NEW HORIZONS EDUCATION CORPORATION

                      401(k) PROFIT SHARING TRUST AND PLAN

                 Trust and Plan Effective Date:  January 1, 1995
                       TABLE OF CONTENTS

                                                      ARTICLE NO.

NAME AND PURPOSE                                            1

DEFINITIONS                                                 2

ELIGIBILITY AND PARTICIPATION                               3

CASH OR DEFERRED OPTION                                     4

EMPLOYER CONTRIBUTIONS                                      5

ALLOCATION OF EMPLOYER CONTRIBUTIONS                        6

LIMITATIONS ON CONTRIBUTIONS AND ALLOCATIONS                7

VALUATION OF ASSETS AND ADJUSTMENT OF UNSEGREGATED
ACCOUNTS                                                    8

TERMINATION OF EMPLOYMENT                                   9

RETIREMENT AND DISABILITY BENEFITS                         10

DEATH BENEFITS                                             11

DISTRIBUTIONS                                              12

HARDSHIP BENEFITS                                          13

THE TRUSTEE, ITS POWERS AND DUTIES                         14

INVESTMENTS                                                15

SEGREGATION OF ACCOUNTS OF PARTICIPANTS                    16

ADMINISTRATION                                             17

PROHIBITION AGAINST ALIENATION                             18

AMENDMENT AND TERMINATION                                  19

PARTICIPATING COMPANIES                                    20

TRANSFERS INVOLVING OTHER QUALIFIED RETIREMENT PLANS       21

LIMITATION ON ANNUAL ADDITIONS                             22

TOP-HEAVY PROVISIONS                                       23

MISCELLANEOUS                                              24
                             INDEX

                                                      ARTICLE NO.

ADMINISTRATION                                             17

ALLOCATION OF EMPLOYER CONTRIBUTIONS                        6

AMENDMENT AND TERMINATION                                  19

CASH OR DEFERRED OPTION                                     4

DEATH BENEFITS                                             11

DEFINITIONS                                                 2

DISTRIBUTIONS                                              12

ELIGIBILITY AND PARTICIPATION                               3

HARDSHIP BENEFITS                                          13

INVESTMENTS                                                15

LIMITATION ON ANNUAL ADDITIONS                             22

LIMITATIONS ON CONTRIBUTIONS AND ALLOCATIONS                7

MISCELLANEOUS                                              24

NAME AND PURPOSE                                            1

PARTICIPATING COMPANIES                                    20

PROHIBITION AGAINST ALIENATION                             18

EMPLOYER CONTRIBUTIONS                                      5

RETIREMENT AND DISABILITY BENEFITS                         10

SEGREGATION OF ACCOUNTS OF PARTICIPANTS                    16

TERMINATION OF EMPLOYMENT                                   9

THE TRUSTEE, ITS POWERS AND DUTIES                         14

TOP-HEAVY PROVISIONS                                       23

TRANSFERS INVOLVING OTHER QUALIFIED RETIREMENT PLANS       21

VALUATION OF ASSETS AND ADJUSTMENT OF UNSEGREGATED
ACCOUNTS                                                    8
                       NEW HORIZONS EDUCATION CORPORATION

                      401(k) PROFIT SHARING TRUST AND PLAN



          THIS AGREEMENT is entered into and executed this ____ day of

____________, 1995, by and between NEW HORIZONS EDUCATION CORPORATION, a

corporation organized and existing under and by virtue of the laws of the State

of Delaware (hereinafter called the "Company"), and JOHN T. ST. JAMES, the

Trustee hereunder (hereinafter called the "Trustee");

                          WITNESSETH:

          WHEREAS, it is the desire of the Company to provide benefits for its

employees and employees of certain of its affiliates upon their retirement, to

encourage and assist such employees in providing additional security for their

own retirement, and to provide other benefits to them and their beneficiaries

upon the happening of certain contingencies; and

          WHEREAS, it is the further desire of the Company to foster loyalty to

the Company and its affiliates among their employees and the continuation in

their service of their employees; and

          WHEREAS, the Company has duly authorized the establishment of a profit

sharing trust and plan for the sole and exclusive benefit of its eligible

employees and the employees of its affiliates which have adopted this Trust and

Plan; and

          WHEREAS, the Company has duly authorized this Trust and Plan and the

execution of this Agreement; and

          WHEREAS, it is the intention of the Company that such Trust and Plan

qualify under Sections 401(a), 401(k) and 501(a) of the Code;

          NOW, THEREFORE, in consideration of the mutual covenants and

undertakings of the parties hereto, it is agreed that the New Horizons Education

Corporation 401(k) Profit Sharing Trust and Plan ("Trust and Plan") be

established effective as of January 1, 1995, as follows:

1

                                NAME AND PURPOSE



          .1        The name of this Trust and Plan is the NEW HORIZONS

EDUCATION CORPORATION 401(k) PROFIT SHARING TRUST AND PLAN.  The Trust and Plan

is hereby created in the form of this instrument for the purpose of providing

benefits to the participants upon their retirement and for the purpose of

providing such other benefits to such participants and their beneficiaries as

are hereinafter described.

          .2

2

                                   DEFINITIONS



          Unless the context otherwise indicates, the following terms shall have

the following meanings whenever used in this instrument:

          .1        The word "accounts" shall mean "cash option accounts"

established pursuant to Article 4 hereof and "employer contribution accounts"

established pursuant to Article 5 hereof.

          .2        The words "active participant" shall mean, with respect to

any plan year, either a participant who

          (a)       is credited with at least One Thousand (1,000) hours as a
               Covered Employee with respect to such plan year and is employed
               by a Participating Company on the last day of such plan year; or

          (b)       with respect to a participant whose employment terminates
               during such plan year by reason of his death, permanent and total
               disability, or retirement, either was credited with at least One
               Thousand (1,000) hours as a Covered Employee with respect to such
               plan year or, based on a reasonable projection of hours worked by
               such participant at the date of his termination of employment,
               would have been credited with at least One Thousand (1,000) hours
               as a Covered Employee with respect to such plan year if he had
               continued to be employed by the Participating Companies until the
               end of the plan year.

          .1        The word "Administrator" shall mean the person or entity

designated as Administrator under Article 17 hereof.

          .2        The words "Adoption Date" shall mean, with respect to each

Participating Company, the date as of which it shall have adopted this Trust and

Plan pursuant to Article 20 hereof.

          .3        The word "affiliate" shall mean any person that, directly or

indirectly, through one or more intermediaries, controls, is controlled by, or

is under common control with a Participating Company, and particularly shall

mean any corporation or unincorporated trade or business which is a member of a

controlled group of corporations or trades or businesses which includes a

Participating Company (within the meaning of Sections 414(b) and 414(c) of the

Code), is a member of an affiliated service group which includes a Participating

Company (within the meaning of Section 414(m) of the Internal Revenue Code) or

is a member of an arrangement  within the meaning of Section 414(o) of the Code

which includes a Participating Company.

          .4        The words "allocation date" shall mean the last day of each

taxable year ending after the effective date, and such other uniform dates as

the Administrator shall prescribe.

          .5        The words "alternate payee" shall mean any spouse, former

spouse, child or other dependent of a participant who is recognized by a

domestic relations order as having a right to receive all, or a portion of, the

amounts credited to the accounts of such participant.

          .6        The word "beneficiary" shall mean any person who receives or

is designated to receive payment of any benefit under the terms of this Trust

and Plan because of the participation of another person in this Trust and Plan.

          .7        The word "Committee" shall mean the Employee Benefits

Committee constituted under the provisions of Article 17 of this Trust and Plan.

         .8         The word "Code" shall mean the Internal Revenue Code of

1986, as amended from time to time.

         .9         The word "Company" shall mean New Horizons Education

Corporation, a Delaware corporation, or any corporation or any other business

organization which shall assume the obligations of New Horizons Education

Corporation under this Trust and Plan.

         .10        The word "compensation" shall mean all remuneration paid by

the Participating Companies to an active participant for services rendered as a

Covered Employee, including wages, salaries, overtime and commissions, but shall

not include: (a) bonuses, whether discretionary or non-discretionary, except for

such purposes as they are by law specifically required to be included; (b) any

extra benefits such as payment by a Participating Company of hospitalization,

group insurance, expense reimbursement, amounts contributed under this Trust and

Plan (except as provided below in this Section 2.12) or any other qualified

retirement plan; (c) overtime pay; and (d) other special benefits.  The amount

of a participant's compensation for any plan year shall not include any amounts

paid to the participant by a Participating Company prior to the date as of which

he became a participant pursuant to Article 3 hereof.  Except as otherwise

indicated in the Trust and Plan, a participant's compensation shall include

amounts contributed by a Participating Company to the Trustee pursuant to a

participant's election under Section 4.1 hereof.  For purposes of the Trust and

Plan, the amount of a participant's compensation for any plan year shall not

exceed One Hundred and Fifty Thousand Dollars ($150,000) plus such adjustments

for increases in the cost of living as shall be prescribed by the Secretary of

the Treasury pursuant to Section 401(a)(17) of the Code.

         .11        The words "continuous service" shall mean for any employee

any period during which he is or was employed by a Participating Company or any

affiliate.  Each such period shall be measured from his date of hire to the date

of termination of employment which follows such date of hire.  Notwithstanding

the preceding provisions of this Section 2.13, if any employee is rehired within

twelve (12) months of:

         (1)        the date of his termination of employment, or

         (2)        if earlier, the first day of any period of leave of absence,
               layoff, or military service after the end of which the employee
               did not return to work for a Participating Company or any
               affiliate prior to his termination of employment,

     such employee's continuous service shall include the period of severance

measured from his date of termination until his subsequent date of rehire.  Two

or more periods of employment that are included in a participant's continuous

service and that contain fractions of a year (computed in months and days) shall

be aggregated on the basis of twelve (12) months constituting a year and thirty

(30) days constituting a month.

         .12        The words "Covered Employee" shall mean an employee of a

Participating Company who is neither a non-resident alien employed by a

Participating Company outside of the United States nor covered by a collective

bargaining agreement to which such Participating Company is a party.  An

employee shall cease to be a "Covered Employee" upon the earliest to occur of:

         (a)        his termination of employment;

         (b)        his transfer to employment with an affiliate which is not a
               Participating Company;

         (c)        his becoming covered by a collective bargaining agreement to
               which a Participating Company is a party; or

         (d)        his becoming a non-resident alien employed by a
               Participating Company outside of the United States.

         .13        The words "date of hire" shall mean the date on which an

employee commences employment and works at least one (1) hour for a

Participating Company or any affiliate.

         .14        The word "deferral" shall mean contributions made pursuant

to Section 4.1.

         .15        The words "domestic relations order" shall mean, with

respect to any participant, any judgment, decree or order (including approval of

a property settlement agreement) which both:

         (a)        relates to the provision of child support, alimony payments
               or marital property rights to a spouse, former spouse, child or
               other dependent of the participant; and

         (b)        is made pursuant to a State domestic relations law
               (including a community property law).

         .16        The words "effective date" shall mean January 1, 1995, the

Trust and Plan's original effective date.

         .17        The words "eligibility break-in-service" shall mean for any

employee a period of sixty (60) consecutive months commencing on the earliest to

occur of:

         (a)        his termination of employment; or

         (b)        the first day of any period of leave of absence, layoff, or
               military service after the end of which the employee did not
               return to work for a Participating Company or any affiliate prior
               to his termination of employment;

     during which the employee was not employed by a Participating Company or

any affiliate.  Notwithstanding the foregoing provisions of this Section 2.19,

in the event any employee is on a leave of absence either;

         (a)        by reason of the pregnancy of such employee; or

         (b)        by reason of the birth of a child of such employee; or

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

         (d)        by reason of caring for such child for a period beginning
               immediately following such birth or placement;

     such employee shall, solely for the purposes of determining whether such

employee has incurred an eligibility break-in-service pursuant to this

Section 2.19, be deemed to have terminated his employment on the first

anniversary of the date of his termination of employment.  The Administrator may

require any employee who leaves his employment by reason of any such pregnancy,

birth, placement or caring to furnish to the Administrator such timely

information as the Administrator may reasonably require to establish that the

employee's leave of absence was by reason of such pregnancy, birth, placement or

caring.

         .18        The word "employee" shall mean any employee of a

Participating Company or an affiliate, as the case may be, or where the context

may require, a former employee of a Participating Company or an affiliate.

         .19        The word "employer" shall mean, with respect to any

participant, the Participating Company or, where the context requires, the

affiliate by which he is employed.

         .20        The word "hours" shall generally mean for any employee the

actual number of hours for which he was directly or indirectly paid or entitled

to payment by a Participating Company or any affiliate, including payments

pursuant to an award or agreement requiring a Participating Company or an

affiliate to pay back wages, irrespective of mitigation of damages.  Hours under

this paragraph shall be calculated and credited pursuant to Section 2530.200b-

2(b) and (c) of the Department of Labor Regulations which are incorporated

herein by reference.  Notwithstanding the foregoing,

         (a)        no employee shall be credited with more than 501 hours with
               respect to payments he receives or is entitled to receive during
               any single continuous period during which he performed no
               services for a Participating Company or an affiliate
               (irrespective of whether he has terminated employment) due to
               vacation, holiday, illness, incapacity (including disability),
               layoff, jury duty, or leave of absence;

         (b)        no employee shall be credited with hours with respect to
               payments he receives or is entitled to receive during a period
               when he performed no services for a Participating Company or an
               affiliate under a plan maintained solely for the purpose of
               complying with applicable worker's compensation, unemployment
               compensation, disability insurance or Federal Social Security
               laws; and

         (c)        no employee shall be credited with hours with respect to
               payments he receives or is entitled to receive under a pension
               benefit plan to which a Participating Company or an affiliate has
               contributed during a period when he performed no services for a
               Participating Company or an affiliate.

     Notwithstanding the foregoing provisions of this Section 2.22, in the event

any employee does not perform services for a Participating Company or any

affiliate for any period either:

         (a)        by reason of the pregnancy of such employee; or

         (b)        by reason of the birth of a child of such employee; or

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

         (d)        by reason of such employee caring for such child for a
               period beginning immediately following such birth or placement;

     such employee shall, solely for purposes of determining whether such

employee has incurred a One (1) Year Break-In-Service pursuant to Section 2.26

hereof, be credited either with the hours which otherwise would normally have

been credited to such employee but for such absence or, in any case in which the

Administrator is unable to determine the hours described in the preceding

clause, eight hours per day of such absence provided, however, that the total

number of hours which an employee may be credited with by reason of any such

pregnancy, birth or placement shall not exceed 501 hours.  An employee shall be

credited with the hours described in the preceding sentence only in the plan

year in which the absence from work begins if the employee would be prevented

from incurring a One (1) Year Break-In-Service in such plan year solely because

the employee is credited with hours pursuant to the preceding sentence or, in

any other case, in the immediately following plan year.  The Administrator may

require any employee who is absent from work because of any such pregnancy,

birth or placement to furnish to the Administrator such timely information as

the Administrator may reasonably require to establish both that the employee's

absence from work is because of such pregnancy, birth or placement and the

number of days during which the employee was absent is because of such

pregnancy, birth or placement.

         .21        The words "insurance company" shall mean any legal reserve

life insurance company licensed to issue annuity contracts.

         .22        The words "military service" shall mean duty in the Armed

Forces of the United States, whether voluntary or involuntary, provided that the

employee serves not more than one voluntary enlistment or tour of duty, and

further provided that such voluntary enlistment or tour of duty does not follow

involuntary duty.

         .23        The words "normal retirement date" shall mean for each

participant the date upon which he attains age sixty-five (65).

         .24        The words "One (1) Year Break-In-Service" shall mean for any

employee a taxable year ending after his termination of employment during which

the employee was not credited with more than five hundred (500) hours.

         .25        The word "participant" shall mean any person who becomes a

participant in the Trust and Plan in accordance with Article 3 hereof and shall

also mean, as the context may require, any person who has terminated his

employment and was formerly a participant in the Trust and Plan.

         .26        The words "Participating Company" shall mean the Company and

any subsidiary which has adopted this Trust and Plan pursuant to Article 20

hereof.

         .27        The words "permanent and total disability" shall mean any

disability which continuously disables and wholly prevents a participant from

performing the duties of his occupation and which is expected to be of a

permanent duration, as shall be determined under the provisions of Section 10.2

hereof except that no participant shall be deemed to be permanently and totally

disabled if such disability was (a) contracted, suffered or incurred while the

participant was engaged in, or resulted from his having engaged in, a criminal

act or enterprise, or (b) resulted from his habitual drunkenness or addiction to

narcotics, or (c) resulted from any intentionally self-inflicted injury.

         .28        The words "plan year" shall mean the Company's taxable year.

         .29        The words "qualified domestic relations order" shall mean a

domestic relations order which satisfies the requirements of Section

414(p)(1)(A) of the Code.

         .30        The word "subsidiary" shall mean any corporation organized

under the laws of any State of the United States or under the laws of any

foreign country in which the Company owns directly or indirectly any outstanding

shares either beneficially or of record.

         .31        The words "taxable year" shall mean the Company's annual

accounting period, which presently is the calendar year.

         .32        The words "termination of employment" shall mean for any

employee the occurrence of any one of the following events:

         

         (a)        he is discharged by a Participating Company or any affiliate
               unless he is subsequently reemployed and given pay back to his
               date of discharge;

         (b)        he voluntarily terminates employment with a Participating
               Company or any affiliate;

         (c)        he retires from employment with a Participating Company or
               any affiliate;

         (d)        he fails to return to work at the end of any leave of
               absence authorized by a Participating Company or any affiliate,
               or within any period following military service in which his
               right to reemployment with a Participating Company or any
               affiliate is guaranteed by law, or within three (3) days after he
               has been recalled to work following a period of layoff; or

         (e)        he has been continuously laid-off for twenty-four (24)
               months.

     In the case of the occurrence of any event described in (d) or (e) of this

Section, the date of such employee's termination of employment shall be deemed

to be the first day of any such period of leave of absence, layoff, or military

service.

         .33        The words "Trust and Plan" shall mean this instrument as
originally executed and as it may be amended from time to time.
         .34        The word "Trustee" shall mean the trustee herein named and
any successor Trustee.
         .35        The words "vested interest" shall mean with respect to any

participant the sum of (a) plus (b) minus (c) below where:

         

         (a)        equals the amounts credited to his employer contribution
               account multiplied by his Vested  Percentage;

         (b)        equals any distributions made to the participant  from his
               employer contribution account since his earliest date of hire
               which has not been followed by five (5) consecutive One (1) Year
               Breaks-In-Service, multiplied by his Vested Percentage; and

         (c)        equals the amount of any distributions made to the
               participant from his employer contribution account since his
               earliest date of hire which has not been followed by five (5)
               consecutive One (1) Year Breaks-In-Service.

         .36        The words "Vested Percentage" shall mean for any participant

a percentage determined on the basis of his number of years of vesting service

in accordance with the following table:

         Years of Vesting Service            Vested Percentage

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

Notwithstanding the preceding provisions of this Section, the

Vested Percentage of a participant who has attained his normal retirement date

shall be 100%.

         .1         The words "vesting service" shall mean for any employee the

number of taxable years during which the employee has been or was previously

employed by a Participating Company or any affiliate, excluding:

         (a)        any taxable years during which the employee was credited
               with less than one thousand (1,000) hours; and

         (b)        any years of vesting service which a terminated and rehired
               participant had prior to a termination of employment if:

               (i)       such participant did not have a vested interest on such
                    date of termination of employment; and

              (ii)       no amount was credited to his cash option account on
                    such date of termination of employment; and

             (iii)       such participant has had five consecutive One (1) Year
                    Breaks-In-Service since the last day of such vesting
                    service.


2

                                   ELIGIBILITY AND PARTICIPATION



          .1        An employee of a Participating Company shall be qualified to

become a participant under the Trust and Plan when he has met all of the

following requirements:

          (a)       he is a Covered Employee;

          (b)       he has completed six (6) months of continuous service; and

          (c)       he has attained the age of twenty-one (21) years.

     In the case of an employee who is rehired after a termination of

employment, such employee's date of hire for purposes of this Section shall be

deemed to be his earliest date of hire unless all of the following apply:

          (a)       the employee did not have a vested interest on such date of
               termination of employment;

          (b)       the employee did not have any amount credited to his cash
               option account on such date of termination of employment;

          (c)       the employee has incurred an eligibility break-in-service;
               and

          (d)       the employee's period of continuous service determined under
               this Section on such termination of employment shall have been
               less than or equal to the period between his termination of
               employment and his date of rehire.

     In the event that (a), (b), (c) and (d) above all apply with respect to a

rehired employee, any periods of continuous service prior to such termination of

employment shall be cancelled and such employee's date of rehire shall then be

deemed to be his date of hire for purposes of determining his period of

continuous service under this Section.

          .2        Every employee of a Participating Company who is eligible as

of the effective date shall become a participant as of that date.  Every

employee of a Participating Company who becomes eligible after the effective

date shall become a participant as of the January 1 or July 1 coinciding with or

next following the date he becomes qualified.

          .3        In the event that a Participating Company or an affiliate

shall reemploy a former participant whose continuous service as a former

employee is not excluded pursuant to Section 3.1 hereof, such former participant

shall again become a participant in the Trust and Plan on his date of rehire,

provided he is then a Covered Employee.  Any other former participant must

requalify under the provisions of Section 3.1 hereof before he is eligible to

again become a participant.

          .4

3

                                   CASH OR DEFERRED OPTION



          .1        Pursuant to uniform rules and procedures promulgated by the

Administrator, a participant may elect in writing that a portion (such portion

being within limits prescribed by the Administrator) of his unpaid compensation

for a taxable year be paid by his employer to the Trustee hereunder and be

treated as a contribution by his employer.  A participant's election hereunder

shall be conditioned upon:

          (a)       his right to defer the imposition of federal income tax on
               such contribution until a subsequent distribution of such amount
               under this Trust and Plan; and

          (b)       the right of his employer to deduct such amount for federal
               income tax purposes after taking into account any contributions
               made by the employer under any other profit sharing, pension and
               stock bonus plans maintained by the employer which meet the
               requirements of Section 401(a) of the Code.

     The Administrator may prescribe the maximum amount of a participant's

unpaid compensation that is subject to the election described in this Section

4.1.

          .2        All amounts paid to the Trustee pursuant to Section 4.1

above shall be paid in cash not later than the date on which such amounts can

reasonably be segregated from the employer's general assets, which in no event

shall be more than ninety (90) days after the date on which such amount would

otherwise have been payable to the participant in cash.

          .3        Any amounts contributed to the Trust and Plan pursuant to

Section 4.1 above on behalf of a participant shall be held by the Trustee as a

part of the trust fund created under this Trust and Plan, shall be specifically

allocated to a cash option account for the benefit of such participant and shall

be invested, reinvested, and administered in accordance with the terms of this

Trust and Plan.  The amounts credited to a participant's cash option account

shall be fully vested and nonforfeitable at all times.

          .4        Except as provided in Article 13, in no event may a

participant withdraw any amounts credited to his cash option account prior to

the time such amounts become distributable to him pursuant to Articles 9 and 10

hereof.

          .5        The amounts credited to a participant's cash option account

shall not be alienated, disposed of or in any manner encumbered and are made

expressly subject to the provisions against alienation set forth in Article 18

of this Trust and Plan.

          .6        In the event a participant receives a distribution from his

cash option account as a result of hardship as described in Article 13, such

participant's elective deferrals shall be suspended for 12 months after his

receipt of such hardship distribution.  In addition, for the calendar year

immediately following the calendar year of the hardship distribution such

participant shall be barred from making elective deferrals in excess of (a)

minus (b) below where (a) equals the applicable limit under Code Section 402(g)

for such immediately following calendar year; and (b) equals the amount of such

participant's elective deferrals for the calendar year of the hardship

distribution.

          .7

4

                             EMPLOYER CONTRIBUTIONS



          .1        With respect to any taxable year, a Participating Company

may pay to the Trustee, not later than the last day upon which such

Participating Company may make a contribution under this Trust and Plan and

secure under the Code of the United States a deduction of such contribution in

the computation of its Federal Income Taxes for such taxable year, a

contribution in cash or other property in such amount as is determined by the

Participating Company in its sole discretion.  Such contribution shall be in

addition to any amounts contributed under Article 4 and nothing contained herein

shall require a Participating Company to make any contribution under this

Article with respect to any plan year.

          .2        The Administrator shall, as soon as reasonably possible

after the payment by a Participating Company of its contribution, furnish to the

Trustee such information, including information concerning the compensation of

participants during such taxable year, as may be necessary for the proper

administration of this Trust and Plan.

          .3

5

                      ALLOCATION OF EMPLOYER CONTRIBUTIONS



          .1        Upon an employee becoming a participant the Administrator

shall notify the Trustee and provide the Trustee with such information

concerning said participant as the Trustee may need.  Upon being notified by the

Administrator that an employee has become a participant, the Trustee shall

establish an employer contribution account in the name of such participant.

          .2        The Participating Companies' contributions for any taxable

year shall be allocated among the employer contribution accounts of the

participants who were active participants with respect to such taxable year.

The employer contribution account of each such active participant shall be

credited with that portion of the Participating Companies' contributions for

such taxable year which bears the same relationship to the contributions of the

Participating Companies as such active participant's compensation for such

taxable year bears to the total compensation of all such active participants for

such taxable year.

          .3        In no event may a participant withdraw any amounts credited

to his employer contribution account prior to the time such amounts become

distributable to him pursuant to Articles 9 and 10 hereof.

          .4        The amount determined to be credited to each participant's

employer contribution account under this Article shall be added to amounts

previously credited to said accounts which remain credited to such accounts, and

shall for all purposes be deemed to have been credited on the aforesaid

allocation date which coincides with the last day of the taxable year for which

the contribution was made.  Such crediting to the accounts of participants shall

not vest any right, title or interest in or to any assets of the Trust in any

participant.

          .5

6

                  LIMITATIONS ON CONTRIBUTIONS AND ALLOCATIONS



          .1        The amount and allocation of contributions under this Trust

and Plan shall be subject to several limitations.  Those limitations shall be as

follows:

          (a)       contributions made by the Participating Companies to the
               Trust and Plan pursuant to a participant's cash or deferred
               election under Article 4 of the Trust and Plan shall be subject
               to the individual deferral limit described in Section 7.2 hereof;

          (b)       contributions made by the Participating Companies to the
               Trust and Plan pursuant to a participant's cash or deferred
               election under Article 4 of the Trust and Plan shall be subject
               to the limits set forth in Section 7.3 hereof;

          (c)       all contributions made pursuant to Article 4 and Article 5
               of the Trust and Plan, including contributions made pursuant to a
               participant's election under Article 4 and employer contributions
               made pursuant to Article 5, shall, in the aggregate, be subject
               to the deductibility limit set forth in Section 7.4 hereof; and

          (d)       the allocation of all of the foregoing contributions shall,
               in the aggregate, be subject to the limitation on annual
               additions set forth in Article 22 hereof.

          .2        In no event shall contributions made pursuant to a

participant's election under Article 4 of the Trust and Plan with respect to the

taxable year of the participant plus similar amounts contributed on a similar

basis by any other employer (whether or  not related to a Participating Company)

required by law to be aggregated with such contributions under this Trust and

Plan exceed Nine Thousand Two Hundred and Forty Dollars ($9,240.00), plus any

increase for cost-of-living as determined from time to time pursuant to

regulations issued by the Secretary of the Treasury or his delegate pursuant to

Section 415(d) of the Code.  In the event that the deferrals for a participant's

taxable year shall exceed such limit, the excess deferrals, reduced by the

amount of excess deferrals previously distributed to such participant in

accordance with Section 7.5 hereof for the taxable year, together with any

earnings allocable to such excess deferrals during the taxable year shall be

refunded to the participant by the April 15th next following the close of such

taxable year.  The amount of any such refund shall be debited to the

participant's cash option account.

               In the event that the Administrator shall receive notice from a

participant by the March 1 next following the close of the participant's taxable

year that the deferrals together with similar deferrals under plans of other

employers shall have exceeded such limit, the Administrator shall cause the

amount of excess deferrals specified by the participant, together with any

earnings allocable to such excess elective deferrals during the taxable year, to

be refunded to the participant by the April 15th next following the receipt of

such notice.  The amount of any such refund shall be debited to the

participant's cash option account.

          .3        Deferrals shall be limited so that the average deferral

percentage for the highly compensated participants shall not exceed an amount

determined based upon the average deferral percentage for the participants who

are not highly compensated participants, as follows:

               (A)                           (B)

          Average Deferral              Limit on Average
          Percentage for                Deferral Percentage
          Participants who              for Highly Compensated
          are Not Highly                Participants
          Compensated

          Less than 2%                  2 times Column (A)
          2% or more but less           Column (A) plus 2%
               than 8%
          8% or more                    1.25 times Column (A)

For purposes of the foregoing, the "deferral percentage" for a participant for

any plan year shall equal the deferral allocated to his cash option account

during the plan year that either would have been received by the participant in

the plan year, if not for the deferral election, or are attributable to services

performed during the plan year and would have been received by the employee

within 2-1/2 months after the close of the plan year, if not for the deferral

election, as a percentage of his compensation for such plan year.  For purposes

of determining the deferral percentage of a highly compensated participant, all

contributions made on his behalf by the Participating Companies pursuant to a

cash or deferred arrangement under all tax qualified retirement plans maintained

by the Participating Companies shall be treated as if made under the Trust and

Plan.  For purposes of this Trust and Plan, an employee shall be considered to

be "highly compensated" for a plan year if either:

          (c)  during the preceding plan year, he:

               (i)       was at any time a five percent (5%) actual or
                    constructive owner of a Participating Company or its
                    affiliate; or

              (ii)       received total remuneration from the Participating
                    Companies and their affiliates in excess of Seventy-Five
                    Thousand Dollars ($75,000.00) (plus any increase for
                    cost-of-living as shall be prescribed by the Secretary of
                    the Treasury pursuant to Section 414(q)(1) of the Code); or

             (iii)       received total remuneration from the Participating
                    Companies and their affiliates in excess of Fifty Thousand
                    Dollars ($50,000.00)(plus any increase for cost-of-living as
                    shall be prescribed by the Secretary of the Treasury
                    pursuant to Section 414(q)(1) of the Code) and was in the
                    "top paid group" of employees of the Participating Companies
                    and their affiliates for such plan year; or

              (iv)       was at any time an officer of a Participating Company
                    or one of its affiliates and received total remuneration in
                    excess of Forty-Five Thousand Dollars ($45,000.00) or, if
                    greater, fifty percent (50%) of the amount in effect under
                    Section 415(b)(1)(A) of the Code for such plan year (plus
                    any increase for cost of living after 1989 as determined by
                    the Secretary of the Treasury or his delegate); or

          (d)  during the current plan year, he either:

               (i)       was at any time a five percent (5%) actual or
                    constructive owner of a Participating Company or its
                    affiliate; or

              (ii)       was one of the one hundred (100) highest paid employees
                    of the Participating Companies and their affiliates for the
                    current plan year and meets the requirements of
                    subparagraphs (a)(ii), (a)(iii) or (a)(iv) above for the
                    current plan year.

          For purposes of determining whether an employee is "highly

compensated," the words "total remuneration" shall mean for any participant all

amounts paid to him as payment for services rendered by him to the Participating

Companies or any affiliate which must be taken into account for purposes of

satisfying one of the definitions of compensation contained in the Treasury

regulations issued under Section 415 of the Code.

          For purposes of determining the members of the "top paid group" under

subparagraph (a)(iii) above, a participant is a member of the top paid group for

any plan year if for such plan year the participant is a member of a group

consisting of the top paid twenty percent (20%) of employees of the

Participating Companies, and all affiliates ranked on the basis of total

remuneration from the Participating Companies and all affiliates during the plan

year.  In determining the members of the top paid group, the following employees

shall be excluded:

          (A)       employees who have not completed six (6) months service;

          (B)       employees who normally work less than seventeen and one-half
               (17-1/2) hours per week;

          (C)       employees who normally work not more than six (6) months
               during any year;

          (D)       employees who have not attained age twenty-one (21);

          (E)       except to the extent provided in regulations, employees who
               are included in a unit of employees covered by an agreement which
               the Secretary of Labor finds to be a collective bargaining
               agreement between employee representatives and a Participating
               Company or any affiliate; and

          (F)       employees who are nonresident aliens and who receive no
               earned income (within the meaning of Section 911(d)(2) of the
               Code) from the Participating Companies or any affiliate which
               constitutes income from sources within the Unites States (within
               the meaning of Section 861(a)(3) of the Code).

The Participating Companies may elect (in such manner as may be provided by the

Secretary of the Treasury or his delegate) to apply subparagraph (A), (B), (C),

or (D) above by substituting a shorter period of service, smaller number of

hours or months, or lower age for the period of service, number of hours or

months, or age (as the case may be) than that specified in such subparagraph.

          For purposes of determining the number and identity of "officers" in

subparagraph (a)(iv) above:

          (I)  The total number of employees treated as officers shall be
               limited to the lesser of:

               (1)  fifty (50); or

               (2)  the greater of three (3) employees or ten percent (10%) of
                    all employees of the Participating Companies and all
                    affiliates; but

         (II)  If no employee would be described as an officer pursuant to
               subparagraph (a)(iv) above, the highest paid officer shall be
               treated as described in such subparagraph.

          A former employee shall also be treated as a highly compensated

participant if:

          (a)  such employee was a highly compensated participant when he
               terminated employment; or

          (b)  such employee was a highly compensated participant at any time
               after attaining age fifty-five (55).

          In addition, if any individual is a member of the family of a five

percent (5%) owner or of a highly compensated employee in the group consisting

of the ten (10) highly compensated employees paid the greatest total

remuneration by the Participating Companies during the plan year, then for

purposes of any Section of this Trust and Plan which uses the term highly

compensated employee or highly compensated participant, (i) such individual

shall not be considered a separate employee, and (ii) any such compensation paid

to such individual by the Participating Companies (and any applicable

contribution on behalf of such individual) shall be treated as if it were paid

to (or on behalf of) the highly compensated employee or participant.  For

purposes of the foregoing, the word "family" shall mean, with respect to any

employee, such employee's spouse and lineal ascendants or descendants and the

spouses of such lineal ascendants or descendants.

          .1        In no event shall the amount of all contributions by the

Participating Companies pursuant to Article 5, together with all amounts

contributed by Participating Companies to the Trustee pursuant to participants'

deferral elections under Section 4.1 hereof, exceed the maximum amount allowable

as a deduction under Section 404(a)(3) of the Code or any statute of similar

import, including the amount of any contribution carryforward allowable under

said Section 404(a)(3).  This limitation shall not apply to contributions which

may be required in order to provide the minimum contributions described in

Article 23 for any plan year in which this Trust and Plan is top-heavy.  Nor

shall this limitation apply to contributions which may be required in order to

recredit the account of any rehired participant whose account is to be

recredited with previously forfeited amounts as described in Section 9.3 hereof.

          .2        In the event that the limitations set forth in Section 7.3

hereof shall be exceeded, the Administrator shall take action to reduce future

deferrals hereof as appropriate.  Such action may include a reduction in the

future rate of deferrals of any highly compensated employee pursuant to any

legally permissible procedure.  In the event that such action shall fail to

prevent the excess, prior deferrals, reduced by the amount of excess deferrals

previously distributed to such participant in accordance with Section 7.2 hereof

for the plan year, plus any income and minus any loss allocable thereto to the

end of the preceding plan year, shall be distributed to the affected highly

compensated employees no later than two and one-half (2-1/2) months following

the end of the plan year in which such contributions were made.  In the event

that distributions must be made in order to  bring the Trust and Plan into

compliance with Section 7.3 hereof, the Administrator shall reduce the deferral

percentage or contribution percentage of highly compensated participants in

descending order, beginning with the highly compensated participant(s) with the

highest such percentage, until such limitations have been satisfied.  In

performing such reduction, the reduced deferral percentage or contribution

percentage of any affected highly compensated participant shall in no event be

lower than that of the highly compensated participant with the next highest such

percentage.

               Distributions of excess deferrals or excess contributions shall

be made to highly compensated employees on the basis of the respective portions

of such contributions attributable to such employees taking into account the

family aggregation rules contained in Section 7.3 hereof.  Such contributions

shall be treated as annual additions under Section 22.1 hereof.

               For purposes of adjusting excess deferrals and excess

contributions to take into account income and losses to the end of the preceding

plan year, the income or loss shall be equal to the income or loss for the plan

year allocable to the account to which the excess was allocated multiplied by a

fraction, the numerator of which is the excess deferrals or contributions

credited to such account for the plan year and the denominator of which is the

total account balance without regard to any income or loss occurring during such

plan year.  Any adjustments made in cash option accounts shall be made in a

uniform and nondiscriminatory manner for similarly situated participants.



2

                             VALUATION OF ASSETS AND
                       ADJUSTMENT OF UNSEGREGATED ACCOUNTS


          .1        To the extent the accounts have not been segregated for

investment purposes pursuant to Article 16 hereof, the Trustee shall, as soon as

practicable following each allocation date value all unsegregated assets of the

Trust as of the allocation date.  The Trustee shall use the fair market values

of securities or other assets in making said determination.  The Trustee shall

then subtract from the total value of the unsegregated assets of said Trust the

total of all unsegregated cash option accounts and employer contribution

accounts as of said allocation date.  Each such unsegregated account shall be

credited with that portion of the excess of the value of the unsegregated assets

over the total of all unsegregated accounts which bears the same relationship to

the total of such excess as the amount in said unsegregated account bears to the

total of all unsegregated accounts.  The amount credited to each unsegregated

account shall be reduced in similar proportion in the event the total of all

unsegregated accounts as of said allocation date exceeds the total value of all

unsegregated assets of the Trust as of said allocation date.  Such adjustments

in the amounts credited to unsegregated accounts shall be deemed to have been

made on said allocation date.  It is intended that this Article 8 operate to

distribute among all unsegregated accounts in the Trust, all income of the Trust

and changes in the value of the Trust's unsegregated assets, as the case may be.

In adjusting unsegregated accounts after valuing unsegregated assets of the

Trust as of any allocation date, no contributions of the Participating Companies

pursuant to Article 4 or Article 5 hereof shall be taken into account until the

allocation date coinciding with or next following the date such contributions

were both actually paid to the Trustee by the Participating Companies and

credited to the accounts of participants.

          .2

2

                            TERMINATION OF EMPLOYMENT



          .1        In the event of the termination of employment of a

participant for any reason other than death, permanent and total disability, or

retirement pursuant to Article 10 hereof, the participant shall be entitled to

receive a distribution of the sum of the following amounts:

          (a)       the amount credited to his cash option account; and

          (b)       his vested interest.

          .2        The amount described in Section 9.1 above shall be

distributed to the terminated participant in the form of an immediate lump sum

payment as soon as practicable after his date of termination of employment, but

not later than his normal retirement date.  Notwithstanding the foregoing, in

the event the amount to be distributed to a terminated participant exceeds Three

Thousand Five Hundred Dollars ($3,500.00), such amount shall be distributed to a

participant in the form of a single lump sum payment at any time prior to his

normal retirement date as such participant shall select, provided that if the

participant is married, the participant's spouse consents in writing to such

distribution.  Any such payment shall be made as soon as administratively

feasible after the Trustee receives a request for payment from such terminated

participant.  If a participant does not receive the amounts distributable to him

in accordance with the preceding paragraph prior to his normal retirement date,

the amounts distributable to such participant shall be distributed in accordance

with the provisions of Article 12 hereof as though he had retired on his normal

retirement date under Article 10 hereof.

          .3        If a terminated participant's Vested Percentage in his

employer contribution account is less than 100%, an amount equal to (a) minus

(b) below where:

          (a)       equals the amount credited to his employer contribution
               account; and

          (b)       equals his vested interest;

shall be forfeited as of the earliest of (1) the date on or after the

participant's termination of employment on which the participant receives a

distribution of the amounts described in Section 9.1 hereof; (2) the last day of

the plan year during which the participant shall incur five consecutive One (l)

Year Breaks-In-Service; or (3) the date the participant dies.  Any such

forfeited amount shall be debited to the participant's employer contribution

account.  If any amounts remain credited to his employer contribution account

after said forfeiture, said amounts shall thereafter be held, administered and

distributed in accordance with Section 9.2 above.  Notwithstanding the preceding

provisions of this Section 9.3, if a terminated participant's Vested Percentage

is zero (0) and there are no amounts credited to his cash option account, the

amounts which are credited to his employer contribution account shall be

forfeited as of the date of the participant's termination of employment.

          If the terminated participant shall be rehired by a Participating

Company or any affiliate prior to the time the terminated participant incurs

five consecutive One (1) Year Breaks-In-Service, he shall immediately be

reinstated as a participant in this Trust and Plan and the amount which had been

previously debited to his employer contribution account and forfeited pursuant

to the provisions of this Section 9.3 shall be recredited to his employer

contribution account on the date such participant is rehired.

          Notwithstanding any other provision of this Trust and Plan to the

contrary, in order to balance the accounts maintained under the Trust and Plan

after giving effect to the recrediting of the rehired participant's employer

contribution account and the later adjustment of such accounts pursuant to

Article 8 or Article 16 hereof, the Company may, at its option:

          (b)       if none of the accounts have been segregated for investment
               purposes pursuant to Article 16 hereof, reduce the gain, if any,
               in the value of the Trust and Plan's assets (since the most
               recent allocation date) for purposes of adjusting the accounts
               pursuant to Article 8 hereof as of any allocation dates which
               coincide with or follow the date of the participant's rehire up
               to and including the allocation date which coincides with the
               last day of the plan year during which such participant was
               rehired; and/or

          (c)       reduce the value of the forfeitures which are otherwise
               reallocable as of the allocation date which coincides with the
               last day of the plan year during which such participant was
               rehired; and/or

          (d)       reduce the amount of the employer contributions which are
               otherwise allocable among the employer contribution accounts of
               participants pursuant to Article 5 for the plan year during which
               such participant was rehired; and/or

          (e)       take some combination of the actions described in (a), (b)
               and (c) above as the Company shall in its sole discretion
               determine;

provided that the total of the amounts described in (a), (b) and (c) above with

respect to any plan year shall not exceed the aggregate amounts which were

recredited to the employer contribution accounts of all participants who were

rehired during such plan year.  Any amounts recredited to a rehired

participant's employer contribution account pursuant to this Section 9.3 shall

not be an annual addition for purposes of Article 22 of this Trust and Plan with

respect to the plan year during which such recrediting occurs.

          To the extent that the sum of the amounts described in (a), (b) and

(c) above for any plan year is less than the aggregate amounts which were

recredited to the employer contribution accounts (as later adjusted pursuant to

Article 8 or Article 16 hereof) of all participants who were rehired during the

plan year, the Company shall cause the Participating Companies to contribute to

the Trust and Plan an amount equal to the difference between the aggregate

amounts which were recredited to the employer contribution accounts (as later

adjusted pursuant to Article 8 or Article 16 hereof) of all participants who

were rehired during the plan year and the sum of the amounts described in (a),

(b) and (c) above, and such contribution shall be made by any such Participating

Company no later than the close of the plan year next following the plan year

during which such participants were rehired.

          .1        The amounts forfeited pursuant to Section 9.3 hereof shall

be used to reduce the contributions to be made by the Participating Companies

for the taxable year which includes the date of forfeiture.  The amounts

forfeited pursuant to Section 9.3 hereof shall be reallocated among the employer

contribution accounts of active participants who are employed by one of the

Participating Companies on the allocation date which is the last day of the

taxable year which includes the date of forfeiture as though such amounts were

contributed by the Participating Companies with respect to such taxable year.

In no event shall forfeitures be used to increase the benefits any participant

would otherwise receive under the Trust and Plan.

          .2        If the accounts have been segregated for investment purposes

pursuant to Article 16 hereof, any amounts forfeited pursuant to Section 9.3

hereof shall be invested in such media as the Administrator shall direct until

reallocated among the employer contribution accounts of the remaining active

participants pursuant to Section 9.4 hereof.

          .3

2

                       RETIREMENT AND DISABILITY BENEFITS



          .1        A participant who retires on or after his normal retirement

date shall be entitled to receive an amount equal to the amounts credited to his

accounts.  Except as provided in Section 12.1 hereof, such amount shall be

distributed or commence to be distributed as soon as administratively feasible

but in no event later than sixty (60) days after the close of the plan year

which includes the date of his retirement.  Such distribution shall be made in

accordance with the provisions of Article 12 hereof.

          .2        Upon receipt from a participant or a person authorized by

him or on his behalf of a request that distributions be made on account of such

participant's permanent and total disability, or upon its own motion, the

Administrator shall determine the extent of such participant's disability and

may, to assist it in making such determination, cause appropriate medical

diagnoses and tests to be made at the expense of the participant's employer.  If

the Administrator shall determine that the participant is permanently and

totally disabled, as defined in Section 2.29 hereof, such disabled participant

shall be entitled to receive an amount equal to the amounts credited to his

accounts.  Except as provided in Section 12.1 hereof, such amounts shall be

distributed or commence to be distributed as soon as administratively feasible

but in no event later than sixty (60) days after the close of the plan year

which includes the later of the date the Administrator determines that such

participant is permanently and totally disabled or the date said participant

actually retires.  Such distribution shall be made in accordance with the

provisions of Article 12 hereof.

          .3        Each participant who is eligible for benefits under this

Article 10 shall apply therefor on a form which shall be given to him for that

purpose by the Administrator provided, however, that the foregoing requirement

shall not apply in any case in which a participant shall be unable, for

physical, mental or any other reason satisfactory to the Administrator to make

such application.  Upon finding that such participant satisfies the eligibility

requirements for benefits under this Article 10, the Administrator shall

promptly notify the Trustee in writing of his eligibility and of the method of

distribution selected in accordance with Article 12.

          .4

3

                                 DEATH BENEFITS



          .1        In the event of the termination of employment of a

participant by reason of his death, his designated beneficiary shall be entitled

to receive a distribution which shall be made or commence to be made as soon as

administratively feasible but in no event later than sixty (60) days after the

close of the plan year which includes the date of his death, unless such

beneficiary defers the distribution until a later date pursuant to Section 12.1

hereof.  The amount of such distribution shall be equal to the amounts then

credited to the deceased participant's accounts.  Such distribution shall be

made in accordance with the provisions of Article 12 hereof.

          .2        In the event of the death of a retired or terminated

participant prior to the date distribution has been made to him, his designated

beneficiary shall be entitled to receive a distribution which shall be made or

commence to be made as soon as administratively feasible but in no event later

than sixty (60) days after the close of the plan year which includes the date of

the former participant's death, unless such beneficiary defers the distribution

until a later date pursuant to Section 12.1 hereof.  The amount of such

distribution shall be equal to the amounts then credited to his accounts.  Such

distribution shall be made in accordance with the provisions of Article 12

hereof.

          .3        In the event of the death of a participant after the date of

distribution or the commencement of distribution to him, no benefits shall be

payable to his beneficiary except to the extent provided for by the method under

which the participant was receiving distributions under Article 12 hereof.

          .4        Notwithstanding anything contained in this Trust and Plan to

the contrary, the designated beneficiary of a participant who is married at the

time of his death shall, for all purposes of this Trust and Plan, be deemed to

be the surviving spouse of the deceased participant unless either (a) both the

deceased participant and the surviving spouse had signed a document designating

some person or entity other than the surviving spouse as the participant's

designated beneficiary and such spouse's signature was properly notarized or (b)

it is established to the satisfaction of the Administrator that the signature of

the spouse cannot be obtained either because the spouse cannot be located or

because of such other circumstances as the Secretary of the Treasury may

prescribe by lawful regulations.  Any consent given by a spouse pursuant to this

Section 11.4 shall be effective only with respect to such spouse and shall not

be effective with respect to any other spouse of such participant.

          .5        Subject to Section 11.4 hereof, upon becoming a participant,

an employee shall designate in writing to the Administrator the beneficiary

and/or contingent beneficiary to receive, in the event of his death, any amounts

distributable pursuant to this Article 11.

          .6        Subject to Section 11.4 hereof, a participant may at any

time change his designation of his beneficiary, or the amounts to be paid any

beneficiary, by notifying the Administrator of any such change in writing.  Each

such change of designation shall be deemed to be a ratification and confirmation

of any earlier designations insofar as they are not inconsistent with such

change of designation.

          .7        Upon the death of a participant, the Administrator shall

immediately deliver to the Trustee any designation of beneficiary or change of

designation filed with it by such deceased participant and not previously

delivered to the Trustee.

          .8        The Trustee shall be completely protected in making payments

to any person in any sums in accordance with beneficiary designations.  There

shall be no liability on the part of the Administrator to any person because of

any delay in filing with the Trustee any designation or change filed with it by

a participant.  If a new designation is filed with the Trustee after any

disbursements have been made in accordance with a previous designation, or in

accordance with Section 11.9 hereof because either no designation was on file or

the designation on file did not dispose of all amounts distributable, a

distribution made before receipt of such new designation shall be irrevocable,

but all distributions after receipt by the Trustee of such new designation shall

be made in accordance with such new designation.

          .9        In the event that upon the death of a participant, the

beneficiary designation on file with the Trustee or Administrator which is in

effect on the date of such participant's death does not dispose in its entirety

of the amounts distributable under this Trust and Plan upon his death, or in the

event no designation shall be on file with the Trustee or Administrator at the

time of such death, then the amounts distributable on behalf of said

participant, the disposition of which was not determined by the deceased

participant's designation, shall be distributed to the participant's spouse if

she survives the participant, or, if she does not survive, said amount shall be

distributed to the personal representative of the participant for distribution

as a part of the participant's estate.

          .10       Any ambiguity in a participant's designation shall be

resolved by the Administrator.  If so requested by the Trustee, the

Administrator shall cause a participant to clarify his designation and, if

necessary, execute a new designation containing such clarification.

          .11

4

                                  DISTRIBUTIONS



          .1        Distributions will normally commence as of the dates

specified in Articles 9 and 10 hereof.  However, a participant or beneficiary

may elect in writing to defer any distribution until a later date provided that:

         (a)   in the case of a living participant or former participant,
               distribution must commence on or before the April 1 following the
               end of the calendar year in which he attains age seventy and one-
               half (70-1/2); or

         (b)   in the case of a deceased participant or former participant,
               distributions after his death shall be payable either:

               (i)       by the December 31 of the calendar year containing the
                    5th anniversary of the participant's death; or

              (ii)       if distribution commences to his beneficiary, either:

                    (A)       on or before the December 31 of the calendar year
                         immediately following the calendar year in which the
                         participant died; or

                    (B)       if his spouse is his beneficiary, by the later of
                         the December 31 of the calendar year immediately
                         following the calendar year in which the participant
                         died and the December 31 of the calendar year in which
                         the participant would have attained age 70 1/2;

                         over a period not extending beyond the life expectancy
                         of such beneficiary; or

             (iii)       if the participant's distribution had commenced prior
                    to his death under a form of payment meeting the
                    requirements of subparagraph (a)(ii) above, such
                    distribution must be completed by the remainder of the
                    period specified in said subparagraph (a)(ii); and

              (iv)       if the participant's distribution had not commenced
                    prior to his death under a form of payment meeting the
                    requirements of subparagraph (a)(ii) above and the
                    participant's spouse is entitled to a distribution hereunder
                    but dies prior to the commencement of such distribution,
                    then the limitations of this Section 12.1(b) shall be
                    applied as if the spouse were the participant.

     If retirement benefits are paid to a participant's child, such payments

shall be deemed to be paid to the participant's spouse if such benefits will

become payable to such spouse upon such child reaching majority or any other

event permitted under any lawful regulations issued by the Secretary of the

Treasury.  The life expectancy of a participant and his spouse may be

redetermined from time to time but not more frequently than annually.

         .1         Subject to Section 12.1 above, a participant or beneficiary

shall receive the amounts distributable to him under Articles 9 or 10 pursuant

to a single lump sum payment.

         .2         All distributions required under this Article 12 shall be

determined and made in accordance with the regulations under Section 401(a)(9)

of the Code, including the minimum distribution incidental benefit requirement

of Section 1.401(a)(9)-2 of the regulations.

         .3         The Administrator shall notify the Trustee immediately of a

participant's or beneficiary's election of a method of distribution, and the

Trustee shall make all distributions in accordance with such method of

distribution.  At any time that amounts remain credited to any accounts of such

participant or beneficiary, he may file with the Administrator instructions

changing the method of distribution.  If a participant or beneficiary files such

instructions, the Administrator shall promptly direct the Trustee in writing to

adopt the new method of distribution for any amounts remaining credited to such

person's accounts.  In no case shall the Trustee be obligated to accept any

instructions for a change in the method of distribution, if, in its judgment, it

will be unduly expensive to carry out instructions.  There shall be no liability

on the part of the Administrator to any person because of any delay in notifying

the Trustee of a change in method of distribution filed with it.

         .4         The Trustee shall, upon notification by the Administrator as

to the eligibility of and method of distribution applicable to a participant or

beneficiary, make payment directly from the trust fund to such person.

         .5         Any accounts which have been segregated for investment

purposes pursuant to Article 16 hereof may, at the election of a distributee who

is receiving a distribution in the form of a single lump sum payment, be

distributed in the form of the assets which constitute the accounts being

distributed, provided there is an active market for such assets.

        .6          Notwithstanding the preceding provisions of this Article 12,

if the aggregate of the amounts credited to a participant's accounts under the

Trust and Plan does not exceed or at the time of any prior distribution did not

exceed Three Thousand Five Hundred Dollars ($3,500) as of the date distribution

of the participant's accounts is commenced, the Administrator shall distribute

the participant's accounts to the participant or beneficiary thereof in the form

of a single lump sum payment.

        .7          As long as there remain any amounts credited to an account,

the Trustee shall continue to maintain and administer said account in accordance

with the terms and provisions of the Trust and Plan.

        .8          Each distributee shall have the right to direct that any

distribution which, under Code Section 402(c), qualifies as an eligible rollover

distribution be transferred directly to an eligible retirement plan.  A

distributee may direct that part of the distribution be transferred directly to

an eligible retirement plan and the balance be paid to him, provided that the

amount directly transferred to the eligible retirement plan shall be at least

Five Hundred Dollars ($500.00).  A distributee is not permitted to direct that

this distribution be transferred directly to more than one eligible retirement

plan.  In the event that a distributee fails to make any direction, the

distribution shall be paid directly to him after deduction of appropriate

withholding taxes.

               Unless the context otherwise indicates, the following terms shall

have the following meanings whenever used in this Section 12.9:

         (a)   "eligible rollover distribution" shall mean any distribution of
               all or any portion of the balance to the credit of the
               distributee, except that an eligible rollover distribution does
               not include:

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

              (ii)       any distribution to the extent such distribution is
                    required under Section 12.1 above which reflects the
                    requirements under Section 401(a)(9) of the Code; and

             (iii)       the portion of any distribution that is not includible
                    in gross income (determined without regard to the exclusion
                    for net unrealized appreciation with respect to employer
                    securities).

         (b)   "eligible retirement plan" shall mean:

               (i)       an individual retirement account described in Section
                    408(a) of the Code;

              (ii)       an individual retirement annuity described in Section
                    408(b) of the Code;

             (iii)       an annuity plan described in Section 403(a) of the
                    Code; or

              (iv)       a qualified trust described in Section 401(a) of the
                    Code;

               that accepts the distributee's eligible rollover distribution.

               Notwithstanding the foregoing, in the case of an eligible
               rollover distribution to the surviving spouse, an eligible
               retirement plan is an individual retirement account or individual
               retirement annuity.

         (e)   "distributee" shall mean:

               (i)       an employee or former employee; and

              (ii)       an employee's or a former employee's surviving spouse
                    and an employee's or former employee's spouse or former
                    spouse who is the alternate payee under a qualified domestic
                    relations order, as defined in Section 414(p) of the Code,
                    without regard to the interest of the spouse or former
                    spouse.

         (f)   "direct rollover" shall mean a payment by the Trust and Pan to
               the eligible retirement plan specified by the distributee.
         (g)
3

                                HARDSHIP BENEFITS



          .1        In case of hardship, a participant may apply to the

Administrator for distribution of all or a portion of the amounts credited to

his cash option account.  For purposes of this Section 13.1, a distribution

shall be on account of hardship only if the distribution both is made on account

of an immediate and heavy financial need of the participant and is necessary to

satisfy such financial need.  In no event shall any amounts be distributed to a

participant from his cash option account prior to his attainment of age fifty-

nine and one-half (59-1/2), unless the Administrator determines that the

participant is unable to eliminate the hardship out of other resources which are

reasonably available to the participant.

          .2        A distribution will be made on account of an immediate and

heavy financial need of the participant only if the distribution is on account

of:

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

          (b)       purchase (excluding mortgage payments) of a principal
               residence for the participant;

          (c)       payment of tuition and related educational fees for the next
               twelve (12) months of post-secondary education for the
               participant, his or her spouse, children, or dependents; or

          (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.

     A distribution will be necessary to satisfy an immediate and heavy

financial need of a participant only if both of the following requirements are

satisfied:

          (a)       the distribution is not in excess of the amount of the
               immediate and heavy financial need of the participant, including
               amounts to pay taxes or penalties reasonably anticipated to
               result from the distribution; and

          (b)       the participant has obtained all distributions, other than
               hardship distributions, and all nontaxable loans currently
               available under all plans maintained by the Participating
               Companies and affiliates.

     If the Administrator determines that the criteria set forth above are

satisfied, it shall order a distribution from the participant's cash option

account subject to the limits set forth in Section 13.3 below.  Amounts

distributed to a participant under this Section shall be debited to his cash

option account as they are paid.

          .3        The amount of any such distribution (i) shall not exceed the

amount determined by the Administrator as necessary to satisfy such immediate

and heavy financial need of the participant, (ii) shall not exceed the amount of

cash or deferred contributions made to such participant's cash option account

and minus any withdrawals made from such participant's cash option account and

(iii) shall not exceed the amount credited to such participant's cash option

account on the date of such distribution.  A distribution generally may be

treated as necessary to satisfy a financial need if the Administrator relies

upon the participant's written representation, unless the Administrator or its

authorized employees have actual knowledge to the contrary that the need cannot

reasonably be relieved:

          (1)       through reimbursement or compensation by insurance or

otherwise;

          (2)       by liquidation of the participant's assets;

          (3)       by cessation of deferral contributions under the Plan; or

          (4)       by other distributions or nontaxable loans from plans

maintained by the Company or by any other employer, or by borrowing from

commercial sources on reasonable commercial terms in an amount sufficient to

satisfy the need.  Neither the application for nor payment of any distribution

in accordance with Section 13.1 shall have the effect of terminating a

participant's participation in the Plan.  The Administrator may prescribe the

use of such forms, conduct such investigation, and require the making of such

representations and warranties, as it deems desirable to carry out the purpose

of this Article 13.

          .4        Notwithstanding any other provision of this Article 13, in

no event may a married participant receive a hardship distribution from the Plan

unless either (a) within a period of ninety (90) days preceding the date the

distribution is actually made to the participant, the participant's spouse

consents in writing to such distribution and such spouse's signature is properly

notarized, or (b) it is established to the satisfaction of the Administrator

that the signature of the spouse cannot be obtained either because the spouse

cannot be located or because of such other circumstances as the Secretary of the

Treasury may prescribe by lawful regulation.

          .5

2

                       THE TRUSTEE, ITS POWERS AND DUTIES



          .1        The Trustee shall not be obligated to institute any action

or proceeding to compel any Participating Company to make any contributions to

this Trust, nor shall the Trustee be obligated to make any inquiry as to whether

any amount deposited with it is the amount provided to be deposited under the

terms of the Trust and Plan.  The Trustee shall keep books of account which

shall show all receipts and disbursements and a complete record of the operation

of the Trust, and the Trustee shall at least annually and at such other times as

the Administrator shall so request render a report of the operation of this

Trust to the Participating Companies and the Administrator.  The Trustee shall

file with the Internal Revenue Service such returns and other information

concerning the Trust Fund as may be required of the Trustee by the Code and any

valid Regulations thereunder.  The Trustee shall not be obligated to pay any

interest on any funds which may come into its hands.  The Trustee is a party to

this Trust and Plan solely for the purposes set forth in this instrument and to

perform the acts herein set forth, and no obligation or duty shall be expected

or required of it except as expressly stated herein or in the Employee

Retirement Income Security Act of 1974 and any valid Regulations issued

thereunder by the Secretary of Labor or the Secretary of the Treasury.  The

Trustee may consult with counsel (who may or may not be counsel for a

Participating Company) selected by the Trustee concerning any question which may

arise with reference to its powers or duties under this Trust and Plan, and the

opinion of such counsel shall be full and complete authority and protection in

respect of any action taken, suffered or omitted by the Trustee in good faith

and in accordance with such opinion, provided due care is exercised in the

selection of such counsel.

          .2        The Trustee may resign from this Trust by mailing to the

Company a written notice of resignation addressed to the Company at the last

address of the Company on file with the Trustee, or by delivering such written

notice to the Company at such address.  The Company may remove the Trustee by

written notice of such removal mailed to the Trustee at the last address of the

Trustee on file with the Company, or by delivering such written notice to the

Trustee at such address.  Such resignation or removal shall take effect on the

date specified in the notice of resignation or removal, but not less than thirty

(30) days, nor more than sixty (60) days, following the date of mailing of such

notice or delivery of such notice if it be not mailed, unless the Company and

the Trustee agree that the resignation or removal be effective on some other

date.  Upon such resignation or removal, the Trustee shall be entitled to its

fees to the effective date of resignation or removal and any and all costs or

expenses paid or incurred by the Trustee in connection with this Trust and Plan.

In no event shall such resignation or removal terminate this Trust and Plan, but

the Company shall forthwith appoint a successor Trustee to carry out the terms

of this Trust and Plan, which successor Trustee shall be any individual, trust

company or bank selected by the Company.  In case of the resignation or removal

of the Trustee, the Trustee shall forthwith turn over to the successor Trustee

all assets in its possession, and copies of such records as may be necessary to

permit the successor Trustee to carry out its duties.

          .3        The expenses of administration of the Trust incurred by the

Trustee, including counsel fees and including Trustee's fees as such may from

time to time be agreed upon between the Company and the Trustee, shall be paid

in any one of the following manners as determined by the Company in its sole

discretion:

          (a)       the expenses may be paid directly by the Participating
               Companies to the Trustee; or

          (b)       the expenses may be paid out of the Trust Fund.  Fees and
               expenses of the Trustee which have not been paid will be a lien
               upon the Trust Fund.  In no event will any Trustee who is a full-
               time employee of a Participating Company or any affiliate receive
               compensation from the Trust and Plan, except for reimbursement of
               expenses properly and actually incurred.

          .4        Subject to Section 12.2 hereof, any segregation or

distribution of assets required under this Trust may be made in cash or in kind,

or partly in cash and partly in kind, according to the discretion of the

Trustee, but any such segregation or distribution shall be made on the basis of

the most recent valuation made pursuant to Article 8 or Article 16 hereof.

          .5        In the event that the Company shall have appointed more than

one individual, trust company or bank to act jointly as Trustee hereunder, any

action which this Trust and Plan authorizes or requires the Trustee to do shall

be done by action of the majority of the then acting co-trustees, or, in the

case of two such persons acting jointly as Trustee, by action of both such

trustees.  Such action may be taken at any meeting of the co-trustees then

acting, or by written authorization and affirmative consent without a meeting.

The co-trustees by written agreement among themselves, a copy of which shall be

filed with the Company and the Administrator, may allocate among themselves any

of the powers and duties of the Trustee under this Trust and Plan.  In such

event the co-trustee to whom a power or duty is allocated may take action with

respect thereto without the consent of any other co-trustee.  Any person, firm,

partnership or corporation may rely upon the written signatures of such number

of the co-trustees as are hereunder empowered to take action as the signature of

the Trustee hereunder.  Notwithstanding any other provision of this Trust and

Plan to the contrary, so long as at least one individual, trust company or bank

shall continue to act as Trustee hereunder, the Company shall not be under any

duty to appoint a successor to any co-trustee who shall resign or be removed.

          .6

3

                                   INVESTMENTS



          .1        In addition to the powers and duties conferred and imposed

upon the Trustee by the other provisions of this Trust and Plan, the Trustee

shall, subject to the limitations set forth in this Trust and Plan, have the

following powers and duties:

          (a)       To invest and reinvest the principal and income of the Trust
Fund and keep the same invested with the care, skill, prudence and diligence
under the circumstances then prevailing that a prudent man acting in a like
capacity and familiar with such matters would use in the conduct of an
enterprise of like character and with like aims, without distinction between
principal and income and without regard to any limitations, other than such
prudent man rule, prescribed by law or custom upon the investments of
fiduciaries, in each and every kind of property, whether real, personal or
mixed, tangible or intangible, and wherever situated, including but not limited
to annuity contracts of an insurance company on the life of any participant,
shares of any Regulated Investment Company, units of any common trust fund of
any bank or trust company now in existence or hereafter established, shares of
common, preference and preferred stock, put and call options, rights, options,
subscriptions, warrants, trust receipts, investment trust certificates,
mortgages, leases, bonds, notes, debentures, equipment or collateral trust
certificates and other corporate, individual or government obligations, whether
secured or unsecured; to invest and reinvest in and retain any stocks, bonds or
other securities of any corporate trustee serving hereunder, or any parent or
affiliate thereof; to invest in commodities and commodity contracts; to invest
and reinvest in any time or savings deposits of the Trustee or any parent or
affiliate thereof if such deposits bear a reasonable rate of interest or of any
bank, trust company, or savings and loan institution, which deposits may but
need not be guaranteed by the Federal Deposit Insurance Corporation or the
Federal Savings and Loan Insurance Corporation; and in addition to become a
general partner or limited partner in any partnership or limited partnership the
purposes of which are to invest or reinvest the partnership assets in any such
properties or deposits;

          (b)       To invest a portion or all of the Trust Fund in units of any
common or group trust created solely for the purpose of providing a satisfactory
diversification of investments for participating trusts; provided that such
common or group trust, (l) limits participation thereunder to pension and profit
sharing trusts which qualify under Section 501(a) of the Code, as amended, (2)
prohibits income and/or principal attributable to a participating trust from
being used for any purpose other than the exclusive benefit of the employees or
their beneficiaries of such participating trust, (3) prohibits assignment by a
participating trust of any part of such participating trust's equity or interest
in the common or group trust, (4) is created or organized in the United States
and is maintained at all times as a domestic trust in the United States; as long
as the Trustee holds such units hereunder, the instrument establishing such
common or group trust (including all amendments thereto) shall be deemed to have
been adopted and made a part of this Trust and Plan;

          (c)       Upon written direction of the Company, to invest or reinvest
all or a portion of the Trust Fund in qualifying employer securities or
qualifying employer real property as such terms are defined in Section 4975 of
the Code and Section 407(d) of the Employee Retirement Income Security Act of
1974, which investment may constitute not more than one hundred percent (100%)
of the fair market value of the assets of the Trust Fund, and to retain, or to
sell, exchange or otherwise dispose of any such securities or real property held
in this Trust Fund.  In the event of any such investment, the Trustee shall file
with the appropriate District Director of Internal Revenue such returns and
other information as shall be required from time to time by the Code and valid
regulations, rulings and procedures thereunder;

          (d)       To sell, convert, redeem, exchange, grant options for the
purchase or exchange of, or otherwise dispose of, any real or personal property,
at public or private sale, for cash or upon credit, with or without security,
without obligation on the part of any person dealing with the Trustee to see to
the application of the proceeds of or to inquire into the validity, expediency
or propriety of any such disposal;

          (e)       To manage, operate, repair, partition and improve and
mortgage or lease (with or without option to purchase) for any length of time
any real property held in the Trust Fund; to renew or extend any mortgage or
lease, upon any terms the Trustee may deem expedient; to agree to reduction of
the rate of interest on any mortgage note; to agree to any modification in the
terms of any lease or mortgage or of any guarantee pertaining to either of them;
to enforce any covenant or condition of any lease or mortgage or of any
guarantee pertaining to either of them or to waive any default in the
performance thereof; to exercise and enforce any right of foreclosure; to bid on
property on foreclosure; to take a deed in lieu of foreclosure with or without
paying consideration therefor and in, connection therewith to release the
obligation on the bond secured by the mortgage; and to exercise and enforce in
any action, suit or proceeding at law or in equity any rights or remedies in
respect of any lease or mortgage or of any guarantee pertaining to either of
them;

          (f)       To exercise, personally or by general or limited proxy, the
right to vote any shares of stock or other securities held in the Trust Fund; to
delegate discretionary voting power to trustees of a voting trust for any period
of time; and to exercise or sell, personally or by power of attorney, any
conversion or subscription or other rights appurtenant to any securities or
other property held in the Trust Fund;

          (g)       To join in or oppose any reorganization, recapitalization,
consolidation, merger or liquidation, or any plan therefor, or any lease (with
or without an option to purchase), mortgage or sale of the property of any
organization the securities of which are held in the Trust Fund; to pay from the
Trust Fund any assessments, charges or compensation specified in any plan of
reorganization, recapitalization, consolidation, merger or liquidation, to
deposit any property with any committee or depositary; and to retain any
property allotted to the Trust Fund in any reorganization, recapitalization,
consolidation, merger or liquidation;

          (h)       To borrow money from any lender (including the Trustee
hereunder, where applicable in its capacity as a banking corporation when
permitted to do so by the applicable laws and regulations then in effect) in any
amount and upon such terms and conditions and for such purposes as the Trustee
shall deem necessary; for any money so borrowed the Trustee may issue its
promissory note as Trustee and to secure the repayment of any such loan, with
interest, may pledge or mortgage all or any part of the Trust Fund, and no
person loaning money to the Trustee shall be obligated to see to the application
of the money loaned or to inquire into the validity, expediency or propriety of
any such borrowing;

          (i)       To compromise, settle or arbitrate any claim, debt or
obligation of or against the Trust Fund; to enforce or abstain from enforcing
any right, claim, debt or obligation; and to abandon any property determined by
it to be worthless;

          (j)       To continue to hold any property of the Trust Fund whether
or not productive of income; to reserve from investment and keep unproductive of
income, without liability for interest, such cash as it deems advisable or, in
its discretion, to hold the same, without limitation on duration, on deposit in
the commercial department or in an interest-bearing account in the savings
department of any bank, trust company, or savings and loan institution
(including the Trustee where applicable in its capacity as a banking
corporation) in which deposits are guaranteed by the Federal Deposit Insurance
Corporation or the Federal Savings and Loan Insurance Corporation;

          (k)       To hold property of the Trust Fund in its own name or in the
name of a nominee, without disclosure of this Trust, or in bearer form so that
it will pass by delivery, but no such holding shall relieve the Trustee of its
responsibility for the safe custody and disposition of the Trust Fund in
accordance with the provisions of this Trust and Plan, and the Trustee's records
shall at all times show that such property is part of the Trust Fund;

          (l)       To make, execute and deliver, as Trustee, any deeds,
conveyances, leases (with or without option to purchase), mortgages, options,
contracts, waiver or other instruments that the Trustee shall deem necessary or
desirable in the exercise of its powers under this Trust;

          (m)       To employ, at the expense of the Trust Fund, agents who are
not regular employees of the Trustee, and to delegate in writing to them and
authorize them to exercise such powers and perform such duties required of the
Trustee hereunder without limitation as the Trustee may determine in its
uncontrolled discretion; the Trustee shall not be responsible for any loss
occasioned by any such agents selected by it with reasonable care;

          (n)       To pay out of the Trust Fund all taxes imposed or levied
with respect to the Trust Fund and in its discretion to contest the validity or
amount of any tax, assessment, penalty, claim or demand respecting the Trust
Fund; however, unless the Trustee shall have first been indemnified to its
satisfaction or arrangements satisfactory to it shall have been made for the
payment of all costs and expenses, it shall not be required to contest the
validity of any tax, or to institute, maintain or defend against any other
action or proceeding either at law or in equity;

          (o)       Except as otherwise provided in this Trust and Plan, to do
all acts, execute all instruments, take all proceedings and exercise all rights
and privileges with relation to any assets constituting a part of the Trust
Fund, which it may deem necessary or advisable to carry out the purposes of this
Trust and Plan;

          (p)       During the minority or incapacity of any participant, former
participant or beneficiary under this Trust and Plan, to make payment to such
participant, former participant or beneficiary or to an appropriate member, as
determined by the Administrator, of such participant's, former participant's or
beneficiary's family for the care, maintenance and support of such participant,
former participant or beneficiary in such amounts and at such times as the
Administrator may determine, and the receipt of such minor or incapacitated
person or member of such minor's or incapacitated person's family to whom
payment has been made shall be a full discharge and acquittance to the Trustee
for the amount so paid; and

          (q)       Upon direction by the Administrator, to purchase contracts
of life insurance on the lives of key persons whose death might affect adversely
the earnings of a Participating Company.  Any such contracts shall be owned by
the Trustee and any and all benefits, including any amounts payable upon the
death of the person insured shall be payable to the Trustee and considered as an
investment for the benefit of the Trust as a whole.

          .2        Notwithstanding any other provisions of this Trust and Plan,

the Company may appoint, from time to time, one or more:

          (a)       banks, as defined in the Investment Advisers Act of 1940;

          (b)       persons registered as investment advisers under said Act; or

          (c)       insurance companies qualified to perform investment advisory
               services under the laws of more than one state;

     to act as the Investment Manager of all or such portions of the Trust Fund

as the Company in its sole discretion shall direct without regard to whether the

accounts have been segregated for investment purposes pursuant to Article 16

hereof.  In order to serve as Investment Manager, any such bank, person or

insurance company must state in writing to the Company and the Trustee that it

meets the requirements set forth in this Section 15.2 to be an Investment

Manager and that it acknowledges that it shall be a fiduciary with respect to

this Trust and Plan during all periods that it shall serve as such.  During any

period that an Investment Manager has been appointed with respect to the Trust

Fund or a portion thereof, it shall have such powers and authority with respect

to the management, acquisition or disposition of any asset of the Trust Fund or

such portion thereof as shall be set forth in the investment management

agreement between the Company and the Investment Manager, and, to the extent of

the Investment Manager's powers and authority, the Trustee shall have no duties

or obligations with respect to the investment, management, acquisition or

disposition of such assets.  The Company may, at any time, remove any Investment

Manager or change the portion of the Trust Fund subject to its management by

written notice to the Trustee and the Investment Manager.  Any Investment

Manager may resign by written notice to the Company and the Trustee.  Unless the

Company appoints a successor to an Investment Manager which has resigned or been

removed, or which is no longer managing a portion of the Trust Fund, the powers,

duties and obligations of the Trustee with respect to the portion of the Trust

Fund formerly managed by the Investment Manager shall be automatically restored.

          .3        All income from investments and reinvestments made as

provided in this Article 15 shall be treated as principal, and investments and

reinvestments shall be made without distinction between income and principal.

          .4        In no case shall the Trustee enter into or engage in any

transaction which is defined as a prohibited transaction by Section 4975 of the

Code, or by Section 406 of the Employee Retirement Income Security Act of 1974,

except to the extent any such transaction is permitted under another provision

of said United States Code or under a valid regulation or exemption promulgated

by a responsible agency of the Federal government.

          .5

4

                     SEGREGATION OF ACCOUNTS OF PARTICIPANTS



          .1        The Company may, in its sole discretion, from time to time,

direct that some or all of the accounts of similarly situated participants and

beneficiaries be segregated for investment purposes and that such persons be

permitted to direct the investment of such accounts in such media, whether

limited or unlimited, as shall be designated by the Company, from time to time,

subject to the limitations of Section 16.2 hereof.  Any direction of the Company

pursuant to this Section 16.1 shall apply to all similarly situated participants

and beneficiaries in a uniform and non-discriminatory manner.  In the event the

Company directs that the accounts be segregated for investment purposes, the

Company shall give at least ten (10) days notice to participants, beneficiaries

and the Trustee of such fact.

          .2        All segregated accounts of each participant and beneficiary,

shall be invested in such media, whether limited or unlimited, as shall be

designated by the Company, from time to time, as per the instructions of such

participant or beneficiary, and pursuant to uniform rules and procedures

promulgated by the Company.  All such directions shall be deemed to be

continuing directions until they shall have been revoked or changed.  A

participant or beneficiary may revoke or change his direction of investment at

such uniform times as shall be prescribed by the Administrator and in accordance

with such uniform rules and procedures promulgated by the Administrator.  To the

extent any participant or beneficiary fails to give investment directions to the

Trustee, amounts credited to his accounts shall be invested in such media as the

Trustee shall direct.

          .3        On the day immediately prior to the date the accounts become

segregated for investment purposes pursuant to Section 16.1 hereof, the Trustee

shall, in accordance with the provisions of Article 8 hereof, value the assets

of the trust fund and adjust the accounts to reflect each such account's

allocable portion of any change in the value of the assets of the Trust which

has occurred since the most recent prior adjustment of said accounts, in

accordance with the provisions of the Trust and Plan as it exists as of such

day.

          .4        Each segregated account shall be valued and adjusted by the

Trustee pursuant to uniform rules and procedures promulgated by the

Administrator and approved by the Trustee, and which are similar to the rules

and procedures for valuing assets and adjusting unsegregated accounts as

described in Article 8 hereof as of each allocation date, each other date upon

which a distribution, withdrawal or loan is made from such account, and the date

immediately prior to the date the accounts cease to be segregated for investment

purposes pursuant to Section 16.5 hereof.  The Trustee shall use the fair market

values of securities or other assets in determining the value of the assets of

an account.  Such account shall be adjusted as of such date to reflect the

income received or accrued, realized, and unrealized profits and losses,

expenses, payments to a participant or beneficiary and all other transactions of

the period since the last valuation date.  It is intended that this Section 16.4

operate to adjust each segregated account in the trust to reflect all income

attributable to the account and changes in the value of the account's assets, as

the case may be, as of any allocation date.

          .5        Upon ten (10) days written notice to the Trustee and the

affected participants and beneficiaries, the Company may direct that the

segregated accounts shall cease to be segregated effective as of a date

specified by the Company.  As of the date immediately preceding the date as of

which the accounts shall cease to be segregated, the Trustee shall value the

assets of the accounts pursuant to Section 16.4 hereof and credit or debit such

accounts with any gain or loss in the value of the assets of said accounts since

the most recent prior valuation date.  Upon completion of said valuation and

adjustment of accounts, the accounts shall cease to have specific assets

allocated to them and shall thereafter be adjusted as provided in Article 8

hereof.

          .6

5

                                 ADMINISTRATION



          .1        The Board of Directors of the Company shall appoint the

Administrator which shall be any person or entity, including the Company or any

Participating Company.  Said Board of Directors shall notify the Trustee of the

identity of the Administrator and of any change in the Administrator.  Except as

expressly set forth herein with respect to the duties and responsibilities of

the Trustee, the Employee Benefits Committee, the Investment Manager or the

Company, the Administrator shall administer the Trust and Plan and shall have

all powers and duties granted or imposed on an "administrator" by the Employee

Retirement Income Security Act of 1974.  The Administrator shall determine any

and all questions of fact, resolve all questions of interpretation of this

instrument which may arise under any of the provisions of this Trust and Plan as

to which no other provision for determination is made hereunder, and exercise

all other powers and discretions necessary to be exercised under the terms of

this Trust and Plan which it is herein given or for which no contrary provision

is made.  Subject to the provisions of Section 17.6, the Administrator's

decision with respect to any matter shall be final and binding upon the Trustee

and all other parties concerned, and neither the Administrator nor any of its

directors, officers or employees, if applicable, shall be liable in that regard

except for gross abuse of the discretion given it and them under the terms of

this Trust and Plan.  All determinations of the Administrator shall be made in a

uniform, consistent and non-discriminatory manner with respect to all

participants and beneficiaries in similar circumstances.  The Administrator may,

from time to time, designate one or more persons or agents to carry out any or

all of its duties hereunder.

          .2        If any participant, any beneficiary, or the authorized

representative of a participant or beneficiary shall file an application for

benefits hereunder and such application is denied, in whole or in part, he shall

be notified in writing of the specific reason or reasons for such denial unless

the granting or denial of the application is in the sole discretion of the

Administrator in which event the notice to the applicant shall state that the

Administrator has denied the application pursuant to the exercise of its

discretionary powers under the Trust and Plan.  The notice shall also set forth

the specific plan provisions upon which the denial is based, an explanation of

the provisions of Section 17.6 hereof, and any other information deemed

necessary or advisable by the Administrator.

          .3        The Board of Directors of the Company shall appoint the

members of an Employee Benefits Committee which shall consist of three (3) or

more members.  The members of the Committee shall remain in office at the will

of the Board of Directors and the Board of Directors may from time to time

remove any of said members with or without cause.  A member of the Committee may

resign upon written notice to the remaining member or members of the Committee

and to the Company respectively.  The fact that a person is a participant or a

former participant or a prospective participant shall not disqualify him from

acting as a member of the Committee.  In case of the death, resignation or

removal of any member of the Committee, the remaining members shall act until a

successor-member shall be appointed by the Board of Directors of the Company.

The Secretary of the Company shall notify the Trustee and the Administrator in

writing of the names of the original members of the Committee, of any and all

changes in the membership of the Committee, of the member designated as

Chairman, and the member designated as Secretary, and of any changes in either

office.  Until notified of a change, the Trustee and the Administrator shall be

protected in assuming that there has been no change in the membership of the

Committee or the designation of Chairman or of Secretary since the last

notification was filed with it.  The Trustee and the Administrator shall be

under no obligation at any time to inquire into the membership of the Committee

or its officers.  All communications to the Committee shall be addressed to its

Secretary at the address of the Company on file with the Trustee.

          .4        On all matters and questions the decision of a majority of

the members of the Committee shall govern and control; but a meeting need not be

called or held to make any decision.  The Committee shall appoint one of its

members to act as its Chairman and another member to act as Secretary.  The

terms of office of these members shall be determined by the Committee, and the

Secretary and/or Chairman may be removed by the other members of the Committee

for any reason which such other members may deem just and proper.  The Secretary

shall do all things directed by the Committee.  Although the Committee shall act

by decision of a majority of its members as above provided, nevertheless in the

absence of written notice to the contrary, every person may deal with the

Secretary and consider his acts as having been authorized by the Committee.  Any

notice served or demand made on the Secretary shall be deemed to have been

served or made upon the Committee.

          .5        No member of the Committee shall be disqualified from acting

on any question because of his interest therein.  No fee or compensation shall

be paid to any member of the Committee for his services as such, but the

Committee shall be reimbursed for its expenses by the Participating Companies.

The Committee and the Administrator may hire such attorneys, accountants,

actuaries, agents, clerks, and secretaries as it may deem desirable in the

performance of its functions, and the expense associated with the hiring or

retention of any such person or persons shall be paid directly by the

Participating Companies.

          .6        Any participant, any beneficiary, or any authorized

representative of a participant or beneficiary whose application for benefits

hereunder has been denied, in whole or in part, by the Administrator may upon

written notice to the Committee request a review by the Committee of such denial

of his application.  Such review may be made by written briefs submitted by the

applicant and the Administrator or at a hearing, or by both as shall be deemed

necessary by the applicant.  The Committee may, in its sole discretion, appoint

an appeal examiner to conduct such review.  Any appeal examiner shall be an

officer of the Participating Company or affiliate which employs or most recently

employed the applicant.  Any hearing conducted by an appeal examiner shall be

held in such location as shall be reasonably convenient to the applicant.  Any

hearing conducted by the Committee shall be held in the corporate headquarters

of the Company, unless the Committee shall specify otherwise.  The date and time

of any such hearing shall be designated by the Committee or the appeal examiner

upon not less than seven (7) days notice to the applicant and the Administrator

unless both of them accept shorter notice.  The Committee or the appeal examiner

shall make every effort to schedule the hearing on a day and at a time which is

convenient to both the applicant and the Administrator.  The Committee may, in

its sole discretion, establish such rules of procedure as it may deem necessary

or advisable for the conduct of any such review or of any such hearing.  After

the review has been completed, the Committee or the appeal examiner shall render

a decision in writing, a copy of which shall be sent to both the applicant and

the Administrator.  Such decision shall set forth the specific reasons for the

decision and the specific provisions of the Trust and Plan upon which the

decision is based and, if the decision is made by an appeal examiner, the rights

of the applicant or the Administrator to request a review by the entire

Committee of the decision of the appeal examiner.  Either the applicant or the

Administrator may request a review of an adverse decision of the appeal examiner

by filing a written request with the Committee within thirty (30) days after

receipt of a copy of the appeal examiner's decision.  Any such request shall

specify whether the review is to be based solely upon the written record or also

upon a hearing before the Committee.  The review of a decision of the appeal

examiner shall be conducted by the Committee in accordance with the procedures

of this Section 17.6.  There shall be no further appeal from a decision rendered

by the Committee.

          .7        The interpretations, determinations and decisions of the

Administrator, or an appeal examiner, or the Committee shall, except to the

extent provided in Section 17.6 above, be final and binding upon all persons

with respect to any right, benefit or privilege hereunder.  The review

procedures of Section 17.6 above shall be the sole and exclusive remedy and

shall be in lieu of all actions at law or in equity, whether pursuant to

arbitration or otherwise, except as otherwise provided in the Employee

Retirement Income Security Act of 1974.

          .8        Neither the Committee nor any of its members nor any appeal

examiner shall be liable for any act taken by the Committee or the appeal

examiner pursuant to any provision of this Trust and Plan except for gross abuse

of the discretion given the Committee, or the member, or the appeal examiner

hereunder.  No member of the Committee shall be liable for the act of any other

member.

          .9        Except as otherwise provided in ERISA, the Administrator,

Committee, Board of Directors of the Company, Trustee (other than a corporate

Trustee), and their respective officers, employees, members and agents shall

incur no personal liability of any nature whatsoever in connection with any act

done or omitted to be done in the administration of the Plan or its related

Trust.  The Company shall indemnify, defend, and hold harmless the

Administrator, Committee, Board of Directors of the Company, Trustee (other than

a corporate Trustee), and their respective officers, employees, members and

agents, for all acts taken or omitted in carrying out their responsibilities

under the terms of the Plan and its related Trust or other responsibilities

imposed upon such persons by ERISA.  The Company shall indemnify such persons

for expenses of defending an action by a participant, beneficiary, government

entity, or other persons, including all legal fees and other costs of such

defense.  The Company will also reimburse such a person for any monetary

recovery in a successful action against such person in any federal or state

court or arbitration.  In addition, if the claim is settled out of court with

the concurrence of the Company, the Company shall indemnify such person for any

monetary liability under said settlement.  This indemnification for all acts or

omissions is intentionally broad, but shall not provide indemnification for

embezzlement or diversion of Trust funds for the benefit of any such persons,

nor shall it provide indemnification for excise taxes imposed under Section 4975

of the Code and for any corporate Trustee.

          .10

6

                         PROHIBITION AGAINST ALIENATION



          .1        Unless the context otherwise indicates, the following terms

used herein shall have the following meanings whenever used in this Article 18:

         (a)   The words "domestic relations order" shall mean, with respect to
               any participant, any judgment, decree or order (including
               approval of a property settlement agreement) which both:

               (i)       related to the provision of child support, alimony
                    payments or marital property rights to a spouse, former
                    spouse, child or other dependent of the participant; and

              (ii)       is made pursuant to a State domestic relations law
                    (including a community property law).

         (b)   The words "qualified domestic relations order" shall mean a
               domestic relations order which satisfies the requirements of
               Section 414(p)(1)(A) of the Internal Revenue Code.

          .2        Except as otherwise provided in this Article 18, neither any

property nor any interest in any property held for the benefit of any

participant or beneficiary shall be alienated, disposed of or in any manner

encumbered, voluntarily, involuntarily or by operation of law, while in the

possession or control of the Trustee except by an act of the Trustee or the

participant or beneficiary specifically authorized hereunder.

          .3        Section 18.2 hereof shall not apply to the creation,

assignment or recognition of a right to any benefit under this Trust and Plan

pursuant to a qualified domestic relations order and shall not apply to the

payment of any benefits to an alternate payee pursuant to such an order.

          .4        In the event this Trust and Plan is served with a domestic

relations order, the Administrator shall promptly notify the participant and any

alternate payee to whom such order relates of the receipt of such order and this

Trust and Plan's procedures for determining whether such order is a qualified

domestic relations order.  Within a reasonable time after receipt of such

domestic relations order, the Administrator shall determine whether such order

is a qualified domestic relations order and shall notify the participant and

each concerned alternate payee of its determination.  During any period in which

the issue of whether a domestic relations order is a qualified domestic

relations order is being determined, the Administrator shall direct the Trustee

to credit the amounts which would have been payable to an alternate payee during

such period if the order had been determined to be a qualified domestic

relations order during such period to a segregated account under this Trust and

Plan and to debit such amounts from the appropriate accounts of the participant.

Notwithstanding anything in the Plan to the contrary, a "segregated account"

established pursuant to this Section 18.4 shall be treated as an unsegregated

account and invested by the Trustee pursuant to Article 14.  If the domestic

relations order is determined to be a qualified domestic relations order within

eighteen (18) months after this Trust and Plan is served with such domestic

relations order, the Administrator shall hold and dispose of the amounts

credited to the segregated account in accordance with the terms of the qualified

domestic relations order.  If it is determined within eighteen (18) months after

this Trust and Plan is served with such domestic relations order that either:

          (a)       such domestic relations order is not a qualified domestic
               relations order; or

          (b)       the issue with respect to whether such domestic relations
               order is a qualified domestic relations order is not resolved;

     the Administrator shall transfer the amounts credited to the segregated

account to the appropriate accounts maintained for the benefit of the person who

would have been entitled to such amounts if this Trust and Plan had never been

served with such domestic relations order.  If eighteen (18) months have elapsed

since this Trust and Plan was served with such domestic relations order and such

order is subsequently determined to be a qualified domestic relations order,

such order shall only be applied prospectively.

          .5        Any alternate payee who is entitled to receive amounts from

this Trust and Plan pursuant to a qualified domestic relations order shall, to

the extent of his interest under this Trust and Plan and except as otherwise

provided in such qualified domestic relations order, have the same rights as a

beneficiary of a participant under this Trust and Plan.  Notwithstanding

anything in this Section 18.5 to the contrary, an alternate payee may receive a

distribution of the amount specified under a qualified domestic relations order

prior to the participant attaining his "earliest retirement age" (as defined by

Internal Revenue Code Section 414(p)(4)(B)).

          .6

7

                            AMENDMENT AND TERMINATION



          .1        This Trust and Plan may be modified, altered, amended,

changed or terminated by the Company with respect to all or any of the

Participating Companies at any time or from time to time without the consent of

any Participating Company but no rights of participants or beneficiaries

receiving benefits under this Trust and Plan and no other vested rights under

this Trust and Plan shall in any way be modified except that such rights may be

modified if such a modification is necessary to establish or to continue the

qualified status of this Trust and Plan under the terms of Section 401 of the

Code or its successor section.  This Trust and Plan may be modified and amended

retroactively, if necessary, to secure exemption effective as of January 1, 1995

or any other date specified herein under Section 401 of the Code, or for any

other lawful reason.  No amendment shall be binding on the Trustee until the

receipt of such amendment by the Trustee.

          .2        Upon termination of this Trust and Plan with respect to any

Participating Company, the Trustee shall value all assets of the trust fund and

adjust the accounts of participants.  Any accrued expenses and fees of the

Trustee and any expenses and fees relating to such termination incurred or to be

incurred by the Trustee shall be equitably allocated among and charged to the

then existing accounts of participants who are affected by such termination

unless directly paid by the Participating Companies to the Trustee.  If the

accounts have not been segregated for investment purposes pursuant to Article 16

hereof, the assets of the Trust shall be valued and the accounts adjusted in

accordance with Article 8 hereof.  If the accounts have been segregated for

investment purposes pursuant to Article 16 hereof, the accounts shall be valued

pursuant to Section 16.4 hereof.

          .3        The amounts credited to any affected participant's accounts

may either (a) in accordance with the provisions of Article 12 hereof, be

distributed immediately to the participant if he is living on the date of

termination or, if he shall have died before distribution, to his designated

beneficiary, or (b) continue to be held in trust and distributed upon the

participant's termination of employment as is provided in this Trust and Plan;

provided, however, that no distribution of amounts contributed by a participant

to his cash option account shall occur if a Participating Company establishes or

maintains a successor plan.  A successor plan shall mean a defined contribution

plan, other than an employee stock ownership plan or a simplified employee

pension plan maintained by a Participating Company.  A plan shall not be

successor plan if less than two percent of the participants in this Plan

(determined as of the date of termination) were eligible to participate under

the successor plan at any time during the 24 month period beginning 12 months

before the time of termination.

          .4        Upon the partial termination of this Trust and Plan or upon

complete discontinuance of contributions to this Trust and Plan, all amounts

credited at the time of such partial termination or complete discontinuance to

the accounts of participants affected by such partial termination or complete

discontinuance shall be fully vested and nonforfeitable.  However, after any

such partial termination or complete discontinuance of contributions the Trustee

shall continue to administer this Trust and Plan in the manner in which this

Trust and Plan was administered before any such partial termination and a

participant shall only be entitled to receive distribution of his accounts upon

the occurrence of an event which under the terms of this Trust and Plan would

entitle him to such a distribution.  For purposes of this Section 19.4, no event

shall be a "partial termination" unless:  (i) the Company has so designated such

event in a writing delivered to the Trustee; or (ii) such event has been finally

and expressly determined to be a partial termination within the meaning of

Section 411(d) of the Code of 1986, as amended, in an administrative or judicial

proceeding to which both the Company and the Commissioner of Internal Revenue or

his delegate were parties.

          .5

8

                             PARTICIPATING COMPANIES



          .1        Any subsidiary which has the same taxable year as the

Company shall become a Participating Company in this Trust and Plan by order of

the Board of Directors of the Company and the ratification of the subsidiary's

Board of Directors.  Each Participating Company (including the Company) and its

Adoption Date shall be noted on Exhibit A attached hereto.

          .2        Upon order of its Board of Directors, a Participating

Company may terminate this Trust and Plan with respect to participants employed

by said Participating Company by an instrument in writing executed by the

appropriate officers of the Participating Company and delivered to the Company

and the Trustee.  The Trustee shall thereupon make distributions of the accounts

of participants employed by said Participating Company as provided in Section

19.3 hereof.

          .3

9

              TRANSFERS INVOLVING OTHER QUALIFIED RETIREMENT PLANS



          .1        Transfers From Another Qualified Retirement Plan.  In the

event that:

         (a)   any Covered Employee who shall be or shall have been a
               participant under another qualified retirement plan which
               satisfies the requirements of Section 401 of the Code; and

         (b)   either

               (i)       the custodian or trustee of the assets held pursuant to
                    said plan on behalf of said Covered Employee; or

              (ii)       the custodian or trustee of the assets of an individual
                    retirement account established pursuant to Section 408 of
                    the Code to hold the assets distributed to said employee
                    from said plan; or

             (iii)       a Covered Employee who holds assets distributed to him
                    during the preceding sixty (60) days from such plan or from
                    an individual retirement account described in paragraph (ii)
                    above;

               shall agree to transfer said assets to the Trustee hereunder; and

         (a)   the assets to be so transferred shall not be made available to
               said Covered Employee in the course of the transfer except to the
               extent permitted by paragraph (b)(iii) above; and

         (d)   the Administrator consents to such transfer.

the Trustee hereunder shall accept such transferred assets and hold and

administer them pursuant to the terms and provisions of this Trust and Plan and

this Article 21.  Upon the receipt of said assets the Trustee shall value them

and credit the fair market value of such assets to the appropriate accounts of

the Covered Employee on whose behalf the assets were so transferred, as the

Administrator shall direct.  In no event shall any assets be transferred from

another qualified retirement plan to this Trust and Plan if the transfer of such

assets would require that the provisions of this Trust and Plan governing

distributions be amended to comply with the provisions of Section 401(a)(11) or

411(d)(6) of the Code.

          .1        Transfers To Another Qualified Retirement Plan.  In the

event that:

         (a)   any participant hereunder shall terminate his employment and
               subsequently become a participant under the qualified retirement
               plan of another employer, which plan meets the requirements of
               Section 401 of the Code; and

         (b)   said former participant shall have amounts credited to an account
               held for him hereunder which shall not have been distributed to
               the former participant and which are distributable to him
               pursuant to terms of the Trust and Plan; and

         (c)   such participant shall request that the assets of the trust fund
               representing the amounts credited to his accounts be transferred
               to said successor plan; and

         (d)   either

               (i)       the custodian or trustee of the assets held pursuant to
                    said successor plan shall apply to the Trustee hereunder for
                    transfer to it of assets held pursuant to this Trust and
                    Plan representing said former participant's account; or

              (ii)       said successor plan shall provide for the receipt of
                    assets transferred to it from other qualified retirement
                    plans; and

         (e)   the assets to be transferred shall not be made available to said
               participant in the course of the transfer except to the extent
               permitted by Section 402(c)(3) of the Code;

     the Trustee hereunder shall transfer to the trustee or custodian of said

successor plan assets of the trust representing the amount credited to the

participant's account on the date of transfer.  Said transfer shall not be made

until the Administrator is assured to its full satisfaction that the

participant's interest to be transferred shall be fully vested and

nonforfeitable under the terms of the successor plan, and that said interest

shall neither be alienable nor otherwise subject to disposition or encumbrance

by the participant, except pursuant to a qualified domestic relations order.



2

                         LIMITATION ON ANNUAL ADDITIONS



          .1        Notwithstanding anything contained in this Trust and Plan to

the contrary, in no event shall the annual additions to a participant's accounts

for any plan year exceed the maximum amount allowable as an annual addition

under Section 415 of the Code and lawful regulations promulgated thereunder.

For purposes of this Section 22.1, the words "annual additions" shall mean for a

participant, for any plan year, the sum of the amounts contributed by the

Participating Companies to the Trustee pursuant to a participant's election

under Section 4.1 hereof and employer contribution account under Article 5

hereof, plus all other amounts credited to the participant's accounts under any

other defined contribution plan maintained by any Participating Company.

          .2        In the event that the limitations contained in Section 22.1

hereof otherwise would be exceeded for a participant, the annual benefits and

annual additions on behalf of such participant under this Trust and Plan and all

other plans of a Participating Company or any affiliate which meet the

requirements of Section 401(a) of the Code shall be reduced in the following

order so that such limitations shall be satisfied:

          (a)       first, the participant's voluntary employee contributions
               shall be reduced;

          (b)       second, the excess of the participant's projected employer
               funded annual benefit under any defined benefit pension plan of a
               Participating Company or affiliate over the participant's accrued
               employer funded annual benefit under such plan shall be reduced;

          (c)       third, employer contributions on behalf of the participant
               pursuant to the participant's 401(k) election under any cash or
               deferred arrangement described in Section 401(k) of the Code
               shall be reduced;

          (d)       fourth, employer contributions under any other defined
               contribution plan of a Participating Company or affiliate shall
               be reduced;

          (e)       fifth, employer contributions under this Trust and Plan
               shall be reduced; and

          (f)       sixth, accrued employer funded annual benefits under any
               defined benefit plan of a Participating Company or affiliate
               shall be reduced.

If there is more than one plan maintained by a Participating Company or

affiliate in a category described above, the reduction shall be made within a

relevant category on a plan by plan basis in reverse order of the plans'

respective effective dates.  In lieu of the foregoing, the Administrator and the

participant may agree to an alternative order for reduction of the participant's

annual benefits and annual additions.

          In the event that, after the application of the preceding paragraph of

this Trust and Plan, there still remain amounts which arise as a result of a

reasonable error in estimating a participant's compensation, a reasonable error

in determining the amount of deferrals made pursuant to Section 4.1 that may be

made under the limits of Section 415, the allocation of forfeitures or other

limited facts and circumstances which the Commissioner of Internal Revenue finds

justify the availability of the rules set forth in this Section 22.2 and which,

if allocated to a participant, would be in excess of the limits on annual

additions set forth in Section 22.1, such excess amounts shall be used as of the

next allocation date and any succeeding allocation dates, as necessary, to

reduce the Participating Company contributions which would otherwise be made for

such participant for the plan years ending on such allocation dates.  In the

event such participant is not employed by a Participating Company on the next

allocation date or on any succeeding allocation date on which excess amounts

still remain, such excess amounts shall be used as of such allocation date and

on any succeeding allocation date to reduce the Participating Company

contributions for all participants who are then entitled to allocations.

          Until any excess amounts described above are used to reduce

Participating Company contributions, they shall be held in a suspense account.

Such suspense account shall not be subject to the periodic valuation procedure

described in Article 8 or Article 16 hereof and will in no event be adjusted to

take account of the income and/or gains or losses of the Trust Fund.

Notwithstanding any other provisions of the Trust and Plan to the contrary in

the event the Trust and Plan is terminated at a time when there is an amount

credited to a suspense account pursuant to this Section 22.2, such amount shall

be returned to the Participating Companies on a pro rata basis.

          Notwithstanding anything in this Section 22.2 to the contrary, to the

extent all or a portion of a participant's deferrals made pursuant to Section

4.1 constitutes an excess amount, such deferral shall be returned to the

participant.

4

                              TOP-HEAVY PROVISIONS



          .1        During any plan year that this Trust and Plan is top-heavy

as determined in accordance with Section 23.2 hereof, the special restrictions

contained in Sections 23.3 and 23.4 hereof shall apply.

          .2        This Trust and Plan shall be considered to be top-heavy in

any plan year if, as of the determination date for such plan year, all the

aggregation groups of which this Trust and Plan is a member are top-heavy

groups.  In the event that in any plan year this Trust and Plan is a member of

an aggregation group which is not a top-heavy group, this Trust and Plan shall

not be considered to be top-heavy for such plan year.

               Unless the context otherwise indicates, the following terms used

herein shall have the following meanings whenever used in this Article 23:

         (a)   "determination date" shall mean, for any plan year, the last day
               of the preceding plan year;

         (b)   "key employee" shall mean a "key employee" as described in
               Section 416(i) of the Code which is hereby incorporated by
               reference and which is described for informational purposes
               herein as any employee or former employee of a Participating
               Company or an affiliate who at any time during the plan year, or
               the four (4) preceding plan years is:

               (i)       an officer of a Participating Company or an affiliate
                    having compensation from the Participating Companies and all
                    affiliates for the plan year of determination greater than
                    Forty-Five Thousand Dollars ($45,000) or, if greater, one
                    hundred fifty percent (150%) of the amount specified in
                    Section 415(c)(1)(A) of the Code (plus any increase for
                    cost-of-living as determined from time to time pursuant to
                    regulations issued by the Secretary of the Treasury or his
                    delegate pursuant to Section 415(d) of the Code);

              (ii)       a one-half of one percent (.5%) actual or constructive
                    owner of a Participating Company or an affiliate who owns
                    one of the ten (10) largest interests in a Participating
                    Company or an affiliate and who is an employee of a
                    Participating Company or an affiliate having compensation
                    from a Participating Company and all affiliates for the plan
                    year of determination greater than Thirty Thousand Dollars
                    ($30,000) or, if greater, the amount specified in Section
                    415(c)(1)(A) of the Code (plus any increase for cost-of-
                    living as determined from time to time pursuant to
                    regulations issued by the Secretary of the Treasury or his
                    delegate pursuant to Section 415(d) of the Code);

             (iii)       a five percent (5%) actual or constructive owner of a
                    Participating Company or an affiliate; or

              (iv)       a one percent (1%) actual or constructive owner of a
                    Participating Company or an affiliate having compensation
                    from a Participating Company and all affiliates for the plan
                    year of determination greater than One Hundred Fifty
                    Thousand Dollars ($150,000.00);

               provided that any such employee also performed services for a
               Participating Company or an affiliate during the five (5) plan
               year period ending on the determination date; and provided that
               an amount held for the beneficiary of a key employee who is
               deceased shall be deemed to be an amount held for a key employee;

         (a)   "non-key employee" shall mean any employee of a Participating
               Company or an affiliate who is not a key employee including any
               employee who was formerly a key employee;

         (b)   "permissive aggregation group" shall mean the required
               aggregation group plus each pension, profit sharing and stock
               bonus plan of a Participating Company or any affiliate, including
               each such terminated plan maintained by a Participating Company
               or an affiliate during the five (5) year period ending on the
               determination date, which, when considered as a group with the
               required aggregation group, would continue to comply with
               Sections 401(a)(4) and 410 of the Code;

         (c)   "required aggregation group" shall mean each pension, profit
               sharing and stock bonus plan of a Participating Company or any
               affiliate, including each such terminated plan maintained by a
               Participating Company or an affiliate during the five (5) year
               period ending on the determination date, in which a key employee
               is a participant and each other pension, profit sharing and stock
               bonus plan which enables such plans to meet the requirements of
               Section 401(a)(4) or 410 of the Code including such a plan
               terminated within the five (5) year period ending on the
               determination date to the extent required by law;

         (d)   "top-heavy group" shall mean any aggregation group if the sum, as
               of the determination date, of:

               (i)       the present value of the cumulative accrued benefits
                    for key employees under all defined benefit plans included
                    in such group; and

              (ii)       the aggregate of the account balances of key employees
                    under all defined contribution plans included in such group;

               exceeds sixty percent (60%) of a similar sum determined for all
               participants, former participants and beneficiaries permitted to
               be taken into account pursuant to Section 416(g) of the Code,
               with such values being determined for each plan as of the most
               recent valuation date occurring within the twelve (12) month
               period ending on the determination date and subject to
               appropriate adjustments under said Section 416(g) and lawful
               regulations issued thereunder.

               For purposes of this subsection (f), however, the accrued
               benefits and account balances of any individual who has not
               performed services for a Participating Company at any time during
               the five-year period ending on the determination date shall be
               disregarded; and

         (e)   "valuation date" means:

               (i)       in the case of a defined contribution plan, a date as
                    of which account balances are valued,

              (ii)       in the case of a defined benefit plan, a date as of
                    which liabilities and assets are valued for computing plan
                    costs for purposes of determining the plan's minimum funding
                    requirements under Section 412 of the Code.

               In making any of the aforementioned determinations, contributions

due but unpaid as of the determination date shall be included in determining the

value of account balances, if any.  In addition, the actuarial factors and

assumptions set forth in the defined benefit plans included in the aggregation

groups shall be utilized in determining the present value of cumulative accrued

benefits.  Furthermore, for purposes of making the aforementioned calculations

with respect to defined benefit plans, proportional subsidies, and benefits not

relating to retirement benefits such as pre-retirement death and disability

benefits and post retirement medical benefits, are to be disregarded but

nonproportional subsidies are to be taken into account.

          .1        During any plan year that this Trust and Plan is top-heavy,

the Participating Companies shall make a contribution on behalf of each non-key

employee who is a participant on the allocation date coinciding with the last

day of such year, or was a participant whose employment terminated on or as of

said allocation date which is at least equal to the greater of (a) or (b) below

where:

         (a)   equals the lesser of (i) or (ii) below where

               (i)       equals three percent (3%) of the non-key employee's
                    compensation from the Participating Companies and all
                    affiliates during the plan year; and

              (ii)       equals the largest percentage of compensation from the
                    Participating Companies and all affiliates (disregarding any
                    such compensation in excess of Two Hundred Thousand Dollars
                    ($200,000) per plan year per key employee) provided to any
                    key employee by the contributions of the Participating
                    Companies; and

         (b)   equals such other percent of the non-key employee's compensation
               from the Participating Companies and all affiliates as may be
               necessary to satisfy the requirements of Section 401 and 416 of
               the Code as prescribed by the Secretary of the Treasury in lawful
               regulations.

For purposes of determining the percentage set forth in subparagraph (a)(ii)

above, the Participating Companies' contributions made pursuant to Section 4.1

hereof in accordance with a participant's election under said Section shall be

taken into account.

          If this Trust and Plan is top-heavy for a plan year and if a

participant who is a non-key employee is also a participant in any other defined

contribution plan maintained by a Participating Company, the minimum

contribution provided hereunder shall be provided before any minimum under such

other plan and shall reduce the amount of the top-heavy minimum, if any,

required thereunder.  Furthermore, if this Trust and Plan is top-heavy for a

plan year and if a participant who is a non-key employee is also a participant

in any defined benefit plan maintained by a Participating Company, the minimum

benefit provided under such defined benefit plan shall be provided before any

minimum contribution under this Trust and Plan and the benefit provided under

such defined benefit plan shall be offset by the actuarial equivalent of the

amounts, if any, credited to the participant's accounts for such year under this

Trust and Plan and any other defined contribution plan maintained by a

Participating Company.

          .1        During any plan year that this Trust and Plan is top-heavy,

the limitations on annual additions and annual benefits set forth in Section 415

(e) of the Code shall be modified by the substitution of the phrase "one hundred

percent (100%)" for the phrase "one hundred twenty-five percent (125%)" wherever

the latter phrase appears in said Section 415 (e) and by the substitution of the

amount 'Forty-One Thousand Five Hundred Dollars ($41,500)" for the amount "Fifty

One Thousand Eight Hundred Seventy-Five Dollars ($51,875)" wherever the latter

amount appears in Section 415(e)(6)(B)(i) of said Code.

          .2

2

                                  MISCELLANEOUS



          .1        No insurance company shall be deemed to be a party to this

Trust and Plan for any purpose, nor shall it be responsible for the validity of

this Trust and Plan.  No such company shall be required to look into the terms

of this Trust and Plan or question any action of the Trustee hereunder, nor be

responsible to see that any action of the Trustee is authorized by the terms of

this Trust and Plan.  Any such insurance company shall be fully discharged from

any and all liability for any amount paid to the Trustee or paid in accordance

with the direction of the Trustee, or for any change made or action taken by

such insurance company upon such direction, and no insurance company shall be

obligated to see to the distribution or further application of any moneys so

paid by it.  The certificate of the Trustee may be received by any insurance

company as conclusive evidence of any of the matters mentioned in this Trust and

Plan, and each insurance company shall be fully protected in taking or

permitting any action on the faith thereof and shall incur no liability or

responsibility for doing so.

          .2        In the event a Participating Company shall at any time be

judicially declared bankrupt or insolvent, or in the event of its dissolution,

merger or consolidation, without any provisions being made for the continuation

of this Trust and Plan, the Trust and Plan created hereunder shall terminate

with respect to such Participating Company and the Trustee shall make

distributions as provided in Section 19.3 hereof.

          .3        In the event the Trust and Plan shall merge or consolidate

with, or transfer any of its assets or liabilities to any other plan, each

participant shall be entitled to receive, if the Trust and Plan were terminated

immediately thereafter, a benefit which is equal to or greater than the benefit

he would have been entitled to receive immediately before the merger,

consolidation or transfer if the Trust and Plan had then terminated, in

accordance with Section 414(1) of the Code and Section 208 of the Employee

Retirement Income Security Act of 1974 and any lawful regulations issued

thereunder.

          .4        Neither anything contained herein, nor any contribution made

hereunder, nor any other acts done in pursuance of this Trust and Plan, shall be

construed as entitling any participant to be continued in the employ of any

Participating Company or any affiliate for any period of time nor as obliging

any Participating Company or any affiliate to keep any participant in its employ

for any period of time, nor shall any employee of any Participating Company or

any affiliate nor anyone else have any rights whatsoever, legal or equitable,

against any Participating Company or the Trustee as a result of this Trust and

Plan except those expressly granted to him hereunder.

          .5        No contribution or payment by a Participating Company to the

Trustee of this Trust and Plan, nor any income of the Trust Fund, shall in any

event revert or be credited to or be used for the benefit of any Participating

Company, and all such contributions, payments and income shall be used solely

and exclusively for the benefit of the participants and their beneficiaries

under this Trust and Plan, except that the Trustee shall return to a

Participating Company upon written direction of the Administrator:

          (a)       any contributions made by the Participating Company by a
               mistake of fact, provided such contributions are returned to the
               Participating Company within one (1) year after the date such
               contributions were made;

          (b)       any contributions made for plan years during which this
               Trust and Plan does not (either initially or because of an
               amendment) qualify under Section 401(a) of the Code, provided
               such contributions are returned to the Participating Company
               within one (l) year after the date of denial of qualification;
               and

          (c)       any contributions, to the extent that their deduction is
               disallowed under Section 404 of the Code, provided that such
               disallowed contributions are returned to the Participating
               Company within one (l) year after the disallowance of the
               deduction.

          .6        Whenever any pronoun is used herein, it shall be construed

to include the masculine pronoun, the feminine pronoun or the neuter pronoun as

shall be appropriate.  Wherever the singular is used herein it shall include the

plural and vice-versa as the context shall require.

          .7        This Trust and Plan shall be construed under and in

accordance with the law and laws of the State of Delaware and of the United

States of America.

appropri

appropriate officers duly authorized, and JOHN T. ST. JAMES, the Trustee, have

caused this Trust and Plan to be executed this ___ day of ___________, 1995,

effective for all purposes, except as otherwise provided herein, as of

January 1, 1995.

                              NEW HORIZONS EDUCATION CORPORATION


                              By
                                ---------------------------------


                              And
                                 --------------------------------


                              -----------------------------------
                              JOHN T. ST. JAMES, Trustee


NH.PLN
                           EXHIBIT A



Participating Company                        Adoption Date

New Horizons Franchising, Inc.               January 1, 1995

New Horizons Computer Learning               January 1, 1995
     Centers, Inc.




NH.PLN