event of its complete
discontinuance of contributions, or, subject to Section 19.4 and unless the
Sponsor otherwise directs, it ceases to be a Related Company of the Sponsor or
any other Employer.  Upon the withdrawal of an Employer, the withdrawing
Employer shall determine whether a partial termination has occurred with
respect to its Employees.  In the event that the withdrawing Employer
determines a partial termination has occurred, the action specified in Section
19.3 shall be taken as of the withdrawal date, as on a termination of the
Plan, but with respect only to Participants who are employed solely by the
withdrawing Employer, and who, upon such withdrawal, are neither transferred
to nor continued in employment with any other Employer or a Related Company.
The interest of any Participant employed by the withdrawing Employer who is
transferred to or continues in employment with any other Employer or a Related
Company, and the interest of any Participant employed solely by an Employer or
a Related Company other than the withdrawing Employer, shall remain unaffected
by such withdrawal; no adjustment to his Accounts shall be made by reason of
the withdrawal; and he shall continue as a Participant hereunder subject to
the remaining provisions of the Plan.

                                       67


                                  ARTICLE XX
                        ADOPTION BY OTHER ENTITIES


20.1     Adoption by Related Companies

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

20.2     Effective Plan Provisions

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

                                       68


                                  ARTICLE XXI
                          MISCELLANEOUS PROVISIONS


21.1     No Commitment as to Employment

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

21.2     Benefits

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

21.3     No Guarantees

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

21.4     Expenses

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

21.5     Precedent

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

21.6     Duty to Furnish Information

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

21.7     Merger, Consolidation, or Transfer of Plan Assets

                                       69


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

21.8     Back Pay Awards

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

21.9     Condition on Employer Contributions

Notwithstanding anything to the contrary contained in the Plan or the Trust
Agreement, any contribution of an Employer hereunder is conditioned upon the
continued qualification of the Plan under Code Section 401(a), the exempt
status of the Trust under Code Section 501(a), and the deductibility of the
contribution under Code Section 404.  Except as otherwise provided in this
Section and Section 21.10, however, in no event shall any portion of the
property of the Trust ever revert to or otherwise inure to the benefit of an
Employer or any Related Company.

21.10     Return of Contributions to an Employer

                                       70


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

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

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

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

21.11     Validity of Plan

The validity of the Plan shall be determined and the Plan shall be construed
and interpreted in accordance with the laws of the state or commonwealth in
which the Trustee has its principal place of business or, if the Trustee is an
individual or group of individuals, the state or commonwealth in which the
Sponsor has its principal place of business, except as preempted by applicable
Federal law.  The invalidity or illegality of any provision of the Plan shall
not affect the legality or validity of any other part thereof.

21.12     Trust Agreement

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

21.13     Parties Bound

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

21.14     Application of Certain Plan Provisions

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

                                       71


21.15     Merged Plans

In the event another defined contribution plan (the "merged plan") is merged
into and made a part of the Plan, each Employee who was eligible to
participate in the "merged plan" immediately prior to the merger shall become
an Eligible Employee on the date of the merger.  In no event shall a
Participant's vested interest in his Sub-Account attributable to amounts
transferred to the Plan from the "merged plan" (his "transferee Sub-Account")
on and after the merger be less than his vested interest in his account under
the "merged plan" immediately prior to the merger.  Notwithstanding any other
provision of the Plan to the contrary, a Participant's service credited for
eligibility and vesting purposes under the "merged plan" as of the merger, if
any, shall be included as Eligibility and Vesting Service under the Plan to
the extent Eligibility and Vesting Service are credited under the Plan.
Special provisions applicable to a Participant's "transferee Sub-Account", if
any, shall be specifically reflected in the Plan or in an Addendum to the
Plan.

21.16     Transferred Funds

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

21.17     Veterans Reemployment Rights

Notwithstanding any other provision of the Plan to the contrary,
contributions, benefits, and service credit with respect to qualified military
service shall be provided in accordance with Code Section 414(u).  The
Administrator shall notify the Trustee of any Participant with respect to whom
additional contributions are made because of qualified military service.

21.18     Delivery of Cash Amounts

To the extent that the Plan requires the Employers to deliver cash amounts to
the Trustee, such delivery may be made through any means acceptable to the
Trustee, including wire transfer.

21.19     Written Communications

Any communication among the Employers, the Administrator, and the Trustee that
is stipulated under the Plan to be made in writing may be made in any medium
that is acceptable to the receiving party and permitted under applicable law.
 In addition, any communication or disclosure to or from Participants and/or
Beneficiaries that is required under the terms of the Plan to be made in
writing may be provided in any other medium (electronic, telephonic, or
otherwise) that is acceptable to the Administrator and permitted under
applicable law.

                                       72


                                  ARTICLE XXII
                              TOP-HEAVY PROVISIONS


22.1     Definitions

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

The "compensation" of an employee means compensation as defined in Code
Section 415 and regulations issued thereunder.  In no event, however, shall
the "compensation" of a Participant taken into account under the Plan for any
Plan Year exceed $150,000 (subject to adjustment annually as provided in Code
Sections 401(a)(17)(B) and 415(d); provided, however, that the dollar increase
in effect on January 1 of any calendar year, if any, is effective for Plan
Years beginning in such calendar year).  If the "compensation" of a
Participant is determined over a period of time that contains fewer than 12
calendar months, then the annual "compensation" limitation described above
shall be adjusted with respect to that Participant by multiplying the annual
"compensation" limitation in effect for the Plan Year by a fraction the
numerator of which is the number of full months in the period and the
denominator of which is 12; provided, however, that no proration is "required"
for a Participant who is covered under the Plan for less than one full Plan
Year if the formula for allocations is based on "compensation" for a period of
at least 12 months.

The "determination date" with respect to any Plan Year means the last day of
the preceding Plan Year, except that the "determination date" with respect to
the first Plan Year of the Plan, shall mean the last day of such Plan Year.

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

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

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

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

A "super top-heavy group" with respect to a particular Plan Year means a
"required" or "permissive aggregation group" that, as of the "determination
date", would qualify as a "top-

                                       73


heavy group" under the definition in this Section with "90 percent"
substituted for "60 percent" each place where "60 percent" appears in the
definition.

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

A "top-heavy group" with respect to a particular Plan Year means a "required"
or "permissive aggregation group" if the sum, as of the "determination date",
of the present value of the cumulative accrued benefits for "key employees"
under all defined benefit plans included in such group and the aggregate of
the account balances of "key employees" under all defined contribution plans
included in such group exceeds 60 percent of a similar sum determined for all
employees covered by the plans included in such group.

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

                                       74


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

22.2     Applicability

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

22.3     Minimum Employer Contribution

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

Employer Contributions allocated to a Participant's Account in accordance with
this Section shall be considered "annual additions" under Article VII for the
"limitation year" for which they are made and shall be separately accounted
for.  Employer Contributions allocated to a Participant's Account shall be
allocated upon receipt among the Investment Funds in accordance with the
Participant's currently effective investment election.

22.4     Accelerated Vesting

                                       75


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


     Year of Vesting Service              Vested Interest
     _______________________              _______________

     Less than 3                                 0%

     3, but less than 4                         33%

     4, but less than 5                         66%

     5 or more                                 100%

                                       76


                                ARTICLE XXIII
                                EFFECTIVE DATE


23.1     GUST Effective Dates

Unless otherwise specifically provided by the terms of the Plan, this
amendment and restatement is effective with respect to each change made to
satisfy the provisions of (i) the Uniformed Services Employment and
Reemployment Rights Act of 1996 ("USERRA"), (ii) Small Business Job Protection
Act of 1996 ("SBJPA"), (iii) the Tax Reform Act of 1997 ("TRA '97"), (iv) any
other change in the Code or ERISA, or (v) regulations, rulings, or other
published guidance issued under the Code, ERISA, USERRA, SBJPA, or TRA '97
(collectively the "GUST required changes"), the first day of the first period
(which may or may not be the first day of a Plan Year) with respect to which
such change became required because of such provision (including any day that
became such as a result of an election or waiver by an Employee or a waiver or
exemption issued under the Code, ERISA, USERRA, SBJPA, or TRA '97), including,
but not limited to, the following:

(a)     The addition of a new Section to Article XXI entitled "Veterans
Reemployment Rights" is effective December 12, 1994.

(b)     The following changes are effective for Plan Years beginning after
December 31, 1996:

(i)     elimination of the family aggregation requirements;

(ii)     changes to the definition of "Highly Compensated Employee" in Article
I of the Plan;

(iii)     changes to the definition of "leased employee" in Article I or II,
as applicable;

(iv)     changes to the 401(k) discrimination test in Article VII of the Plan
and changes to the method of correction where the Plan fails to satisfy the
test; and

(v)     changes to the 401(m) discrimination test in Article VII of the Plan
and changes to the method of correction where the Plan fails to satisfy the
test.

(c)     Changes to the anti-alienation provisions of Article XV to include the
exceptions in Code Section 401(a)(13)(C) and (D) are effective for judgments,
orders, and decrees issued and settlement agreements entered into on or after
August 5, 1997.

(d)     Exclusion of hardship withdrawals of Tax-Deferred Contributions from
the definition of "eligible rollover distribution" is effective May 1, 1999.

                                       77


(f)     Elimination of the combined limit on defined benefit and defined
contribution plans under Code Section 415(e) is effective the first day of the
first "limitation year" beginning on or after January 1, 2000.

     *               *              *

     EXECUTED AT _______________________________________________,

____________________________, this ___________ day of __________________,

_________.


                               DATARAM CORPORATION



                               By: _________________________________
                                    Title:

                                   78