Exhibit 10.3
                              
                              
                              
                              
              The CORPORATEplan for Retirement
                              
               THE PROFIT SHARING/401(K) PLAN
                              
             FIDELITY BASIC PLAN DOCUMENT NO. 07
                              







              THE CORPORATE PLAN FOR RETIREMENT
                 PROFIT SHARING/401(K) PLAN

ARTICLE 1
 ADOPTION AGREEMENT

ARTICLE 2
 DEFINITIONS

 2.01 - Definitions

ARTICLE 3
    PARTICIPATION

 3.01 - Date of Participation
 3.02 - Resumption of Participation Following Reemployment
 3.03 - Cessation or Resumption of Participation Following a
Change in              Status
 3.04 - Participation by Owner-Employee; Controlled
Businesses
 3.05 - Omission of Eligible Employee

ARTICLE 4
 CONTRIBUTIONS

 4.01 - Deferral Contributions
 4.02 - Additional Limit on Deferral Contributions
 4.03 - Matching Contributions
 4.04 - Limit on Matching Contributions and Employee
Contributions
 4.05 - Special Rules
 4.06 - Fixed/Discretionary Employer Contributions
 4.07 - Time of Making Employer  Contributions
 4.08 - Return of Employer Contributions
 4.09 - Employee Contributions
 4.10 - Rollover Contributions
 4.11 - Deductible Voluntary Employee Contributions
 4.12 - Additional Rules for Paired Plans

ARTICLE 5
 PARTICIPANTS' ACCOUNTS

 5.01 - Individual Accounts
 5.02 - Valuation of Accounts
 5.03 - Code Section 415 Limitations

ARTICLE 6
 INVESTMENT OF CONTRIBUTIONS

 6.01 - Manner of Investment
 6.02 - Investment Decisions
 6.03 - Participant Directions to Trustee





ARTICLE 7
 RIGHT TO BENEFITS

 7.01 - Normal or Early Retirement
 7.02 - Late Retirement
 7.03 - Disability Retirement
 7.04 - Death
 7.05 - Other Termination of Employment
 7.06 - Separate Account
 7.07 - Forfeitures
 7.08 - Adjustment for Investment Experience
 7.09 - Participant Loans
 7.10 - In-Service Withdrawals
 7.11 - Prior Plan In-Service Distribution Rules

ARTICLE 8
 DISTRIBUTION OF BENEFITS PAYABLE AFTER TERMINATION OF
SERVICE

 8.01 - Distribution of Benefits to Participants and
Beneficiaries
 8.02 - Annuity Distributions
 8.03 - Joint and Survivor Annuities/Preretirement Survivor
Annuities
 8.04 - Installment Distributions
 8.05 - Immediate Distributions
 8.06 - Determination of Method of Distribution
 8.07 - Notice to Trustee
 8.08 - Time of Distribution
 8.09 - Whereabouts of Participants and Beneficiaries

ARTICLE 9
 TOP-HEAVY PROVISIONS

 9.01 - Application
 9.02 - Definitions
 9.03 - Minimum Contribution
 9.04 - Adjustment to the Limitation on Contributions and
Benefits
 9.05 - Minimum Vesting

ARTICLE 10
 AMENDMENT AND TERMINATION

 10.01 - Amendment by Employer
 10.02 - Amendment by Prototype Sponsor
 10.03 - Amendments Affecting Vested and/or Accrued Benefits
 10.04 - Retroactive Amendments
 10.05 - Termination
 10.06 - Distribution Upon Termination of the Plan
 10.07 - Merger or Consolidation of Plan; Transfer of Plan
Assets

ARTICLE 11
 AMENDMENT AND CONTINUATION OF PREDECESSOR PLAN; TRANSFER OF
FUNDS
   TO OR FROM OTHER QUALIFIED PLANS

 11.01 - Amendment and Continuation of Predecessor Plan
 11.02 - Transfer of Funds from an Existing Plan
 11.03 - Acceptance of Assets by Trustee
 11.04 - Transfer of Assets from Trust

ARTICLE 12
 MISCELLANEOUS

 12.01 - Communication to Participants
 12.02 - Limitation of Rights
 12.03 - Nonalienability of Benefits and Qualified Domestic
Relations                 Orders
 12.04 - Facility of Payment
 12.05 - Information Between Employer and Trustee
 12.06 - Effect of Failure to Qualify Under Code
 12.07 - Notices
 12.08 - Governing Law

ARTICLE 13
 PLAN ADMINISTRATION

 13.01 - Powers and Responsibilities of the Administrator
 13.02 - Nondiscriminatory Exercise of Authority
 13.03 - Claims and Review Procedures
 13.04 - Named Fiduciary
 13.05 - Costs of Administration

ARTICLE 14
 TRUST AGREEMENT

 14.01 - Acceptance of Trust Responsibilities
 14.02 - Establishment of Trust Fund
 14.03 - Exclusive Benefit
 14.04 - Powers of Trustee
 14.05 - Accounts
 14.06 - Approving of Accounts
 14.07 - Distribution from Trust Fund
 14.08 - Transfer of Amounts from Qualified Plan
 14.09 - Transfer of Assets from Trust
 14.10 - Separate Trust or Fund for Existing Plan Assets
 14.11 - Voting; Delivery of Information
 14.12 - Compensation and Expenses of Trustee
 14.13 - Reliance by Trustee on other Persons
 14.14 - Indemnification by Employer
 14.15 - Consultation by Trustee with Counsel
 14.16 - Persons Dealing with the Trustee
 14.17 - Resignation or Removal of Trustee
 14.18 - Fiscal Year of the Trust
 14.19 - Discharge of Duties by Fiduciaries
 14.20 - Amendment
 14.21 - Plan Termination
 14.22 - Permitted Reversion of Funds to Employer
 14.23 - Governing Law




Article 1.  Adoption Agreement.

Article 2.  Definitions.

2.01.  Definitions.

    (a)  Wherever used herein, the following terms have the
    meanings set forth below, unless a different meaning is
    clearly required by the context:
    
             (1)  "Account" means an account established on
      the books of the Trust for the purpose of recording
      contributions made on behalf of a Participant and any
      income, expenses, gains or losses incurred thereon.

             (2)  "Administrator" means the Employer
      adopting this Plan, or other person designated by the
      Employer in Section 1.01(c).

             (3)  "Adoption Agreement" means Article 1,
      under which the Employer establishes and adopts, or
      amends, the Plan and Trust and designates the
      optional provisions selected by the Employer, and the
      Trustee accepts its responsibilities under Article
      14.  The provisions of the Adoption Agreement shall
      be an integral part of the Plan.

             (4)  "Annuity Starting Date" means the first
      day of the first period for which an amount is
      payable as an annuity or in any other form.

             (5)  "Beneficiary" means the person or persons
      entitled under Section 7.04 to receive benefits under
      the Plan upon the death of a Participant, provided
      that for purposes of Section 7.04 such term shall be
      applied in accordance with Section 401(a)(9) of the
      Code and the regulations thereunder.

             (6)  "Code" means the Internal Revenue Code of
      1986, as amended from time to time.

             (7)  "Compensation" shall mean

                 (A)  for purposes of Article 4
         (Contributions), compensation as defined in
         Section 5.03(e)(2) excluding any items elected by
         the Employer in Section 1.04(a), reimbursements or
         other expense allowances, fringe benefits (cash
         and non-cash), moving expenses, deferred
         compensation and welfare benefits, but including
         amounts that are not includable in the gross
         income of the Participant under a salary reduction
         agreement by reason of the application of Sections
         125, 402(a)(8), 402(h), or 403(b) of the Code; and

                 (B)  for purposes of Section 2.01(a)(16)
         (Highly Compensated Employees), Section 5.03 (Code
         Section 415 Limitations), and Section 9.03 (Top-
         Heavy Plan Minimum Contribution), compensation as
         defined in Section 5.03(e)(2).

                 Compensation shall generally be based on
      the amount actually paid to the Participant during
      the Plan Year or, for purposes of  Article 4 if so
      elected by the Employer in Section 1.04(b), during
      that portion of the Plan Year during which the
      Employee is eligible to participate.  Notwithstanding
      the preceding sentence, compensation for purposes of
      Section 5.03 (Code Section 415 Limitations) shall be
      based on the amount actually paid or made available
      to the Participant during the Limitation Year.
      Compensation for the initial Plan Year for a new plan
      shall be based upon eligible Participant
      Compensation, subject to Section 1.04(b), from the
      Effective Date listed in Section 1.01(g)(1) through
      the end of the first Plan Year.

                 In the case of any Self-Employed
      Individual, Compensation shall mean the Individual's
      Earned Income.

                 For years beginning after December 31,
      1988, the annual Compensation of each Participant
      taken into account for determining all benefits
      provided under the plan for any determination period
      shall not exceed $200,000.  This limitation shall be
      adjusted by the Secretary at the same time and in the
      same manner as under Section 415(d) of the Code,
      except that the dollar increase in effect on January
      1 of any calendar year is effective for years
      beginning in such calendar year and the first
      adjustment to the $200,000 limitation is effected on
      January 1, 1990.  If a plan determines Compensation
      on a period of time that contains fewer than 12
      calendar months, then the annual Compensation limit
      is the amount equal to the annual Compensation limit
      for the calendar year in which the Compensation
      period begins multiplied by the ratio obtained by
      dividing the number of full months in the period by
      12.

                 If Compensation for any prior
      determination period is taken into account in
      determining an Employee's allocations or benefits for
      the current determination period, the Compensation
      for such prior year is subject to the applicable
      annual compensation limit in effect for that prior
      year.  For this purpose, for years beginning before
      January 1, 1990, the applicable annual compensation
      limit is $200,000.

                 In determining the Compensation of a
      Participant for purposes of this limitation, the
      rules of Section 414(q)(6) of the Code shall apply,
      except that in applying such rules, the term "family"
      shall include only the spouse of the Participant and
      any lineal descendants of the Participant who have
      not attained age 19 before the close of the year.  If
      the $200,000 limitation is exceeded as a result of
      the application of these rules, then the limitation
      shall be prorated among the affected individuals in
      proportion to each such individual's Compensation as
      determined under this Section prior to the
      application of this limitation.

         (8)     "Earned Income" means the net earnings of
      a Self-Employed Individual derived from the trade or
      business with respect to which the Plan is
      established and for which the personal services of
      such individual are a material income-providing
      factor, excluding any items not included in gross
      income and the deductions allocated to such items,
      except that for taxable years beginning after
      December 31, 1989 net earnings shall be determined
      with regard to the deduction allowed under Section
      164(f) of the Code, to the extent applicable to the
      Employer.  Net earnings shall be reduced by
      contributions of the Employer to any qualified plan,
      to the extent a deduction is allowed to the Employer
      for such contributions under Section 404 of the Code.

         (9)  "Eligibility Computation Period" means each
      12-consecutive month period beginning with the
      Employment Commencement Date and each anniversary
      thereof or, in the case of an Employee who, before
      completing the eligibility requirements set forth in
      Section 1.03(a)(1), incurs a break in service for
      participation purposes and thereafter returns to the
      employ of the Employer or Related Employer, each 12-
      consecutive month period beginning with the first day
      of reemployment and each anniversary thereof.

      A "break in service for participation purposes" shall
      mean an Eligibility Computation Period during which
      the participant does not complete more than 500 Hours
      of Service with the Employer.

         (10)  "Employee" means any employee of the
      Employer, any Self-Employed Individual or Owner-
      Employee.  The Employer must specify in Section
      1.03(a)(3) any Employee or class of Employees not
      eligible to participate in the Plan.  If the Employer
      elects to exclude collective bargaining employees,
      the exclusion applies to any employee of the Employer
      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 one or more employers unless the
      collective bargaining agreement requires the employee
      to be included within the Plan.  The term "employee
      representatives" does not include any organization
      more than half the members of which are owners,
      officers, or executives of the Employer.

                 For purposes of the Plan, an individual
      shall be considered to become an Employee on the date
      on which he first completes an Hour of Service and he
      shall be considered to have ceased to be an Employee
      on the date on which he last completes an Hour of
      Service.  The term also includes a Leased Employee,
      such that contributions or benefits provided by the
      leasing organization which are attributable to
      services performed for the Employer shall be treated
      as provided by the Employer.  Notwithstanding the
      above, a Leased Employee shall not be considered an
      Employee if Leased Employees do not constitute more
      than 20 percent of the Employer's non-highly
      compensated work-force (taking into account all
      Related Employers) and the Leased Employee is covered
      by a money purchase pension plan maintained by the
      leasing organization and providing (A) a
      nonintegrated employer contribution rate of at least
      10 percent of compensation, as defined for purposes
      of Section 415(c)(3) of the Code, but including
      amounts contributed pursuant to a salary reduction
      agreement which are excludable from gross income
      under Section 125, Section 402(a)(8), Section 402(h)
      or Section 403(b) of the Code, (B) full and immediate
      vesting, and (C) immediate participation by each
      employee of the leasing organization.

         (11)  "Employer" means the employer named in
      Section 1.02(a) and any Related Employers required by
      this Section 2.01(a)(11).  If Article 1 of the
      Employer's Plan is the Standardized Adoption
      Agreement, the term "Employer" includes all Related
      Employers.  If Article 1 of the Employer's Plan is
      the Non-standardized Adoption Agreement, the term
      "Employer" includes those Related Employers
      designated in Section 1.02(b).

         (12)  "Employment Commencement Date" means the
      date on which the Employee first performs an Hour of
      Service.

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

         (14)  "Fidelity Fund" means any Registered
      Investment Company or Managed Income Portfolio of the
      Fidelity Group Trust for Employee Benefit Plans which
      is made available to plans utilizing the
      CORPORATEplan for Retirement.

         (15)  "Fund Share" means the share, unit, or other
      evidence of ownership in a Fidelity Fund.

         (16)  "Highly Compensated Employee" means both
      highly compensated active Employees and highly
      compensated former Employees.

                 A highly compensated active Employee
      includes any Employee who performs service for the
      Employer during the determination year and who,
      during the "look-back year," (A) received
      compensation from the Employer in excess of $75,000
      (as adjusted pursuant to Section 415(d) of the Code),
      (B) received compensation from the Employer in excess
      of $50,000 (as adjusted pursuant to Section 415(d) of
      the Code) and was a member of the top-paid group for
      such year, or (C) was an officer of the Employer and
      received compensation during such year that is
      greater than 50 percent of the dollar limitation in
      effect under Section 415(b)(1)(A) of the Code.  The
      term "Highly Compensated Employee" also includes (i)
      Employees who are both described in the preceding
      sentence if the term "determination year" is
      substituted for the term "look-back year" and the
      Employee is one of the 100 Employees who received the
      most compensation from the Employer during the
      determination year, and (ii) Employees who are 5-
      percent owners at any time during the look-back year
      or determination year.

                 If no officer has satisfied the
      compensation requirement of (C) above during either a
      determination year or look-back year, the highest
      paid officer for such year shall be treated as a
      highly compensated Employee.

                 For this purpose, the determination year
      shall be the Plan Year.  The look-back year shall be
      the twelve-month period immediately preceding the
      determination year.  The Employer may elect to make
      the look-back year calculation for a determination on
      the basis of the calendar year ending with or within
      the applicable determination year, as prescribed by
      Section 414(q) of the Code and the regulations issued
      thereunder.

                 A highly compensated former Employee
      includes any Employee who separated from service (or
      was deemed to have separated) prior to the
      determination year, performs no service for the
      Employer during the determination year, and was a
      highly compensated active Employee for either the
      separation year or any determination year ending on
      or after the Employee's 55th birthday.

                 If an Employee is, during a determination
      year or look-back year, a family member of either a 5-
      percent owner who is an active or former Employee or
      a highly compensated Employee who is one of the 10
      most highly compensated Employees ranked on the basis
      of compensation paid by the Employer during such
      year, then the family member and the 5-percent owner
      or top-ten highly compensated Employee shall be
      aggregated.  In such case, the family member and 5-
      percent owner or top-ten highly compensated Employee
      shall be treated as a single Employee receiving
      compensation and plan contributions or benefits equal
      to the sum of such compensation and contributions or
      benefits of the family member and 5-percent owner or
      top-ten highly compensated Employee.  For purposes of
      this Section, family member includes the spouse,
      lineal ascendants and descendants of the Employee or
      former Employee and the spouses of such lineal
      ascendants and descendants.

                 The determination of who is a highly
      compensated Employee, including the determinations of
      the number and identity of Employees in the top-paid
      group, the top 100 Employees, the number of Employees
      treated as officers, and the compensation that is
      considered, will be made in accordance with Section
      414(q) of the Code and the regulations thereunder.

         (17)  "Hour of Service" means, with respect to any
      Employee,

                 (A)  Each hour for which the Employee is
         directly or indirectly paid, or entitled to
         payment, for the performance of duties for the
         Employer or a Related Employer, each such hour to
         be credited to the Employee for the Eligibility
         Computation Period in which the duties were
         performed;

                 (B)  Each hour for which the Employee is
         directly or indirectly paid, or entitled to
         payment, by the Employer or Related Employer
         (including payments made or due from a trust fund
         or insurer to which the Employer contributes or
         pays premiums) on account of a period of time
         during which no duties are performed (irrespective
         of whether the employment relationship has
         terminated) due to vacation, holiday, illness,
         incapacity, disability, layoff, jury duty,
         military duty, or leave of absence, each such hour
         to be credited to the Employee for the Eligibility
         Computation Period in which such period of time
         occurs, subject to the following rules:

                      (i)  No more than 501 Hours of Service
            shall be credited under this paragraph (B) on
            account of any single contin-uous period during
            which the Employee performs no duties;

                      (ii)  Hours of Service shall not be
            credited under this paragraph (B) for a payment
            which solely reimburses the Employee for
            medically-related expenses, or which is made or
            due under a plan maintained solely for the
            purpose of complying with applicable workmen's
            compensation, unemployment compensation or
            disability insurance laws; and
                      (iii)  If the period during which the
            Employee performs no duties falls within two or
            more Eligibility Computation Periods and if the
            payment made on account of such period is not
            calculated on the basis of units of time, the
            Hours of Service credited with respect to such
            period shall be allocated between not more than
            the first two such Eligibility Computation
            Periods on any reasonable basis consistently
            applied with respect to similarly situated
            Employees; and

                 (C)  Each hour not counted under paragraph
         (A) or (B) for which back pay, irrespective of
         mitigation of damages, has been either awarded or
         agreed to be paid by the Employer or a Related
         Employer, shall be credited to the Employee for
         the Eligibility Computation Period to which the
         award or agreement pertains rather than the
         Eligibility Computation Period in which the award
         agreement or payment is made.

                 For purposes of determining Hours of
         Service, Employees of the Employer and of all
         Related Employers will be treated as employed by a
         single employer.  For purposes of paragraphs (B)
         and (C) above, Hours of Service will be calculated
         in accordance with the provisions of Section
         2530.200b-2(b) of the Department of Labor
         regulations, which are incorporated herein by
         reference.

          Solely for purposes of determining whether a
         break in service for participation purposes has
         occurred in a computation period, an individual
         who is absent from work for maternity or paternity
         reasons shall receive credit for the hours of
         service which would otherwise have been credited
         to such individual but for such absence, or in any
         case in which such hours cannot be determined, 8
         hours of service per day of such absence.  For
         purposes of this paragraph, an absence from work
         for maternity or paternity reasons means an
         absence (i) by reason of the pregnancy of the
         individual, (ii) by reason of a birth of a child
         of the individual, (iii) by reason of the
         placement of a child with the individual in
         connection with the adoption of such child by such
         individual, or (iv) for purposes of caring for
         such child for a period beginning immediately
         following such birth or placement.  The hours of
         service credited under this paragraph shall be
         credited (a) in the computation period in which
         the absence begins if the crediting is necessary
         to prevent a break in service in that period, or
         (b) in all other cases, in the following
         computation period.

   (18)  "Leased Employee" means any individual who
   provides services to the Employer or a Related Employer
   (the "recipient") but is not otherwise an employee of
   the recipient if (A) such services are provided pursuant
   to an agreement between the recipient and any other
   person (the "leasing  organization"), (B) such
   individual has performed services for the recipient (or
   for the recipient and any related persons within the
   meaning of Section 414(n)(6) of the Code) on a
   substantially full-time basis for at least one year, and
   (C) such services are of a type historically performed
   by employees in the business field of the recipient.

   (19)  "Normal Retirement Age" means the normal
   retirement age specified in Section 1.06(a) of the
   Adoption Agreement.  If the Employer enforces a
   mandatory retirement age, the Normal Retirement Age is
   the lesser of that mandatory age or the age specified in
   Section 1.06(a).

   (20)  "Owner-Employee" means, if the Employer is a sole
   proprietorship, the individual who is the sole
   proprietor, or if the Employer is a partnership, a
   partner who owns more than 10 percent of either the
   capital interest or the profits interest of the
   partnership.

   (21)  "Participant" means any Employee who participates
   in the Plan in accordance with Article 3 hereof.

   (22)  "Plan" means the plan established by the Employer
   in the form of the prototype plan, as set forth herein
   as a new plan or as an amendment to an existing plan, by
   executing the Adoption Agreement, together with any and
   all amendments hereto.

   (23)  "Plan Year" means the 12-consecutive-month period
   ending on the date designated by the Employer in Section
   1.01(f).

   (24)  "Prototype Sponsor" means Fidelity Management and
   Research Company or its successor.

   (25)  "Registered Investment Company" means any one or
   more corporations, partnerships or trusts registered
   under the Investment Company Act of 1940 for which
   Fidelity Management and Research Company serves as
   investment advisor.

   (26)  "Related Employer" means any employer other than
   the Employer named in Section 1.02(a) if the Employer
   and such other employer are members of a controlled
   group of corporations (as defined in Section 414(b) of
   the Code) or an affiliated service group (as defined in
   Section 414(m)), or are trades or businesses (whether or
   not incorporated) which are under common control (as
   defined in Section 414(c)), or such other employer is
   required to be aggregated with the Employer pursuant to
   regulations issued under Section 414(o).

   (27)  "Self-Employed Individual" means an individual who
   has Earned Income for the taxable year from the Employer
   or who would have had Earned Income but for the fact
   that the trade or business had no net profits for the
   taxable year.

   (28)  "Trust" means the trust created by the Employer in
   accordance with the provisions of Section 14.01.

   (29)  "Trust Agreement" means the agreement between the
   Employer and the Trustee, as set forth in Article 14,
   under which the assets of the Plan are held,
   administered, and managed.

   (30)  "Trust Fund" means the property held in Trust by
   the Trustee for the Accounts of the Participants and
   their Beneficiaries.

   (31)  "Trustee" means the Fidelity Management Trust
   Company, or its successor.

   (32)  "Year of Service for Participation" means, with
   respect to any Employee, an Eligibility Computation
   Period during which the Employee has been credited with
   at least 1,000 Hours of Service.  If the Plan maintained
   by the Employer is the plan of a predecessor employer,
   an Employee's Years of Service for Participation shall
   include years of service with such predecessor employer.
   In any case in which the Plan maintained by the Employer
   is not the plan maintained by a predecessor employer,
   service for such predecessor shall be treated as service
   for the Employer, to the extent provided in Section
   1.08.

   (33)"Years of Service for Vesting" means, with respect
   to any Employee, the number of whole years of his
   periods of service with the Employer or a Related
   Employer (the elapsed time method to compute vesting
   service), subject to any exclusions elected by the
   Employer in Section 1.07(b).  An Employee will receive
   credit for the aggregate of all time period(s)
   commencing with the Employee's Employment Commencement
   Date and ending on the date a break in service begins,
   unless any such years are excluded by Section 1.07(b).
   An Employee will also receive credit for any period of
   severance of less than 12 consecutive months.
   Fractional periods of a year will be expressed in terms
   of days.

     In the case of a Participant who has 5 consecutive 1-
   year breaks in service, all years of service after such
   breaks in service will be disregarded for the purpose of
   vesting the Employer-derived account balance that
   accrued before such breaks, but both pre-break and post-
   break service will count for the purposes of vesting the
   Employer-derived account balance that accrues after such
   breaks.  Both accounts will share in the earnings and
   losses of the fund.

     In the case of a Participant who does not have 5
   consecutive 1-year breaks in service, both the pre-break
   and post-break service will count in vesting both the
   pre-break and post-break employer-derived account
   balance.

     A break in service is a period of severance of at
   least 12 consecutive months.  Period of severance is a
   continuous period of time during which the Employee is
   not employed by the Employer.  Such period begins on the
   date the Employee retires, quits or is discharged, or if
   earlier, the 12-month anniversary of the date on which
   the Employee was otherwise first absent from service.

     In the case of an individual who is absent from work
   for maternity or paternity reasons, the 12-consecutive
   month period beginning on the first anniversary of the
   first date of such absence shall not constitute a break
   in service.  For purposes of this paragraph, an absence
   from work for maternity or paternity reasons means an
   absence (A) by reason of the pregnancy of the
   individual, (B) by reason of the birth of a child of the
   individual, (C) by reason of the placement of a child
   with the individual in connection with the adoption of
   such child by such individual, or (D) for purposes of
   caring for such child for a period beginning immediately
   following such birth or placement.

     If the Plan maintained by the Employer is the plan of
   a predecessor employer, an Employee's Years of Service
   for Vesting shall include years of service with such
   predecessor employer.  In any case in which the Plan
   maintained by the Employer is not the plan maintained by
   a predecessor employer, service for such predecessor
   shall be treated as service for the Employer to the
   extent provided in Section 1.08.

(b) Pronouns used in the Plan are in the masculine gender
but include the feminine gender unless the context clearly
indicates otherwise.


Article 3.  Participation.

3.01.  Date of Participation.  All Employees in the eligible
class (as defined in Section 1.03(a)(3)) who are in the
service of the Employer on the Effective Date will become
Participants on the date elected by the Employer in Section
1.03(c).  Any other Employee will become a Participant in
the Plan as of the first Entry Date on which he first
satisfies the eligibility requirements set forth in Section
1.03(a).  In the event  that an Employee who is not a member
of an eligible class (as defined in Section 1.03(a)(3))
becomes a member of an eligible class, the individual shall
participate immediately if such individual had already
satisfied the eligibility requirements and would have
otherwise previously become a Participant.

If an eligibility requirement other than one Year of Service
is elected in 1.03(a)(1), an Employee may not be required to
complete a minimum number of Hours of Service before
becoming a Participant.  An otherwise eligible Employee
subject to a minimum months of service requirement shall
become a Participant on the first Entry Date following his
completion of the required number of consecutive months of
employment measured from his Employment Commencement Date to
the coinciding date in the applicable following month.  For
purposes of determining consecutive months of service, the
Related Employer and predecessor employer rules contained in
Sections 2.01(a)(17) and 2.01(a)(32) shall apply.

3.02.  Resumption of Participation Following Reemployment.
If a Participant ceases to be an Employee and thereafter
returns to the employ of the Employer he will be treated as
follows:

   (a) he will again become a Participant on the first date
   on which he completes an Hour of Service for the
   Employer following his reemployment and is in the
   eligible class of Employees as defined in Section
   1.03(a)(3), and
   
   (b) any distribution which he is receiving under the
   Plan will cease except as otherwise required under
   Section 8.08.
   
3.03.  Cessation or Resumption of Participation Following a
Change in Status.  If any Participant continues in the
employ of the Employer or Related Employer but ceases to be
a member of an eligible class as defined in Section
1.03(a)(3), the individual shall continue to be a
Participant for most purposes until the entire amount of his
benefit is distributed; however, the individual shall not be
entitled to receive an allocation of contributions or
forfeitures during the period that he is not a member of the
eligible class.  Such Participant shall continue to receive
credit for service completed during the period for purposes
of determining his vested interest in his Accounts.  In the
event that the individual subsequently again becomes a
member of an eligible class of Employees, the individual
shall resume full participation immediately upon the date of
such change in status.

3.04.  Participation by Owner-Employee; Controlled
Businesses.
If the Plan provides contributions or benefits for one or
more Owner-Employees who control both the trade or business
with respect to which the Plan is established and one or
more other trades or businesses, the Plan and any plan
established with respect to such other trades or businesses
must, when looked at as a single plan, satisfy Sections
401(a) and 401(d) of the Code with respect to the employees
of this and all such other trades or businesses.  If the
Plan provides contributions or benefits for one or more
Owner-Employees who control one or more other trades or
businesses, the Employees of each such other trade or
business must be included in a plan which satisfies Sections
401(a) and 401(d) of the Code and which provides
contributions and benefits not less favorable than provided
for Owner-Employees under the Plan.

    If an individual is covered as an Owner-Employee under
the plans of two or more trades or businesses which are not
controlled and the individual controls a trade or business,
then the contributions or benefits of the Employees under
the plan of the trades or businesses which are controlled
must be as favorable as those provided for him under the
most favorable plan of the trade or business which is not
controlled.

   For purposes of this Section, an Owner-Employee, or two
or more Owner-Employees, shall be considered to control a
trade or business if such Owner-Employee, or such Owner-
Employees together, (a) own the entire interest in an
unincorporated trade or business or (b) in the case of a
partnership, own more than 50 percent of either the capital
interest or the profits interest in such partnership.  For
this purpose, an Owner-Employee, or two or more Owner-
Employees, shall be treated as owning any interest in a
partnership which is owned, directly or indirectly, by a
partnership controlled by such Owner-Employee or such Owner-
Employees.

3.05.  Omission of Eligible Employee.  If any Employee who
should be included as a Participant in the Plan is
erroneously omitted and discovery of such omission is not
made until after a contribution by his Employer for the year
has been made, the Employer shall make a subsequent
contribution, if necessary, so that the omitted Employee
receives the total amount which the said Employee would have
received had he not been omitted.  For purposes of this
Section 3.05, the term "contribution" shall not include
Deferral Contributions and Matching Contributions made
pursuant to Sections 4.01 and 4.03, respectively.


Article 4.  Contributions.

4.01.  Deferral Contributions.

   (a) 4.01.  If so provided by the Employer in Section
   1.05(b), each Participant may elect to execute a salary
   reduction agreement with the Employer to reduce his
   Compensation by a specified percentage not exceeding 15%
   per payroll period, subject to any exceptions elected by
   the Employer in Section 1.05(b)(2) and 1.05(b)(3) and
   equal to a whole number multiple of one (1) percent.
   Such agreement shall become effective on the first day
   of the first payroll period for which the Employer can
   reasonably process the request.  The Employer shall make
   a Deferral Contribution on behalf of the Participant
   corresponding to the amount of said reduction, subject
   to the restrictions set forth below.  Under no
   circumstances may a salary reduction agreement be
   adopted retroactively.
   
   (b) A Participant may elect to change or discontinue the
   percentage by which his Compensation is reduced by
   notice to the Employer as provided in Section
   1.05(b)(1).
   
   (c) No Participant shall be permitted to have Deferral
   Contributions made under the Plan, or any other
   qualified plan maintained by the Employer, during the
   taxable year, in excess of the dollar limitation
   contained in Section 402(g) of the Code in effect at the
   beginning of such taxable year.
   
     A Participant may assign to the Plan any Excess
   Deferrals made during the taxable year of the
   Participant by notifying the Plan Administrator on or
   before March 15 following the taxable year of the amount
   of the Excess Deferrals to be assigned to the Plan.  A
   Participant is deemed to notify the Administrator of any
   Excess Deferrals that arise by taking into account only
   those Deferral Contributions made to the Plan and any
   other plan of the Employer.  Notwithstanding any other
   provision of the Plan, Excess Deferrals, plus any income
   and minus any loss allocable thereto, shall be
   distributed no later than April 15 to any Participant to
   whose Account Excess Deferrals were so assigned for the
   preceding year and who claims Excess Deferrals for such
   taxable year.
   
     "Excess Deferrals" shall mean those Deferral
   Contributions that are includable in a Participant's
   gross income under Section 402(g) of the Code to the
   extent such Participant's Deferral Contributions for a
   taxable year exceed the dollar limitation under such
   Code section.  For purposes of determining Excess
   Deferrals, the term "Deferral Contributions" shall
   include the sum of all Employer Contributions made on
   behalf of such Participant pursuant to an election to
   defer under any qualified CODA as described in Section
   401(k) of the Code, any simplified employee pension cash
   or deferred arrangement as described in Section
   402(h)(1)(B) of the Code, any eligible deferred
   compensation plan under Section 457 of the Code, any
   plan as described under Section 501(c)(18) of the Code,
   and any Employer Contributions made on the behalf of a
   Participant for the purchase of an annuity contract
   under Section 403(b) of the Code pursuant to a salary
   reduction agreement.  Deferral Contributions shall not
   include any deferrals properly distributed as excess
   annual additions.  Excess Deferrals shall be treated as
   annual additions under the Plan, unless such amounts are
   distributed no later than the first April 15 following
   the close of the Participant's taxable year.
   
     Excess Deferrals shall be adjusted for any income or
   loss up to the date of distribution.  The income or loss
   allocable to Excess Deferrals is (1) income or loss
   allocable to the Participant's Deferral Contributions
   Account for the taxable year multiplied by a fraction,
   the numerator of which is such Participant's Excess
   Deferrals for the year and the denominator is the
   Participant's Account balance attributable to Deferral
   Contributions without regard to any income or loss
   occurring during such taxable year, or (2) such other
   amount determined under any reasonable method, provided
   that such method is used consistently for all
   Participants in calculating the distributions required
   under this Section 4.01(c) and Sections 4.02(d) and
   4.04(d) for the Plan Year, and is used by the Plan in
   allocating income or loss to Participants' Accounts.
   Income or loss allocable to the period between the end
   of the Plan Year and the date of distribution shall be
   disregarded in determining income or loss.
   
   (d) In order for the Plan to comply with the
   requirements of Sections 401(k), 402(g) and 415 of the
   Code and the regulations promulgated thereunder, at any
   time in a Plan Year the Administrator may reduce the
   rate of Deferral Contributions to be made on behalf of
   any Participant, or class of Participants, for the
   remainder of that Plan Year, or the Administrator may
   require that all Deferral Contributions to be made on
   behalf of a Participant be discontinued for the
   remainder of that Plan Year.  Upon the close of the Plan
   Year or such earlier date as the Administrator may
   determine, any reduction or discontinuance in Deferral
   Contributions shall automatically cease until the
   Administrator again determines that such a reduction or
   discontinuance of Deferral Contributions is required.
   
4.02.  Additional Limit on Deferral Contributions.

   (a) The Actual Deferral Percentage (hereinafter "ADP")
   for Participants who are Highly Compensated Employees
   for each Plan Year and the ADP for participants who are
   Non-highly Compensated Employees for the same Plan Year
   must satisfy one of the following tests:
   
       (1)       The ADP for Participants who are Highly
      Compensated Employees for the Plan Year shall not
      exceed the ADP for Participants who are Non-highly
      Compensated Employees for the same Plan Year
      multiplied by 1.25; or

       (2)       The ADP for Participants who are Highly
      Compensated Employees for the Plan Year shall not
      exceed the ADP for Participants who are Non-highly
      Compensated Employees for the same Plan Year
      multiplied by 2.0, provided that the ADP for
      Participants who are Highly Compensated Employees
      does not exceed the ADP for Participants who are Non-
      highly Compensated Employees by more than two (2)
      percentage points.

   (b) The following special rules apply for the purposes
   of this Section:

       (1)       The ADP for any Participant who is a
      Highly Compensated Employee for the Plan Year and who
      is eligible to have Deferral Contributions (and
      Qualified Discretionary Contributions if treated as
      Deferral Contributions for purposes of the ADP test)
      allocated to his or her accounts under two or more
      arrangements described in Section 401(k) of the Code
      that are maintained by the Employer, shall be
      determined as if such Deferral Contributions (and, if
      applicable, such Qualified Discretionary
      Contributions) were made under a single arrangement.
      If a Highly Compensated Employee participates in two
      or more cash or deferred arrangements that have
      different Plan Years, all cash or deferred
      arrangements ending with or within the same calendar
      year shall be treated as a single arrangement.
      Notwithstanding the foregoing, certain plans shall be
      treated as separate if mandatorily disaggregated
      under regulations under Section 401(k) of the Code.

       (2)       In the event that this Plan satisfies the
      requirements of Sections 401(k), 401(a)(4), or 410(b)
      of the Code only if aggregated with one or more other
      plans, or if one or more other plans satisfy the
      requirements of such Sections of the Code only if
      aggregated with this plan, then this Section shall be
      applied by determining the ADP of Employees as if all
      such plans were a single plan.  For Plan Years
      beginning after December 31, 1989, plans may be
      aggregated in order to satisfy section 401(k) of the
      Code only if they have the same Plan Year.

      (3) For purposes of determining the ADP of a
      Participant who is a 5-percent owner or one of the
      ten most highly-paid Highly Compensated Employees,
      the Deferral Contributions (and Qualified
      Discretionary Contributions if treated as Deferral
      Contributions for purposes of the ADP test) and
      Compensation of such Participant shall include the
      Deferral Contributions (and, if applicable, Qualified
      Discretionary Contributions) and Compensation for the
      Plan Year of Family Members (as defined in Section
      414(q)(6) of the Code).  Family Members, with respect
      to between the end of the Plan Year and the date of
      distribution shall be disregarded in determining
      income or loss.
   
     Excess Contributions shall be distributed from the
   Participant's Qualified Discretionary Contribution
   account only to the extent that such Excess
   Contributions exceed the balance in the Participant's
   Deferral Contributions account.
   

       (4)       For purposes of determining the ADP test,
      Deferral Contributions and Qualified Discretionary
      Contributions must be made before the last day of the
      twelve-month period immediately following the Plan
      Year to which contributions relate.

       (5)       The Employer shall maintain records
      sufficient to demonstrate satisfaction of the ADP
      test and the amount of Qualified Discretionary
      Contributions used in such test.

       (6)       The determination and treatment of the ADP
      amounts of any Participant shall satisfy such other
      requirements as may be prescribed by the Secretary of
      the Treasury.

   (c)  The following definitions shall apply for purposes
   of this Section:
    
       (1)       "Actual Deferral Percentage" shall mean,
      for a specified group of Participants for a Plan
      Year, the average of the ratios (calculated
      separately for each Participant in such group) of (A)
      the amount of Employer contributions actually paid
      over to the Trust on behalf of such Participant for
      the Plan Year to (B) the Participant's Compensation
      for such Plan Year.  Employer contributions on behalf
      of any Participant shall include (i) any Deferral
      Contributions made pursuant to the Participant's
      deferral election, including Excess Deferrals of
      Highly Compensated Employees, but excluding (a)
      Excess Deferrals of Non-highly Compensated Employees
      that arise solely from Deferral Contributions made
      under the Plan or plans of the Employer and (b)
      Deferral Contributions that are taken into account in
      the Contribution Percentage test (provided the ADP
      test is satisfied both with and without exclusion of
      these Deferral Contributions) and (ii) at the
      election of the Employer, Qualified Discretionary
      Contributions.  Matching Contributions, whether or
      not non-forfeitable when made, shall not be
      considered as Employer Contributions for purposes of
      this paragraph.  For purposes of computing Actual
      Deferral Percentages, an Employee who would be a
      Participant but for the failure to make Deferral
      Contributions shall be treated as a Participant on
      whose behalf no Deferral Contributions are made.

       (2)       "Excess Contributions" shall mean, with
      respect to any Plan Year, the excess of

            (a)       The aggregate amount of Employer
        contributions actually taken into account in
        computing the ADP of Highly Compensated Employees
        for such Plan Year, over

            (b)       The maximum amount of such
        contributions permitted by the ADP test (determined
        by reducing contributions made on behalf of Highly
        Compensated Employees in order of the ADPs,
        beginning with the highest of such percentages).

       (3)   "Qualified Discretionary Contributions" shall
      mean contributions made by the Employer as elected in
      Section 1.05(b)(4)  and allocated to Participant
      Accounts of Non-highly Compensated Employees that
      such Participants may not elect to receive in cash
      until distributed from the Plan, that are
      nonforfeitable when made, and that are distributable
      only in accordance with the distribution provisions
      that are applicable to Deferral Contributions.
      Participants shall not be required to satisfy any
      hours of service or employment requirement in order
      to receive an allocation of such contributions.

   (d) Notwithstanding any other provision of this Plan,
   Excess Contributions, plus any income and minus any loss
   allocable thereto, shall be distributed no later than
   the last day of each Plan Year to Participants to whose
   Accounts such Excess Contributions were allocated for
   the preceding Plan Year.  If such excess amounts are
   distributed more than 2 1/2 months after the last day of
   the Plan Year in which such excess amounts arose, a ten-
   (10-) percent excise tax will be imposed on the Employer
   maintaining the Plan with respect to such amounts.  Such
   distributions shall be made to Highly Compensated
   Employees on the basis of the respective portions of the
   Excess Contributions attributable to each of such
   employees.  Excess Contributions of Participants who are
   subject to the family member aggregation rules of
   Section 414(q)(6) of the Code  shall be allocated among
   the family members in proportion to the Deferral
   Contributions (and amounts treated as Deferral
   Contributions) of each family member that is combined to
   determine the combined ADP.
    
   Excess Contributions shall be treated as annual
   additions under the Plan.
   
   Excess Contributions shall be adjusted for any income or
   loss up to the date of distribution.  The income or loss
   allocable to Excess Contributions is (1) income or loss
   allocable to the Participant's Deferral Contribution
   Account (and if applicable, the Qualified Discretionary
   Contribution Account) for the Plan Year multiplied by a
   fraction, the numerator of which is such Participant's
   Excess Contributions for the year and the denominator is
   the Participant's Account balance attributable to
   Deferral Contributions without regard to any income or
   loss occurring during such Plan Year, or (2) an amount
   determined under any reasonable method, provided that
   such method is used consistently for all Participants in
   calculating any distributions required under Section
   4.02(d) and Sections 4.01(c) and 4.04(d) for the Plan
   Year, and is used by the Plan in allocating income or
   loss to the Participants' Accounts.  Income or loss
   allocable to the period between the end of the Plan Year
   and the date of distibution shall be disregarded in
   determining income or loss.
   
   Excess Contributions shall be distributed from the
   Participant's Qualified Discretionary Contribution
   Account only to the extent that such Excess
   Contributions exceed the balance in the Participant's
   Deferral Contributions Account.
   
4.03 Matching Contributions:  If so provided by the Employer
in Section 1.05(c), the Employer shall make a Matching
Contribution on behalf of each Participant who had Deferral
Contributions made on his behalf during the year and who
meets the requirement, if any, of Section 1.05(c)(4).  The
amount of the Matching Contribution shall be determined in
accordance with Section 1.05(c), subject to the limitations
set forth in Section 4.04 and Section 404 of the Code.
Matching Contributions will not be allowed to be made by the
Employer on any voluntary non-deductible Employee
Contributions.

4.04  Limit on Matching Contributions and Employee
Contributions:

   (a) The Average Contribution Percentage (hereinafter
   "ACP") for Participants who are Highly Compensated
   Employees for each Plan Year and the ACP for
   Participants who are Non-highly Compensated Employees
   for the same Plan Year must satisfy one of the following
   tests:
   
      (1) The ACP for Participants who are Highly
      Compensated Employees for the Plan Year shall not
      exceed the ACP for Participants who are Non-highly
      Compensated Employees for the same Plan Year
      multiplied by 1.25; or

       (2)       The ACP for Participants who are Highly
      Compensated Employees for the Plan Year shall not
      exceed the ACP for Participants who are Non-highly
      Compensated Employees for the same Plan Year
      multiplied by two (2), provided that the ACP for
      Participants who are Highly Compensated Employees
      does not exceed the ACP for Participants who are Non-
      highly Compensated Employees by more than two (2)
      percentage points.

   (b)  The following special rules apply for purposes of
   this section:
   
     (1) If one or more Highly Compensated Employees
      participate in both a qualified cash or deferred
      arrangement described in Section 401(k) of the Code
      (hereafter "CODA") and a plan subject to the ACP test
      maintained by the Employer and the sum of the ADP and
      ACP of those Highly Compensated Employees subject to
      either or both tests exceeds the Aggregate Limit,
      then the ACP of those Highly Compensated Employees
      who also participate in a CODA will be reduced
      (beginning with such Highly Compensated Employee
      whose ACP is the highest) so that the limit is not
      exceeded.  The amount by which each Highly
      Compensated Employee's Contribution Percentage
      Amounts is reduced shall be treated as an Excess
      Aggregate Contribution.  The ADP and ACP of the
      Highly Compensated Employees are determined after any
      corrections required to meet the ADP and ACP tests.
      Multiple use does not occur if either the ADP or ACP
      of the Highly Compensated Employees does not exceed
      1.25 multiplied by the ADP and ACP of the Non-highly
      Compensated Employees.
   
     (2) For purposes of this section, the Contribution
      Percentage for any Participant who is a Highly
      Compensated Employee and who is eligible to have
      Contribution Percentage Amounts allocated to his or
      her account under two or more plans described in
      section 401(a) of the Code, or arrangements described
      in section 401(k) of the Code that are maintained by
      the Employer, shall be determined as if the total of
      such Contribution Percentage Amounts was made under
      each plan.  If a Highly Compensated Employee
      participates in two or more cash or deferred
      arrangements that have different plan years, all cash
      or deferred arrangements ending with or within the
      same calendar year shall be treated as a single
      arrangement.  Notwithstanding the foregoing, certain
      plans shall be treated as separate if mandatorily
      disaggregated under regulations under Section 401(m)
      of the Code.
   
     (3) In the event that this Plan satisfies the
      requirements of Sections 401(m), 401(a)(4) or 410(b)
      of the Code only if aggregated with one or more other
      plans, or if one or more other plans satisfy the
      requirements of such sections of the Code only if
      aggregated with this Plan, then this section shall be
      applied by determining the Contribution Percentage of
      Employees as if all such plans were a single plan.
      For plan years beginning after December 31, 1989,
      plans may be aggregated in order to satisfy Section
      401(m) of the Code only if they have the same Plan
      Year.
   
     (4) For purposes of determining the Contribution
      percentage of a Participant who is a five-percent
      owner or one of the ten most highly-paid Highly
      Compensated Employees, the Contribution Percentage
      Amounts and Compensation of such Participant shall
      include the Contribution Percentage Amounts and
      Compensation for the Plan Year of family members (as
      defined in Section 414(q)(6) of the Code).  Family
      members, with respect to Highly Compensated
      Employees, shall be disregarded as separate Employees
      in determining the Contribution Percentage both for
      Participants who are Non-highly Compensated Employees
      and for Participants who are Highly Compensated
      Employees.
   
     (5) For purposes of determining the Contribution
      Percentage test, Employee Contributions made pursuant
      to Section 1.05(d)(1) are considered to have been
      made in the Plan Year in which contributed to the
      Trust.  Matching Contributions and Qualified
      Discretionary Contributions will be considered made
      for a Plan Year if made no later than the end of the
      twelve-month period beginning on the day after the
      close of the Plan Year.
   
     (6) The Employer shall maintain records sufficient to
      demonstrate satisfaction of the ACP test and the
      amount of Qualified Discretionary Contributions used
      in such test.
   
     (7) The determination and treatment of the
      Contribution Percentage of any Participant shall
      satisfy such other requirements as may be prescribed
      by the Secretary of Treasury.

   (c) The following definitions shall apply for purposes
   of this Section:
    
       (1)       "Aggregate Limit" shall mean the greater
      of (A) or (B) where (A) is the sum of (i) 125 percent
      of the greater of the ADP of the Non-highly
      Compensated Employees for the Plan Year or the ACP of
      Non-highly Compensated Employees under the Plan
      subject to Section 401(m) of the Code for the Plan
      Year beginning with or within the Plan Year of the
      CODA and (ii) the lesser of 200% or two plus the
      lesser of such ADP or ACP and where (B) is the sum of
      (i) 125 percent of the lesser of the ADP of the Non-
      highly Compensated Employees for the Plan Year or the
      ACP of Non-highly Compensated Employees under the
      Plan subject to Section 401(m) of the Code for the
      Plan Year beginning with or within the Plan Year of
      the CODA and (ii) the lesser of 200% or two plus the
      greater of such ADP or ACP.

       (2)       "Average Contribution Percentage" or "ACP"
      shall mean the average of the Contribution
      Percentages of the Eligible Participants in a group.

       (3)       "Contribution Percentage" shall mean the
      ratio (expressed as a percentage) of the
      Participant's Contribution Percentage Amounts to the
      Participant's Compensation for the Plan Year.

       (4)       "Contribution Percentage Amounts" shall
      mean the sum of the Employee Contributions and
      Matching Contributions made under the plan on behalf
      of the Participant for the Plan Year.  Such
      Contribution Percentage Amounts shall not include
      Matching Contributions that are forfeited either to
      correct Excess Aggregate Contributions or because the
      contributions to which they relate are Excess
      Deferrals, Excess Contributions or Excess Aggregate
      Contributions.  If so elected by the Employer in
      Section 1.05(b)(4), the Employer may include
      Qualified Discretionary Contributions in the
      Contribution Percentage Amounts.  The Employer also
      may elect to use Deferral Contributions in the
      Contribution Percentage Amounts so long as the ADP
      test is met before the Deferral Contributions are
      used in the ACP test and continues to be met
      following the exclusion of those Deferral
      Contributions that are used to meet the ACP test.

       (5)       "Deferral Contribution" shall mean any
      contribution made at the election of the Participant
      pursuant to a salary reduction agreement in
      accordance with Section 4.01(a).

       (6)       "Eligible Participant" shall mean any
      Employee who is eligible to make an Employee
      Contribution, or a Deferral Contribution (if the
      Employer takes such contributions into account in the
      calculation of the Contribution Percentage), or to
      receive a Matching Contribution.

       (7)       "Employee Contribution" shall mean any
      voluntary non-deductible contribution made to the
      plan by or on behalf of a Participant that is
      included in the Participant's gross income in the
      year in which made and that is maintained in a
      separate Account to which earnings and losses are
      allocated.

       (8)       "Matching Contribution" shall mean an
      Employer contribution made to this or any other
      defined contribution plan on behalf of a Participant
      on account of a Participant's Deferral Contribution.

       (9)       "Excess Aggregate Contributions" shall
      mean, with respect to any Plan Year, the excess of

            (A)  The aggregate Contribution Percentage
        Amounts taken into account in computing the
        numerator of the Contribution Percentage actually
        made on behalf of Highly Compensated Employees for
        such Plan Year, over

            (B)  The maximum Contribution Percentage
        Amounts permitted by the ACP test (determined by
        reducing contributions made on behalf of Highly
        Compensated Employees in the order of their
        Contribution Percentages beginning with the highest
        of such percentages).

                      Such determination shall be made
        after first determining Excess Deferrals pursuant
        to Section 4.01 and then determining Excess
        Contributions pursuant to Section 4.02.

   (d) Notwithstanding any other provision of the Plan,
   Excess Aggregate Contributions, plus any income and
   minus any loss allocable thereto, shall be forfeited, if
   forfeitable, or if not forfeitable, distributed no later
   than the last day of each Plan Year to Participants to
   whose Accounts such Excess Aggregate Contributions were
   allocated for the preceding Plan Year.  Excess Aggregate
   Contributions of Participants who are subject to the
   family member aggregation rules of Section 414(q)(6) of
   the Code shall be allocated among the family members in
   proportion to the Employee and Matching Contributions of
   each family member that is combined to determine the
   combined ACP.  If such Excess Aggregate Contributions
   are distributed more than 2 1/2 months after the last
   day of the Plan Year in which such excess amounts arose,
   a ten (10) percent excise tax will be imposed on the
   employer maintaining the Plan with respect to those
   amounts.  Excess Aggregate Contributions shall be
   treated as annual additions under the Plan.
   
     Excess Aggregate Contributions shall be adjusted for
   any income or loss up to the date of distribution.  The
   income or loss allocable to Excess Aggregate
   Contributions is (1) income or loss allocable to the
   Participant's Employee Contribution Account, Matching
   Contribution Account (if any, and if all amounts therein
   are not used in the ADP test) and if applicable,
   Qualified Non-elective Contribution Account for the Plan
   Year multiplied by a fraction, the numerator of which is
   such Participant's Excess Aggregate Contributions for
   the year and the denominator is the Participant's
   Account balance(s) attributable to Contribution
   Percentage Amounts without regard to income or loss
   occurring during such Plan Year, or (2) such other
   amount determined under any reasonable method, provided
   that such method is used consistently for all
   Participants in calculating any distributions required
   under Section 4.04(d) and Sections 4.01(c) and 4.02(d)
   for the Plan Year, and is used by the Plan in allocating
   income or loss to the Participants' Accounts.  Income or
   loss allocable to the period between the end of the Plan
   Year and the date of distribution shall be disregarded
   in determining income or loss.
   
     Forfeitures of Excess Aggregate Contributions shall be
   applied to reduce Employer contributions; the
   forfeitures shall be held in the money market fund, if
   any, listed in Section 1.14(b) pending such application.
   
     Excess Aggregate Contributions shall be forfeited, if
   forfeitable, or distributed on a prorata basis from the
   Participant's Employee Contribution Account, Matching
   Contribution Account and if applicable, the
   Participant's Deferral Contributions Account or
   Qualified Discretionary Contribution Account or both.
   
4.05.  Special Rules.  Deferral Contributions and Qualified
Discretionary Contributions and income allocable to each are
not distributable to a Participant or his or her Beneficiary
or Beneficiaries, in accordance with such Participant's or
beneficiary's or beneficiaries' election, earlier than upon
separation from service, death, or disability, except as
otherwise provided in Section 7.10, 7.11 or 10.06.  Such
amounts may also be distributed, but after March 31, 1988,
in the form of a lump sum only, upon

       (a)   Termination of the Plan without establishment
   of another defined contribution plan, other than an
   employee stock ownership plan (as defined in Section
   4975(e) or Section 409 of the Code) or a simplified
   employee pension plan as defined in Section 408(k) of
   the Code.
   
       (b)   The disposition by a corporation to an
   unrelated corporation of substantially all of the assets
   (within the meaning of Section 409(d)(2) of the Code)
   used in a trade or business of such corporation if such
   corporation continues to maintain this Plan after the
   disposition, but only with respect to Employees who
   continue employment with the corporation acquiring such
   assets.
   
       (c)   The disposition by a corporation to an
   unrelated entity of such corporation's interest in a
   subsidiary (within the meaning of Section 409(d)(2) of
   the Code) if such corporation continues to maintain this
   Plan, but only with respect to Employees who continue
   employment with such subsidiary.

    The Participant's accrued benefit derived from Deferral
Contributions, Qualified Discretionary Contributions and
Employee Contributions (as defined in Section 4.09) is
nonforfeitable.  Separate Accounts for Deferral
Contributions, Qualified Discretionary Contributions,
Employee Contributions and Matching Contributions will be
maintained for each Participant.  Each Account will be
credited with the applicable contributions and earnings
thereon.


4.06.  Fixed/Discretionary Employer Contributions.  If so
provided by the Employer in Sections 1.05(a)(1) or
1.05(a)(2), for the Plan Year in which the Plan is adopted
and for each Plan Year thereafter, the Employer will make
Fixed or Discretionary Employer contributions to the Trust
in accordance with Section 1.05 to be allocated as follows:

        (a)  Fixed Employer contributions shall be
   allocated among eligible Participants (as determined in
   accordance with Section 1.05(a)(3)) in the manner
   specified in Section 1.05(a).
   
        (b)  Discretionary Employer contributions shall be
   allocated among eligible Participants, as determined in
   accordance with Section 1.05(a)(3), as follows:
   
              (1)If the Non-Integrated Formula is elected
              in Section 1.05(a)(2)(A), such contributions
              shall be allocated to eligible Participants
              in the ratio that each Participant's
              Compensation bears to the total Compensation
              paid to all eligible Participants for the
              Plan Year; or
   
             (2) If the Integrated Formula is elected in
   Section            1.05(a)(2)(B), such contributions
   shall be allocated in              the following steps:

                (A)   First, to each eligible Participant
                in the same ratio that the sum of the
                Participant's Compensation and Excess
                Compensation for the Plan Year bears to the
                sum of the Compensation and Excess
                Compensation of all Participants for the
                Plan Year.  This allocation as a percentage
                of the sum of each Participant's
                Compensation and Excess Compensation shall
                not exceed 5.7%.
                
                (B)   Any remaining Discretionary Employer
                Contribution shall be allocated to each
                eligible Participant in the same ratio that
                each Participant's Compensation for the
                Plan Year bears to the total Compensation
                of all Participants for the Plan Year.
                
             For purposes of this Section, "Excess
             Compensation" means Compensation in excess of
             the taxable wage base, as determined under
             Section 230 of the Social Security Act, in
             effect on the first day of the Plan Year.
             Further, this Section 4.06(b)(2) shall be
             modified as provided in Section 9.03 for years
             in which the Plan is top heavy under Article
             9.

4.07.  Time of Making Employer Contributions.  The Employer
will pay its contribution for each Plan Year not later than
the time prescribed by law for filing the Employer's federal
income tax return for the fiscal (or taxable) year with or
within which such Plan Year ends (including extensions
thereof).  The Trustee will have no authority to inquire
into the correctness of the amounts contributed and paid
over to the Trustee, to determine whether any contribution
is payable under this Article 4, or to enforce, by suit or
otherwise, the Employer's obligation, if any, to make a
contribution to the Trustee.

4.08.  Return of Employer Contributions.  The Trustee shall,
upon request by the Employer, return to the Employer the
amount (if any) determined under Section 14.22.  Such amount
shall be reduced by amounts attributable thereto which have
been credited to the Accounts of Participants who have since
received distributions from the Trust, except to the extent
such amounts continue to be credited to such Participants'
Accounts at the time the amount is returned to the Employer.
Such amount shall also be reduced by the losses of the Trust
attributable thereto, if and to the extent such losses
exceed the gains and income attributable thereto, but will
not be increased by the gains and income of the Trust
attributable thereto, if and to the extent such gains and
income exceed the losses attributable thereto.  In no event
will the return of a contribution hereunder cause the
balance of the individual Account of any Participant to be
reduced to less than the balance which would have been
credited to the Account had the mistaken amount not been
contributed.

4.09.  Employee Contributions.  If the Employer elected to
permit Deferral Contributions in Section 1.05(b) and if so
provided by the Employer in Section 1.05(d), each
Participant may elect to make Employee Contributions to the
Plan in accordance with the rules and procedures established
by the Employer and in an amount not less than one percent
(1%) and not greater than ten percent (10%) of such
Participant's Compensation for the Plan Year.  Such
contributions and all Employee Contributions for Plan Years
beginning after December 31, 1986, shall be subject to the
nondiscrimination requirements of Section 401(m) of the Code
as set forth in Section 4.04.

    For purposes of this Plan, "Employee Contributions"
shall mean any voluntary non-deductible contribution made to
a plan by or on behalf of a Participant that is or was
included in the Participant's gross income in the year in
which made and that is maintained under a separate account
to which applicable earnings and losses are allocated.
Excess Contributions may not be recharacterized as Employee
Contributions.

    Employee Contributions shall be paid over to the Trustee
not later than thirty (30) days following the end of the
month in which the Participant makes the contribution.  A
Participant shall have a fully vested 100% nonforfeitable
right to his Employee Contributions and the earnings or
losses allocated thereon.  Distributions of Employee
Contributions shall be made in accordance with Section 7.10.

4.10.  Rollover Contributions.

    (a) Rollover of Eligible Rollover Distributions

       (1)          An Employee who is or was a distributee
      of an "eligible rollover distribution"(as defined in
      Section 402(c)(4) of the Code and the regulations
      issued thereunder) from a qualified plan may directly
      transfer all or any portion of such distribution to
      the Trust or transfer all or any portion of such
      distribution to the Trust within sixty (60) days of
      payment.  The transfer shall be made in the form of
      cash or allowable Fund Shares only.

       (2)          The Employer may refuse to accept
      rollover contributions or instruct the Trustee not to
      accept rollover contributions under the Plan.

   (b) Treatment of Rollover Amount.
    
       (1)          An account will be established for the
      transferring Employee under Article 5, the rollover
      amount will be credited to the account and such
      amount will be subject to the terms of the Plan,
      including Section 8.01, except as otherwise provided
      in this Section 4.10.

      (2) The rollover account will at all times be fully
      vested in and nonforfeitable by the Employee.

   (c) Entry into Plan by Transferring Employee.  Although
   an amount may be transferred to the Trust Fund under
   this Section 4.10 by an Employee who has not yet become
   a Participant in accordance with Article 3, and such
   amount is subject to the terms of the Plan as described
   in paragraph (b) above, the Employee will not become a
   Participant entitled to share in Employer contributions
   until he has satisfied such requirements.
    
   (d) Monitoring of Rollovers.

        (1)      The Administrator shall develop such
      procedures and require such information from
      transferring Employees as it deems necessary to
      insure that amounts transferred under this Section
      4.10 meet the requirements for tax-free rollovers
      established by such Section and by Section 402(c) of
      the Code.  No such amount may be transferred until
      approved by the Administrator.

        (2)      If a transfer made under this Section 4.10
      is later determined by the Administrator not to have
      met the requirements of this Section or of the Code
      or Treasury regulations, the Trustee shall, within a
      reasonable time after such determination is made, and
      on instructions from the Administrator, distribute to
      the Employee the amounts then held in the Trust
      attributable to the transferred amount.

4.11.  Deductible Voluntary Employee Contributions.  The
Administrator will not accept deductible Employee
Contributions which are made for a taxable year beginning
after December 31, 1986.  Contributions made prior to that
date will be maintained in a separate Account which will be
nonforfeitable at all times and which will share in the
gains and losses of the trust in the same manner as
described in Section 5.02.  No part of the deductible
voluntary contribution Account will be used to purchase life
insurance.  Subject to Article 8, the Participant may
withdraw any part of the deductible voluntary contribution
Account upon request.

4.12.  Additional Rules for Paired Plans.  If the Employer
has adopted a qualified plan under Fidelity Basic Plan
Document No. 09 which is to be considered as a paired plan
with this Plan, the elections in Section 1.03 must be
identical to the Employer's corresponding elections for the
other plan.  When the paired plans are top-heavy or are
deemed to be top-heavy as provided in Section 9.01, the plan
paired with this Plan will provide a minimum contribution to
each non-key Employee which is equal to 3 percent (or such
other percent elected by the Employer in Section 1.12(c)) of
such Employee's Compensation.  Notwithstanding the preceding
sentence, the minimum contribution shall be provided by this
Plan if contributions under the other plan paired with this
Plan are frozen.


Article 5.  Participants' Accounts.

5.01.  Individual Accounts.  The Administrator will
establish and maintain an Account for each Participant which
will reflect Employer and Employee Contributions made on
behalf of the Participant and earnings, expenses, gains and
losses attributable thereto, and investments made with
amounts in the Participant's Account.  The Administrator
will establish and maintain such other accounts and records
as it decides in its discretion to be reasonably required or
appropriate in order to discharge its duties under the Plan.

5.02.  Valuation of Accounts.  Participant Accounts will be
valued at their fair market value at least annually as of a
date specified by the Administrator in accordance with a
method consistently followed and uniformly applied, and on
such date earnings, expenses, gains and losses on
investments made with amounts in each Participant's Account
will be allocated to such Account.  Participants will be
furnished statements of their Account values at least once
each Plan Year.

5.03.  Code Section 415 Limitations.  Notwithstanding any
other provisions of the Plan:

    Subsections (a)(1) through (a)(4)--(These subsections
apply to Employers who do not maintain any qualified plan,
including a Welfare Benefit Fund, an Individual Medical
Account, or a simplified employee pension in addition to
this Plan.)

    (a)(1)  If the Participant does not participate in, and
    has never participated in any other qualified plan,
    Welfare Benefit Fund, Individual Medical Account, or a
    simplified employee pension, as defined in section
    408(k) of the Code, maintained by the Employer, which
    provides an annual addition as defined in Section
    5.03(e)(1), the amount of Annual Additions to a
    Participant's Account for a Limitation Year shall not
    exceed the lesser of the Maximum Permissible Amount or
    any other limitation contained in this Plan.  If the
    Employer contribution that would otherwise be
    contributed or allocated to the Participant's Account
    would cause the Annual Additions for the Limitation Year
    to exceed the Maximum Permissible Amount, the amount
    contributed or allocated will be reduced so that the
    Annual Additions for the Limitation Year will equal the
    Maximum Permissible Amount.
    
    (a)(2)  Prior to the determination of the Participant's
    actual Compensation for a Limitation Year, the Maximum
    Permissible Amount may be determined on the basis of a
    reasonable estimation of the Participant's compensation
    for such Limitation Year, uniformly determined for all
    Participants similarly situated.  Any Employer
    contributions based on estimated annual compensation
    shall be reduced by any Excess Amounts carried over from
    prior years.
    
    (a)(3)  As soon as is administratively feasible after
    the end of the Limitation Year, the Maximum Permissible
    Amount for such Limitation Year shall be determined on
    the basis of the Participant's actual Compensation for
    such Limitation Year.
    
    (a)(4)  If, pursuant to subsection (a)(3) or as a result
    of the allocation of forfeitures or a reasonable error
    in determining the total Elective Deferrals there is an
    Excess Amount with respect to a Participant for a
    Limitation Year, such Excess Amount shall be disposed of
    as follows:
    
       (A)  Any nondeductible voluntary employee
    contributions ("employee contributions") or Elective
    Deferrals, to the extent they would reduce the Excess
    Amount, will be returned to the Participant.  Any gains
    attributable to returned employee contributions will
    also be returned or will be treated as additional
    employee contributions for the Limitation Year in which
    the employee contributions were made.

       (B)  If after the application of paragraph (A) an
    Excess amount still exists and the Participant is in the
    service of the Employer which is covered by the Plan at
    the end of the Limitation Year, then such Excess Amount
    shall be reapplied to reduce future Employer
    contributions under this Plan for the next Limitation
    Year (and for each succeeding year, as necessary) for
    such Participant, so that in each such Year the sum of
    actual Employer contributions plus the reapplied amount
    shall equal the amount of Employer contributions which
    would otherwise be made to such Participant's Account.

       (C)  If after the application of paragraph (A) an
    Excess Amount still exists and the Participant is not in
    the service of the Employer which is covered by the Plan
    at the end of a Limitation Year, then such Excess Amount
    will be held unallocated in a suspense account.  The
    suspense account will be applied to reduce future
    Employer contributions for all remaining Participants in
    the next Limitation Year and each succeeding Limitation
    Year if necessary.

       (D)  If a suspense account is in existence at any
    time during the Limitation Year pursuant to this
    subsection, it will not participate in the allocation of
    the Trust Fund's investment gains and losses.  All
    amounts in the suspense account must be allocated to the
    Accounts of Participants before any Employer
    contribution may be made for the Limitation Year.
    Except as provided in paragraph (A), Excess Amounts may
    not be distributed to Participants or former
    Participants.

    Subsections (b)(1) through (b)(6)--(These subsections
apply to Employers who, in addition to this Plan, maintain
one or more plans, all of which are qualified Master or
Prototype defined contribution Plans, any Welfare Benefit
Fund, any Individual Medical Account, or any simplified
employee pension.)

    (b)(1)  If, in addition to this Plan, the Participant is
    covered under any other qualified defined contribution
    plans (all of which are qualified Master or Prototype
    Plans), Welfare Benefit Funds, Individual Medical
    Accounts, or simplified employee pension Plans,
    maintained by the Employer, that provide an annual
    addition as defined in Section 5.03(e)(1), the amount of
    Annual Additions to a Participant's Account for a
    Limitation Year shall not exceed the lesser of
    
       (A)  the Maximum Permissible Amount, reduced by the
    sum of any Annual Additions to the Participant's
    accounts for the same Limitation Year under such other
    qualified Master or Prototype defined contribution
    plans, and Welfare Benefit Funds, Individual Medical
    Accounts, and simplified employee pensions, or

       (B)  any other limitation contained in this Plan.

    If the annual additions with respect to the Participant
    under other qualified Master or Prototype defined
    contribution Plans, Welfare Benefit Funds, Individual
    Medical Accounts, and simplified employee pensions
    maintained by the Employer are less than the maximum
    permissible amount and the Employer contribution that
    would otherwise be contributed or allocated to the
    Participant's account under this plan would cause the
    annual additions for the limitation year to exceed this
    limitation, the amount contributed or allocated will be
    reduced so that the annual additions under all such
    plans and funds for the limitation year will equal the
    maximum permissible amount.  If the annual additions
    with respect to the Participant under such other
    qualified Master or Prototype defined contribution
    Plans, Welfare Benefit Funds, Individual Medical
    Accounts, and simplified employee pensions in the
    aggregate are equal to or greater than the maximum
    permissible amount, no amount will be contributed or
    allocated to the Participant's account under this plan
    for the limitation year.
    
    (b)(2)  Prior to the determination of the Participant's
    actual Compensation for the Limitation Year, the amounts
    referred to in (b)(1)(A) above may be determined on the
    basis of a reasonable estimation of the Participant's
    compensation for such Limitation Year, uniformly
    determined for all Participants similarly situated.  Any
    Employer contribution based on estimated annual
    compensation shall be reduced by any Excess Amounts
    carried over from prior years.
    
    (b)(3)  As soon as is administratively feasible after
    the end of the Limitation Year, the amounts referred to
    in (b)(1)(A) shall be determined on the basis of the
    Participant's actual Compensation for such Limitation
    Year.
    
    (b)(4)  If a Participant's Annual Additions under this
    Plan and all such other plans result in an Excess
    Amount, such Excess Amount shall be deemed to consist of
    the Annual Additions last allocated, except that Annual
    Additions attributable to a simplified employee pension
    will be deemed to have been allocated first, followed by
    Annual Additions to a Welfare Benefit Fund or Individual
    Medical Account regardless of the actual allocation
    date.
    
    (b)(5)  If an Excess Amount was allocated to a
    Participant on an allocation date of this Plan which
    coincides with an allocation date of another plan, the
    Excess Amount attributed to this Plan will be the
    product of
    
       (A)  the total Excess Amount allocated as of such
       date (including any amount which would have been
       allocated but for the limitations of Section 415 of
       the Code), and
       
       (B)  the ratio of (i) the Annual Additions allocated
       to the Participant as of such date under this Plan,
       and (ii) the Annual Additions allocated as of such
       date under all qualified defined contribution plans
       (determined without regard to the limitations of
       Section 415 of the Code).
       
    (b)(6)  Any Excess Amounts attributed to this Plan shall
    be disposed of as provided in subsection (a)(4).
    
    Subsection (c)--(This subsection applies only to
Employers who, in addition to this Plan, maintain one or
more qualified plans which are qualified defined
contribution plans other than Master or Prototype Plans.)

   (c)  If the Employer also maintains another plan which
   is a qualified defined contribution plan other than a
   Master or Prototype Plan, Annual Additions allocated
   under this Plan on behalf of any Participant shall be
   limited in accordance with the provisions of (b)(1)
   through (b)(6), as though the other plan were a Master
   or Prototype Plan, unless the Employer provides other
   limitations in the Adoption Agreement.
    
    Subsection (d)--(This subsection applies only to
Employers who, in addition to this Plan, maintain or at any
time maintained a qualified defined benefit plan.)

   (d) If the Employer maintains, or at any time
   maintained, a qualified defined benefit plan, the sum of
   any Participant's Defined Benefit Fraction and Defined
   Contribution Fraction shall not exceed the combined plan
   limitation of 1.0 in any Limitation Year.  The combined
   plan limitation will be met as provided by the Employer
   in the Adoption Agreement.
    
    Subsections (e)(1) through (e)(11)--(Definitions.)

    (e)(1)  "Annual Additions" means the sum of the
    following amounts credited to a Participant for a
    Limitation Year:
    
       (A)  all Employer contributions,

       (B)  all Employee Contributions,

       (C)  all forfeitures,

       (D)  amounts allocated, after March 31, 1984, to an
       Individual Medical Account which is part of a
       pension or annuity plan maintained by the Employer
       are  treated as Annual Additions to a defined
       contribution plan.  Also, amounts derived from
       contributions paid or accrued after December 31,
       1985, in taxable years ending after such date, which
       are attributable to post-retirement medical benefits
       allocated to the separate account of a key employee,
       as defined in Section 419A(d)(3) of the Code, under
       a Welfare Benefit Fund maintained by the Employer
       are treated as Annual Additions to a defined
       contribution plan, and
    
       (E)  allocations under a simplified employee
       pension.
    
       For purposes of this Section 5.03, amounts reapplied
    to reduce Employer contributions under subsection (a)(4)
    shall also be included as Annual Additions.
    
    (e)(2)  "Compensation" means wages as defined in Section
    3401(a) of the Code and all other payments of
    compensation to an employee by the employer (in the
    course of the employer's trade or business) for which
    the employer is required to furnish the employee a
    written statement under Sections 6041(d) and 6051(a)(3)
    of the Code.  Compensation must be determined without
    regard to any rules under Section 3401(a) of the Code
    that limit the remuneration included in wages based on
    the nature or location of the employment or the services
    performed (such as the exception for agricultural labor
    in Section 3401(a)(2) of the Code.)
    
    For any Self-Employed Individual compensation will mean
    Earned Income.
    
    For limitation years beginning after December 31, 1991,
    for purposes of applying the limitations of this
    article, compensation for a limitation year is the
    compensation actually paid or made available during such
    limitation year.
    
    
    (e)(3)  "Defined Benefit Fraction" means a fraction, the
    numerator of which is the sum of the Participant's
    annual benefits (adjusted to an actuarially equivalent
    straight life annuity if such benefit is expressed in a
    form other than a straight life annuity or qualified
    joint and survivor annuity) under all the defined
    benefit plans (whether or not terminated) maintained by
    the Employer, each such annual benefit computed on the
    assumptions that the Participant will remain in
    employment until the normal retirement age under each
    such plan (or the Participant's current age, if later)
    and that all other factors used to determine benefits
    under such plan will remain constant for all future
    Limitation Years, and the denominator of which is the
    lesser of 125 percent of the dollar limitation
    determined for the Limitation Year under Sections
    415(b)(1)(A) and 415(d) of the Code or 140 percent of
    the Participant's highest average Compensation for 3
    consecutive calendar years of service during which the
    Participant was active in each such plan, including any
    adjustments under Section 415(b) of the Code.  However,
    if the Participant was a participant as of the first day
    of the first Limitation Year beginning after December
    31, 1986, in one or more defined benefit plans
    maintained by the Employer which were in existence on
    May 6, 1986 then the denominator of the Defined Benefit
    Fraction shall not be less than 125 percent of the
    Participant's total accrued benefit as of the close of
    the last Limitation Year beginning before January 1,
    1987, disregarding any changes in the terms and
    conditions of the plan after May 5, 1986, under all such
    defined benefit plans that met, individually and in the
    aggregate, the requirements of Section 415 of the Code
    for all Limitation Years beginning before January 1,
    1987.
    
    (e)(4)  "Defined Contribution Fraction" means a
    fraction, the numerator of which is the sum for the
    current and all prior Limitation Years of (A)  all
    Annual Additions (if any) to the Participant's accounts
    under each defined contribution plan (whether or not
    terminated) maintained by the Employer and (B)  all
    Annual Additions attributable to the Participant's
    nondeductible Employee Contributions to all defined
    benefit plans (whether or not terminated) maintained by
    the Employer, and the Participant's Annual Additions
    attributable to all Welfare Benefit Funds, Individual
    Medical Accounts, and simplified employee pensions,
    maintained by the Employer, and the denominator of which
    is the sum of the maximum aggregate amounts for the
    current and all prior Limitation Years during which the
    Participant was an Employee (regardless of whether the
    Employer maintained a defined contribution plan in any
    such year).
    
       The maximum aggregate amount in any Limitation Year
    is the lesser of 125 percent of the dollar limitation in
    effect under Section 415(c)(1)(A) of the Code for each
    such year or 35 percent of the Participant's
    Compensation for each such year.
    
      If the Participant was a participant as of the first
   day of the first Limitation Year beginning after
   December 31, 1986, in one or more defined contribution
   plans maintained by the Employer which were in existence
   on May 6, 1986, then the numerator of the Defined
   Contribution Fraction shall be adjusted if the sum of
   this fraction and the Defined Benefit Fraction would
   otherwise exceed 1.0 under the terms of this Plan.
   Under the adjustment an amount equal to the product of
   (i) the excess of the sum of the fractions over 1.0 and
   (ii) the denominator of this fraction will be
   permanently subtracted from the numerator of this
   fraction.  The adjustment is calculated using the
   fractions as they would be computed as of the end of the
   last Limitation Year beginning before January 1, 1987,
   and disregarding any changes in the terms and conditions
   of the plan made after May 6, 1986, but using the
   Section 415 limitation applicable to the first
   Limitation Year beginning on or after January 1, 1987.
   
      The annual addition for any limitation year beginning
   before January 1, 1987 shall not be recomputed to treat
   all employee contributions as annual additions.
   
    (e)(5)  "Employer" means the Employer and any Related
    Employer that adopts this Plan.  In the case of a group
    of employers which constitutes a controlled group of
    corporations (as defined in Section 414(b) of the Code
    as modified by Section 415(h)) or which constitutes
    trades or businesses (whether or not incorporated) which
    are under common control (as defined in Section 414(c)
    of the Code as modified by Section 415(h) of the Code)
    or which constitutes an affiliated service group (as
    defined in Section 414(m)of the Code) and any other
    entity required to be aggregated with the Employer
    pursuant to regulations issued under Section 414(o) of
    the Code, all such employers shall be considered a
    single employer for purposes of applying the limitations
    of this Section 5.03.
    
    (e)(6)  "Excess Amount" means the excess of the
    Participant's Annual Additions for the Limitation Year
    over the Maximum Permissible Amount.
    
    (e)(7)  "Individual Medical Account" means an individual
    medical account as defined in Section 415(l)(2) of the
    Code.
    
    (e)(8)  "Limitation Year" means the Plan Year.  All
    qualified plans of the Employer must use the same
    Limitation Year.  If the Limitation Year is amended to a
    different 12-consecutive month period, the new
    Limitation Year must begin on a date within the
    Limitation Year in which the amendment is made.
    
    (e)(9)  "Master or Prototype Plan" means a plan the form
    of which is the subject of a favorable opinion letter
    from the Internal Revenue Service.
    
    (e)(10)  "Maximum Permissible Amount" means for a
    Limitation Year with respect to any Participant the
    lesser of (A) $30,000 or, if greater, 25 percent of the
    dollar limitation set forth in Section 415(b)(1) of the
    Code, as in effect for the Limitation Year, or (B) 25
    percent of the Participant's Compensation for the
    Limitation Year.  If a short Limitation Year is created
    because of an amendment changing the Limitation Year to
    a different 12-consecutive-month period, the Maximum
    Permissible Amount will not exceed the limitation in
    (e)(10)(A) multiplied by a fraction whose numerator is
    the number of months in the short Limitation Year and
    whose denominator is 12.
    
      The compensation limitation referred to in subsection
   (e)(10)(B) shall not apply to any contribution for
   medical benefits within the meaning of Section 401(h) or
   Section 419A(f)(2) of the Code after separation from
   service which is otherwise treated as an Annual Addition
   under Section 419A(d)(2) or Section 415(l)(1) of the
   Code.
    
    (e)(11)  "Welfare Benefit Fund" means a welfare benefit
    fund as defined in Section 419(e) of the Code.


Article 6.  Investment of Contributions.

6.01.  Manner of Investment.  All contributions made to the
Accounts of Participants shall be held for investment by the
Trustee.  The Accounts of Participants shall be invested and
reinvested only in eligible investments selected by the
Employer in Section 1.14(b), subject to Section 14.10.

6.02.  Investment Decisions. Investments shall be directed
by the Employer or by each Participant or both, in
accordance with the Employer's election in Section 1.14(a).
Pursuant to Section 14.04, the Trustee shall have no
discretion or authority with respect to the investment of
the Trust Fund.

   (a)  With respect to those Participant Accounts for
   which Employer investment direction is elected, the
   Employer has the right to direct the Trustee in writing
   with respect to the investment and reinvestment of
   assets comprising the Trust Fund in the Fidelity Fund(s)
   designated in Section 1.14(b) and as allowed by the
   Trustee.

   (b) If Participant investment direction is elected, each
   Participant shall direct the investment of his Account
   among the Fidelity Funds listed in Section 1.14(b).  The
   Participant shall file initial investment instructions
   with the Administrator, on such form as the
   Administrator may provide, selecting the Funds in which
   amounts credited to his Account will be invested.
    
      (1) Except as provided in this Section 6.02, only
      authorized Plan contacts and the Participant shall
      have access to a Participant's Account.  While any
      balance remains in the Account of a Participant after
      his death, the Beneficiary of the Participant shall
      make decisions as to the investment of the Account as
      though the Beneficiary were the Participant.  To the
      extent required by a qualified domestic relations
      order as defined in Section 414(p) of the Code, an
      alternate payee shall make investment decisions with
      respect to a Participant's Account as though such
      alternate payee were the Participant.
      
      (2)    If the Trustee receives any contribution under
      the Plan as to which investment instructions have not
      been provided, the Trustee shall promptly notify the
      Administrator and the Administrator shall take steps
      to elicit instructions from the Participant.  The
      Trustee shall credit any such contribution to the
      Participant's Account and such amount shall be
      invested in the Fidelity Fund selected by the
      Employer for such purposes or, absent Employer
      selection, in the most conservative Fidelity Fund
      listed in Section 1.14(b), until investment
      instructions have been received by the Trustee.
      
   (c) All dividends, interest, gains and distributions of
   any nature received in respect of Fund Shares shall be
   reinvested in additional shares of that Fidelity Fund.
    
   
   (d)  Expenses attributable to the acquisition of
   investments shall be charged to the Account of the
   Participant for which such investment is made.
   
6.03.  Participant Directions to Trustee.  All Participant
initial investment instructions filed with the Administrator
pursuant to the provisions of Section 6.02 shall be promptly
transmitted by the Administrator to the Trustee.  A
Participant shall transmit subsequent investment
instructions directly to the Trustee by means of the
telephone exchange system maintained by the Trustee for such
purposes.  The method and frequency for change of
investments will be determined under the (a) rules
applicable to the investments selected by the Employer in
Section 1.14(b) and (b) the additional rules of the
Employer, if any, limiting the frequency of investment
changes, which are included in a separate written
administrative procedure adopted by the Employer and
accepted by the Trustee.  The Trustee shall have no duty to
inquire into the investment decisions of a Participant or to
advise him regarding the purchase, retention or sale of
assets credited to his Account.



Article 7.  Right to Benefits.

7.01.  Normal or Early Retirement.  Each Participant who
attains his Normal Retirement Age or, if so provided by the
Employer in Section 1.06(b), Early Retirement Age, will have
a 100-percent nonforfeitable  interest in his Account
regardless of any vesting schedule elected in Section 1.07.
If a Participant retires upon the attainment of Normal or
Early Retirement Age, such retirement is referred to as a
normal retirement.  Upon his normal retirement the balance
of the Participant's Account, plus any amounts thereafter
credited to his Account, subject to the provisions of
Section 7.08, will be distributed to him in accordance with
Article 8.

   If a Participant separates from service before satisfying
the age requirements for early retirement, but has satisfied
the service requirement, the Participant will be entitled to
elect an early retirement distribution upon satisfaction of
such age requirement.

7.02.  Late Retirement.  If a Participant continues in the
service of the Employer after attainment of Normal
Retirement Age, he will continue to have a 100-percent
nonforfeitable interest in his Account and will continue to
participate in the Plan until the date he establishes with
the Employer for his late retirement.  Until he retires, he
has a continuing election to receive all or any portion of
his Account.  Upon the earlier of his late retirement or the
distribution date required under Section 8.08, the balance
of his Account, plus any amounts thereafter credited to his
Account, subject to the provisions of Section 7.08, will be
distributed to him in accordance with Article 8 below.

7.03.  Disability Retirement.  If so provided by the
Employer in Section 1.06(c), a Participant who becomes
disabled will have a 100-percent nonforfeitable interest in
his Account, the balance of which Account, plus any amounts
thereafter credited to his Account, subject to the
provisions of Section 7.08, will be distributed to him in
accordance with Article 8 below.  A Participant is
considered disabled if he cannot engage in any substantial,
gainful activity because of a medically determinable
physical or mental impairment likely to result in death or
to be of a continuous period of not less than 12 months, and
terminates his employment with the Employer.  Such
termination of employment is referred to as a disability
retirement.  Determinations with respect to disability shall
be made by the Administrator who may rely on the criteria
set forth in Section 1.06(c) as evidence that the
Participant is disabled.

7.04.  Death.  Subject, if applicable, to Section 8.04, if a
Participant dies before the distribution of his Account has
commenced, or before such distribution has been completed,
his Account shall become 100 percent vested and his
designated Beneficiary or Beneficiaries will be entitled to
receive the balance or remaining balance of his Account,
plus any amounts thereafter credited to his Account, subject
to the provisions of Section 7.08.  Distribution to the
Beneficiary or Beneficiaries will be made in accordance with
Article 8.

    A Participant may designate a Beneficiary or
Beneficiaries, or change any prior designation of
Beneficiary or Beneficiaries by giving notice to the
Administrator on a form designated by the Administrator.  If
more than one person is designated as the Beneficiary, their
respective interests shall be as indicated on the
designation form.  In the case of a married Participant, the
Participant's spouse shall be deemed to be the designated
Beneficiary unless the Participant's spouse has consented to
another designation in the manner described in Section
8.03(d).

    A copy of the death notice or other sufficient
documentation must be filed with and approved by the
Administrator.  If upon the death of the Participant there
is, in the opinion of the Administrator, no designated
Beneficiary for part or all of the Participant's Account,
such amount will be paid to his surviving spouse or, if
none, to his estate (such spouse or estate shall be deemed
to be the Beneficiary for purposes of the Plan).  If a
Beneficiary dies after benefits to such Beneficiary have
commenced, but before they have been completed, and, in the
opinion of the Administrator, no person has been designated
to receive such remaining benefits, then such benefits shall
be paid in a lump sum to the deceased Beneficiary's estate.

7.05.  Other Termination of Employment.  If a Participant
terminates his employment for any reason other than death or
normal, late, or disability retirement, he will be entitled
to a termination benefit equal to the sum of (a) the vested
percentage(s) of the value of the Matching and/or
Fixed/Discretionary Contributions to his Account, as
adjusted for income, expense, gain, or loss, such
percentage(s) determined in accordance with the vesting
schedule(s) selected by the Employer in Section 1.07, and
(b) the value of the Deferral, Employee, Qualified
Discretionary and Rollover Contributions to his Account as
adjusted for income, expense, gain or loss.  The amount
payable under this Section 7.05 will be subject to the
provisions of Section 7.08 and will be distributed in
accordance with Article 8 below.

7.06.  Separate Account.  If a distribution from a
Participant's Account has been made to him at a time when he
has a nonforfeitable right to less than 100 percent of his
Account, the vesting schedule in Section 1.07 will
thereafter apply only to amounts in his Account attributable
to Employer contributions allocated after such distribution.
The balance of his Account immediately after such
distribution will be transferred to a separate account which
will be maintained for the purpose of determining his
interest therein according to the following provisions.

   At any relevant time prior to a forfeiture of any portion
thereof under Section 7.07, a Participant's nonforfeitable
interest in his Account held in a separate account described
in the preceding paragraph will be equal to P(AB + (RxD))-
(RxD), where P is the nonforfeitable percentage at the
relevant time determined under Section 7.05; AB is the
account balance of the separate account at the relevant
time; D is the amount of the distribution; and R is the
ratio of the account balance at the relevant time to the
account balance after distribution.  Following a forfeiture
of any portion of such separate account under Section 7.07
below, any balance in the Participant's separate account
will remain fully vested and nonforfeitable.

7.07.  Forfeitures.  If a Participant terminates his
employment, any portion of his Account (including any
amounts credited after his termination of employment) not
payable to him under Section 7.05 will be forfeited by him
upon the complete distribution to him of the vested portion
of his Account, if any, subject to the possibility  of
reinstatement as described in the following paragraph.  For
purposes of this paragraph, if the value of an Employee's
vested Account balance is zero, the Employee shall be deemed
to have received a distribution of his vested interest
immediately following termination of employment.  Such
forfeitures will be applied to reduce the contributions of
the Employer next payable under the Plan (or administrative
expenses of the Plan); the forfeitures shall be held in a
money market fund pending such application.

    If a Participant forfeits any portion of his Account
under the preceding paragraph but again becomes an Employee
after such date, then the amount so forfeited, without any
adjustment for the earnings, expenses, or losses or gains of
the assets credited to his Account since the date forfeited,
will be recredited to his Account (or to a separate account
as described in Section 7.06, if applicable) but only if he
repays to the Plan before the earlier of five years after
the date of his reemployment or the date he incurs 5
consecutive 1-year breaks in service following the date of
the distribution the amount previously distributed to him,
without interest, under Section 7.05.  If an Employee is
deemed to receive a distribution pursuant to this Section
7.07, and the Employee resumes employment before 5
consecutive 1-year breaks in service, the Employee shall be
deemed to have repaid such distribution on the date of his
reemployment.  Upon such an actual or deemed repayment, the
provisions of the Plan (including Section 7.06) will
thereafter apply as if no forfeiture had occurred.  The
amount to be recredited pursuant to this paragraph will be
derived first from the forfeitures, if any, which as of the
date of recrediting have yet to be applied as provided in
the preceding paragraph and, to the extent such forfeitures
are insufficient, from a special Employer contribution to be
made by the Employer.

    If a Participant elects not to receive the
nonforfeitable portion of his Account following his
termination of employment, the non-vested portion of his
Account shall be forfeited after the Participant has
incurred five consecutive 1-year breaks in service as
defined in Section 2.01(a)(33).

   No forfeitures will occur solely as a result of a
Participant's withdrawal of Employee contributions.

7.08.  Adjustment for Investment Experience.  If any
distribution under this Article 7 is not made in a single
payment, the amount retained by the Trustee after the
distribution will be subject to adjustment until distributed
to reflect the income and gain or loss on the investments in
which such amount is invested and any expenses properly
charged under the Plan and Trust to such amounts.

7.09.  Participant Loans.  If permitted under Section 1.09,
the Administrator shall allow Participants to apply for a
loan from the Plan, subject to the following:

   (a) Loan Application.  All Plan loans shall be
   administered by the Administrator.  Applications for
   loans shall be made to the Administrator on forms
   available from the Administrator.  Loans shall be made
   available to all Participants on a reasonably equivalent
   basis.  For this purpose, the term "Participant" means
   any Participant or Beneficiary, including an alternate
   payee under a qualified domestic relations order, as
   defined in Section 414(p) of the Code, who is a party-in-
   interest (as determined under ERISA Section 3(14)) with
   respect to the Plan except no loans will be made to (1)
   an Employee who makes a rollover contribution in
   accordance with Section 4.10 who has not satisfied the
   requirements of Section 3.01 or (2) a shareholder-
   employee or Owner-Employee.  For purposes of this
   requirement, a shareholder-employee means an employee or
   officer of an electing small business (Subchapter S)
   corporation who owns (or is considered as owning within
   the meaning of Section 318(a)(1) of the Code), on any
   day during the taxable year of such corporation, more
   than 5% of the outstanding stock of the corporation.
   
       A Participant with an existing loan may not apply
   for another loan until the existing loan is paid in full
   and may not refinance an existing loan or attain a
   second loan for the purpose of paying off the existing
   loan.  A Participant may not apply for more than one
   loan during each Plan Year.
   
   (b) Limitation of Loan Amount/Purpose of Loan.  Loans
   shall not be made available to Highly Compensated
   Employees in an amount greater than the amount made
   available to other Employees.  No loan to any
   Participant or Beneficiary can be made to the extent
   that such loan when added to the outstanding balance of
   all other loans to the Participant or Beneficiary would
   exceed the lesser of (1) $50,000 reduced by the excess
   (if any) of the highest outstanding balance of loans
   during the one-year period ending on the day before the
   loan is made over the outstanding balance of loans from
   the plan on the date the loan is made, or (2) one-half
   the present value of the nonforfeitable Account of the
   Participant.  For the purpose of the above limitation,
   all loans from all plans of the Employer and Related
   Employers are aggregated.  A Participant may not request
   a loan for less than $1,000.  The Employer may provide
   that loans only be made from certain contribution
   sources within Participant Account(s) by notifying the
   Trustee in writing of the restricted source.
   
       Loans may be made for any purpose or if elected by
   the Employer in Section 1.09(a), on account of hardship
   only.  A loan will be considered to be made on account
   of hardship only if made on account of an immediate and
   heavy financial need described in Section 7.10(b)(1).
   
   (c) Terms of Loan.  All loans shall bear a reasonable
   rate of interest as determined by the Administrator
   based on the prevailing interest rates charged by
   persons in the business of lending money for loans which
   would be made under similar circumstances.  The
   determination of a reasonable rate of interest must be
   based on appropriate regional factors unless the Plan is
   administered on a national basis in which case the
   Administrator may establish a uniform reasonable rate of
   interest applicable to all regions.
   
       All loans shall by their terms require that
   repayment (principal and interest) be amortized in level
   payments, not less than quarterly, over a period not
   extending beyond five years from the date of the loan
   unless such loan is for the purchase of a Participant's
   primary residence, in which case the repayment period
   may not extend beyond ten years from the date of the
   loan.  A Participant may prepay the outstanding loan
   balance prior to maturity without penalty.
   
   (d) Security.  Loans must be secured by the
   Participant's Accounts not to exceed 50 percent of the
   Participant's vested Account.  A Participant must obtain
   the consent of his or her spouse, if any, to use a
   Participant Account as security for the loan, if the
   provisions of Section 8.03 apply to the Participant.
   Spousal consent shall be obtained no earlier than the
   beginning of the 90-day period that ends on the date on
   which the loan is to be so secured.  The consent must be
   in writing, must acknowledge the effect of the loan, and
   must be witnessed by a Plan representative or notary
   public.  Such consent shall thereafter be binding with
   respect to the consenting spouse or any subsequent
   spouse with respect to that loan.
   
   (e) Default.  The Administrator shall treat a loan in
   default if
   
        (1)any scheduled repayment remains unpaid more than
   90 days or
        
        (2)there is an outstanding principal balance
        existing on a loan after the last scheduled
        repayment date.
        
       Upon default or termination of employment, the
   entire outstanding principal and accrued interest shall
   be immediately due and payable.  If a distributable
   event (as defined by the Code) has occurred, the
   Administrator shall direct the Trustee to foreclose on
   the promissory note and offset the Participant's vested
   Account by the outstanding balance of the loan.  If a
   distributable event has not occurred, the Administrator
   shall direct the Trustee to foreclose on the promissory
   note and offset the Participant's vested Account as soon
   as a distributable event occurs.
   
   (f) Pre-existing loans.  The provision in paragraph (a)
   of this Section 7.09 limiting a Participant to one
   outstanding loan shall not apply to loans made before
   the Employer adopted this prototype plan document.  A
   Participant may not apply for a new loan until all
   outstanding loans made before the Employer adopted this
   prototype plan have been paid in full.  The Trustee may
   accept any loans made before the Employer adopted this
   prototype plan document except such loans which require
   the Trustee to hold as security for the loan property
   other than the Participant's vested Account.
   
     As of the effective date of amendment of this Plan in
   Section 1.01(g)(2), the Trustee shall have the right to
   reamortize the outstanding principal balance of any
   Participant loan that is delinquent.  Such
   reamortization shall be based upon the remaining life of
   the loan and the original maturity date may not be
   extended.
   
     Notwithstanding any other provision of this Plan, the
   portion of the Participant's vested Account used as a
   security interest held by the plan by reason of a loan
   outstanding to the Participant shall be taken into
   account for purposes of determining the amount of the
   Account payable at the time of death or distribution,
   but only if the reduction is used as repayment of the
   loan.  If less than 100% of the Participant's vested
   Account (determined without regard to the preceding
   sentence) is payable to the surviving spouse, then the
   Account shall be adjusted by first reducing the vested
   Account by the amount of the security used as repayment
   of the loan, and then determining the benefit payable to
   the surviving spouse.
   
     No loan to any Participant or Beneficiary can be made
   to the extent that such loan when added to the
   outstanding balance of all other loans to the
   Participant or Beneficiary would exceed the lesser of
   (1) $50,000 reduced by the excess (if any) of the
   highest outstanding balance of loans during the one-year
   period ending on the day before the loan is made over
   the outstanding balance of loans from the plan on the
   date the loan is made or (2) one-half the present value
   of the nonforfeitable Account of the Participant.  For
   the purpose of the above limitation, all loans from all
   plans of the Employer and Related Employers are
   aggregated.
    
7.10.  In-Service/Hardship Withdrawals.  Subject to the
provisions of Article 8, a Participant shall not be
permitted to withdraw any Employer or Employee Contributions
(and earnings thereon) prior to retirement or termination of
employment, except as follows:

   (a)   Age 59 1/2.  If permitted under Section 1.11(b), a
Participant who has attained the age of 59 1/2 is permitted
to withdraw upon request all or any portion of the Accounts
specified by the Employer in 1.11(b).

   (b)   Hardship.  If permitted under Section 1.10, a
Participant may apply to the Administrator to withdraw some
or all of his Deferral Contributions (and earnings thereon
accrued as of December 31, 1988) and, if applicable,
Rollover Contributions and such other amounts allowed by a
predecessor plan, if such withdrawal is made on account of a
hardship.  For purposes of this Section, a distribution is
made on account of hardship if made on account of an
immediate and heavy financial need of the Employee where
such Employee lacks other available resources.
Determinations with respect to hardship shall be made by the
Administrator and shall be conclusive for purposes of the
Plan, and shall be based on the following special rules:
     
     (1)The following are the only financial needs
     considered immediate and heavy:  expenses incurred or
     necessary for medical care (within the meaning of
     Section 213(d) of the Code) of the Employee, the
     Employee's  spouse, children, or dependents; the
     purchase (excluding mortgage payments) of a principal
     residence for the Employee; payment of tuition and
     related educational fees for the next twelve (12)
     months of post-secondary education for the Employee,
     the Employee's spouse, children or dependents; or the
     need to prevent the eviction of the Employee from, or
     a foreclosure on the mortgage of, the Employee's
     principal residence.
     
     (2)A distribution will be considered as necessary to
     satisfy an immediate and heavy financial need of the
     Employee only if:
    
        (i)  The Employee has obtained all distributions,
        other    than the hardship distributions, and all
        nontaxable (at the  time of the loan) loans
        currently available under all plans     maintained
        by the Employer;
        
        (ii) The Employee suspends Deferral Contributions
        and Employee Contributions to the Plan for the 12-
        month period following the date of his hardship
        distribution.  The suspension must also apply to
        all elective contributions and Employee
        Contributions to all other qualified plans and non-
        qualified plans maintained by the Employer, other
        than any mandatory employer contribution portion of
        a defined benefit plan, including stock option,
        stock purchase and other similar plans, but not
        including health and welfare benefit plans (other
        than the cash or deferred arrangement portion of a
        cafeteria plan);
        
        (iii)    The distribution is not in excess of the
        amount of an
        immediate and heavy financial need (including
        amounts necessary to pay any Federal, state or
        local income taxes or penalties reasonably
        anticipated to result from the distribution); and
        
        (iv) The Employee agrees to limit Deferral
        Contributions (elective contributions)to the Plan
        and any other qualified plan maintained by the
        Employer for the Employee's taxable year
        immediately following the taxable year of the
        hardship distribution to the applicable limit under
        Section 402(g) of the Code for such taxable year
        less the amount of such Employee's Deferral
        Contributions for the taxable year of the hardship
        distribution.
      
      (3)A Participant must obtain the consent of his or
      her spouse, if any, to obtain a hardship withdrawal,
      if the provisions of Section 8.03 apply to the
      Participant.
    
    (c)  Employee Contributions.  A Participant may elect to
    withdraw, in cash, up to one hundred percent of the
    amount then credited to his Employee Contribution
    Account.  Such withdrawals shall be limited to one (1)
    per Plan Year unless this prototype plan document is an
    amendment of a prior plan document, in which case the
    rules and restrictions governing Employee Contribution
    withdrawals, if any, are incorporated herein by
    reference.
    
7.11.  Prior Plan In-Service Distribution Rules.  If
designated by the Employer in Section 1.11(b), a Participant
shall be entitled to withdraw at anytime prior to his
termination of employment, subject to the provisions of
Article 8 and the prior plan, any vested Employer
Contributions maintained in a Participant's Account for the
specified period of time.


Article 8.  Distribution of Benefits Payable After
Termination of Service.
        
8.01.  Distribution of Benefits to Participants and
Beneficiaries.

   (a) Distributions from the Trust to a Participant or to
   the Beneficiary of the Participant shall be made in a
   lump sum in cash or, if elected by the Employer in
   Section 1.11, under a systematic withdrawal plan
   (installment(s)) upon retirement, death, disability, or
   other termination of employment, unless another form of
   distribution is required or permitted in accordance with
   paragraph (d) of this Section 8.01 or Sections 1.11(c),
   8.02, 8.03, 8.04 or 11.02.  A distribution may be made
   in Fund Shares, at the election of the Participant,
   pursuant to the qualifying rollover of such distribution
   to a Fidelity Investments individual retirement account.
   

      (b) Distributions under a systematic withdrawal plan
   must be made in substantially equal annual, or more
   frequent, installments, in cash, over a period certain
   which does not extend beyond the life expectancy of the
   Participant or the joint life expectancies of the
   Participant and his Beneficiary, or, if the Participant
   dies prior to the commencement of his benefits the life
   expectancy of the Participant's Beneficiary, as further
   described in Section 8.04.

   (c) Notwithstanding the provisions of Section 8.01(b)
   above, if a Participant's Account is, and at the time of
   any prior distribution(s) was, $3,500 or less, the
   balance of such Account shall be distributed in a lump
   sum as soon as practicable following retirement,
   disability, death or other termination of employment.
   
   (d) This paragraph (d) applies to distributions made on
   or after January 1, 1993.  Notwithstanding any provision
   of the Plan to the contrary that would otherwise limit a
   distributee's election under this Article 8, a
   distributee may elect, at the time and in the manner
   prescribed by the Administrator, to have any portion of
   an eligible rollover distribution paid directly to an
   eligible retirement plan specified by the distributee in
   a direct rollover.  The following definitions shall
   apply for purposes of this paragraph (d):
   
      (1) Eligible rollover distribution:  An eligible
      rollover distribution is any distribution of all or
      any portion of the balance to the credit of the
      distributee, except that an eligible rollover
      distribution does not include:  any distribution that
      is one of a series of substantially equal periodic
      payments (not less frequently than annually) made for
      the life (or life expectancy) of the distributee or
      the joint lives (or joint life expectancies) of the
      distributee and the distributee's designated
      beneficiary, or for a specified period of ten years
      or more; any distribution to the extent such
      distribution is required under Section 401(a)(9) of
      the Code; and the portion of any distribution that is
      not includable in gross income (determined without
      regard to the exclusion for net unrealized
      appreciation with respect to employer securities).
      
      (2) Eligible retirement plan:  An eligible retirement
      plan is an individual retirement account described in
      Section 408(a) of the Code, an individual retirement
      annuity described in Section 408(b) of the Code, an
      annuity plan described in Section 403(a) of the Code,
      or a qualified trust described in Section 401(a) of
      the Code, that accepts the distributee's eligible
      rollover distribution.  However, in the case of an
      eligible rollover distribution to a surviving spouse,
      an eligible retirement plan is an individual
      retirement account or individual retirement annuity.
      
      (3) Distributee:  A distributee includes an Employee
      or former Employee.  In addition, the Employee's or
      former Employee's surviving spouse and the Employee's
      or former Employee's spouse or former spouse who is
      the alternate payee under a qualified domestic
      relations order, as defined in Section 414(p) of the
      Code, are distributees with regard to the interest of
      the spouse or former spouse.
      
      (4) Direct rollover:  A direct rollover is a payment
      by the plan to the eligible retirement plan specified
      by the distributee.
      
8.02.  Annuity Distributions.  If so provided in Section
1.11(c), a Participant may elect distributions made in whole
or in part in the form of an annuity contract subject to the
provisions of Section 8.03.

    (a) An annuity contract distributed under the Plan must
    be purchased from an insurance company and must be
    nontransferable.  The terms of an annuity contract shall
    comply with the requirements of the Plan and
    distributions under such contract shall be made in
    accordance with Section 401(a)(9) of the Code and the
    regulations thereunder.
    
    (b) The payment period of an annuity contract
    distributed to the Participant pursuant to this Section
    may be as long as the Participant lives.  If the annuity
    is payable to the Participant and his spouse or
    designated Beneficiary, the payment period of an annuity
    contract may be for as long as either the Participant or
    his spouse or designated Beneficiary lives.  Such an
    annuity may provide for an annuity certain feature for a
    period not exceeding the life expectancy of the
    Participant.  If the annuity is payable to the
    Participant and his spouse such period may not exceed
    the joint life and last survivor expectancy of the
    Participant and his spouse, or, if the annuity is
    payable to the Participant and a designated Beneficiary,
    the joint life and last survivor expectancy of the
    Participant and such Beneficiary.  If the Participant
    dies prior to the commencement of his benefits, the
    payment period of an annuity contract distributed to the
    Beneficiary of the Participant may be as long as the
    Participant's Beneficiary lives, and may provide for an
    annuity certain feature for a period not exceeding the
    life expectancy of the Beneficiary.  Any annuity
    contract distributed under the Plan must provide for
    nonincreasing payments.

8.03.  Joint and Survivor Annuities/Preretirement Survivor
Annuities.
   
   (a) Application.  The provisions of this Section
   supersede any conflicting provisions of the Plan;
   however, paragraph (b) of this Section shall not apply
   if the Participant's Account does not exceed or at the
   time of any prior distribution did not exceed $3,500.  A
   Participant is described in this Section only if (i) the
   Participant has elected distribution of his Account in
   the form of an Annuity Contract in accordance with
   Section 8.02, or (ii) the Trustee has directly or
   indirectly received a transfer of assets from another
   plan (including a predecessor plan) to which  Section
   401(a)(11) of the Code applies with respect to such
   Participant.
   
   (b) Retirement Annuity.  Unless the Participant elects
   to waive the application of this subsection in a manner
   satisfying the requirements of subsection (d) below, to
   the extent applicable to the Participant, within the 90-
   day period preceding his Annuity Starting Date (which
   election may be revoked, and if revoked, remade, at any
   time in such period), the vested Account due any
   Participant to whom this subsection (b) applies will be
   paid to him by the purchase and delivery to him of an
   annuity contract described in Section 8.02 providing a
   life annuity only form of benefit or, if the Participant
   is married as of his Annuity Starting Date, providing an
   immediate annuity for the life of the Participant with a
   survivor annuity for the life of the Participant's
   spouse (determined as of the date of distribution of the
   contract) which is 50 percent of the amount of the
   annuity which is payable during the joint lives of the
   Participant and such spouse.  The Participant may elect
   to receive distribution of his benefits in the form of
   such annuity as of the earliest date on which he could
   elect to receive retirement benefits under the Plan.
   Within the period beginning 90 days prior to the
   Participant's Annuity Starting Date and ending 30 days
   prior to such Date, the Administrator will provide such
   Participant with a written explanation of (1) the terms
   and conditions of the annuity contract described herein,
   (2) the Participant's
    to make, and the effect of, an election to waive
   application of this subsection, (3) the rights of the
   Participant's spouse under subsection (d), and (4) the
   right to revoke and the period of time necessary to
   revoke the election to waive application of this
   subsection.
   
   (c) Annuity Death Benefit.  Unless the Participant
   elects to waive the application of this subsection in a
   manner satisfying the requirements of subsection (d)
   below at any time within the applicable election period
   (which election may be revoked, and if revoked, remade,
   at any time in such period), if a married Participant to
   whom this Section applies dies before his Annuity
   Starting Date, then notwithstanding any designation of a
   Beneficiary to the contrary, 50 percent of his vested
   Account will be applied to purchase an annuity contract
   described in Section 8.02 providing an annuity for the
   life of the Participant's surviving spouse, which
   contract will then be promptly distributed to such
   spouse.  In lieu of the purchase of such an annuity
   contract, the spouse may elect in writing to receive
   distributions under the Plan as if he or she had been
   designated by the Participant as his Beneficiary with
   respect to 50 percent of his Account.  For purposes of
   this subsection, the applicable election period will
   commence on the first day of the Plan Year in which the
   Participant attains age 35 and will end on the date of
   the Participant's death, provided that in the case of a
   Participant who terminates his employment the applicable
   election period with respect to benefits accrued prior
   to the date of such termination will in no event
   commence later than the date of his termination of
   employment.  A Participant may elect to waive the
   application of this subsection prior to the Plan Year in
   which he attains age 35, provided that any such waiver
   will cease to be effective as of the first day of the
   Plan Year in which the Participant attains age 35.
   
     The Administrator will provide a Participant to whom
   this subsection applies with a written explanation with
   respect to the annuity death benefit described in this
   subsection (c) comparable to that required under
   subsection (b) above.  Such explanation shall be
   furnished within whichever of the following periods ends
   last:  (1) the period beginning with the first day of
   the Plan Year in which the Participant reaches age 32
   and ending with the end of the Plan Year preceding the
   Plan Year in which he reaches age 35, (2) a reasonable
   period ending after the Employee becomes a Participant,
   (3) a reasonable period ending after this Section 8.04
   first becomes applicable to the Participant in
   accordance with Section 8.04(a), (4) in the case of a
   Participant who separates from service before age 35, a
   reasonable period of time ending after separation from
   service.  For purposes of the preceding sentence, the
   two-year period beginning one year prior to the date of
   the event described in clause (2), (3) or (4), whichever
   is applicable, and ending one year after such date shall
   be considered reasonable, provided, that in the case of
   a Participant who separates from service under (4) above
   and subsequently recommences employment with the
   Employer, the applicable period for such Participant
   shall be redetermined in accordance with this
   subsection.
   
   (d) Requirements of Elections.  This subsection will be
   satisfied with respect to a waiver or designation which
   is required to satisfy this subsection if such waiver or
   designation is in writing and either
   
       (1)            the Participant's spouse consents
      thereto in writing, which consent must acknowledge
      the effect of such waiver or designation and be
      witnessed by a notary public or Plan representative,
      or

       (2)            the Participant establishes to the
      satisfaction of the Administrator that the consent of
      the Participant's spouse cannot be obtained because
      there is no spouse, because the spouse cannot be
      located, or because of such other circumstances as
      the Secretary of Treasury may prescribe.

          Any consent by a spouse, or establishment that
      the consent of a spouse may not be obtained, will be
      effective only with respect to a specific Beneficiary
      (including any class of Beneficiaries or any
      contingent Beneficiaries) or form of benefits
      identified in the Participant's waiver or
      designation, unless the consent of the spouse
      expressly permits designations by the Participant
      without any requirement of further consent by the
      spouse.  A consent which permits such designations by
      the Participant shall acknowledge that the spouse has
      the right to limit consent to a specific Beneficiary
      and form of benefits and that the spouse voluntarily
      elects to relinquish both such rights.  A consent by
      a spouse shall be irrevocable once made.  Any such
      consent, or establishment that such consent may not
      be obtained, will be effective only with respect to
      such spouse.  For purposes of subsections (b) and (c)
      above, no consent of a spouse shall be valid unless
      the notice required by whichever subsection is
      applicable has been provided to the Participant.

   (e)  Former Spouse.  For purposes of this Section 8.03,
   a former spouse of a Participant will be treated as the
   spouse or surviving spouse of the Participant, and a
   current spouse will not be so treated, to the extent
   required under a qualified domestic relations order, as
   defined in Section 414(p) of the Code.
   
   (f) Vested Account Balance.  For purposes of this
   Section, vested Account shall include the aggregate
   value of the Participant's vested Account derived from
   Employer and Employee Contributions (including
   rollovers), whether vested before or upon death.  The
   provisions of this Section shall apply to a Participant
   who is vested in amounts attributable to Employer
   contributions, Employee Contributions, or both, upon
   death or at the time of distribution.
   
8.04  Installment Distributions.  This Section shall be
interpreted and applied 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 Proposed Treasury Regulations, or any
successor regulations of similar import.

    (a) In General.  If a Participant's benefit may be
    distributed in accordance with Section 8.01(b), the
    amount to be distributed for each calendar year for
    which a minimum distribution is required shall be at
    least an amount equal to the quotient obtained by
    dividing the Participant's interest in his Account by
    the life expectancy of the Participant or Beneficiary or
    the joint life and last survivor expectancy of the
    Participant and his Beneficiary, whichever is
    applicable.  For calendar years beginning before January
    1, 1989, if a Participant's Beneficiary is not his
    spouse, the method of distribution selected must insure
    that at least 50 percent of the present value of the
    amount available for distribution is paid within the
    life expectancy of the Participant.  For calendar years
    beginning after December 31, 1988, the amount to be
    distributed for each calendar year shall not be less
    than an amount equal to the quotient obtained by
    dividing the Participant's interest in his Account by
    the lesser of (1) the applicable life expectancy under
    Section 8.01(b), or (2) if a Participant's Beneficiary
    is not his spouse, the applicable divisor determined
    under Section 1.401(a)(9)-2, Q&A 4 of the Proposed
    Treasury Regulations, or any successor regulations of
    similar import.  Distributions after the death of the
    Participant shall be made using the applicable life
    expectancy under (1) above, without regard to Section
    1.401(a)(9)-2 of such regulations.
    
      The minimum distribution required under this
    subsection (a) for the calendar year immediately
    preceding the calendar year in which the Participant's
    required beginning date, as determined under Section
    8.08(b), occurs shall be made on or before the
    Participant's required beginning date, as so determined.
    Minimum distributions for other calendar years shall be
    made on or before the close of such calendar year.
    
    (b) Additional Requirements for Distributions After
    Death of Participant.
    
       (1)       Distribution beginning before Death.  If
      the Participant dies before distribution of his
      benefits has begun, distributions shall be made in
      accordance with the provisions of this paragraph.
      Distributions under Section 8.01(a) shall be
      completed by the close of the calendar year in which
      the fifth anniversary of the death of the Participant
      occurs.  Distributions under Section 8.01(b) shall
      commence, if the Beneficiary is not the Participant's
      spouse, not later than the close of the calendar year
      immediately following the calendar year in which the
      death of the Participant occurs.  Distributions under
      Section 8.01(b) to a Beneficiary who is the
      Participant's surviving spouse shall commence not
      later than the close of the calendar year in which
      the Participant would have attained age 70 1/2 or, if
      later, the close of the calendar year immediately
      following the calendar year in which the death of the
      Participant occurs.  In the event such spouse dies
      prior to the date distribution to him or her
      commences, he or she will be treated for purposes of
      this subsection (other than the preceding sentence)
      as if he or she were the Participant.  If the
      Participant has not designated a Beneficiary, or the
      Participant or Beneficiary has not effectively
      selected a method of distribution, distribution of
      the Participant's benefit shall be completed by the
      close of the calendar year in which the fifth
      anniversary of the death of the Participant occurs.
         
      Any amount paid to a child of the Participant will be
      treated as if it had been paid to the surviving
      spouse if the amount becomes payable to the surviving
      spouse when the child reaches the age of majority.
         
      For purposes of this subsection (b)(1), the life
      expectancy of a Beneficiary who is the Participant's
      surviving spouse shall be recalculated annually
      unless the Participant's spouse irrevocably elects
      otherwise prior to the time distributions are
      required to begin.  Life expectancy shall be computed
      in accordance with the provisions of subsection (a)
      above.
  
      (2) Distribution beginning after Death.  If the
      Participant dies after distribution of his benefits
      has begun, distributions to the Participant's
      Beneficiary will be made at least as rapidly as under
      the method of distribution being used as of the date
      of the Participant's death.
         
       For purposes of this Section 8.04(b), distribution
   of a Participant's interest in his Account will be
   considered to begin as of the Participant's required
   beginning date, as determined under Section 8.08(b).  If
   distribution in the form of an annuity irrevocably
   commences prior to such date, distribution will be
   considered to begin as of the actual date distribution
   commences.
    
   (c) Life Expectancy.  For purposes of this Section, life
   expectancy shall be recalculated annually in the case of
   the Participant or a Beneficiary who is the
   Participant's spouse unless the Participant or
   Beneficiary irrevocably elects otherwise prior to the
   time distributions are required to begin.  If not
   recalculated in accordance with the foregoing, life
   expectancy shall be calculated using the attained age of
   the Participant or Beneficiary, whichever is applicable,
   as of such individual's birth date in the first year for
   which a minimum distribution is required reduced by one
   for each elapsed calendar year since the date life
   expectancy was first calculated.  For purposes of this
   Section, life expectancy and joint life and last
   survivor expectancy shall be computed by use of the
   expected return multiples in Table V and VI of section
   1.72-9 of the income tax Regulations.
   
     A Participant's interest in his Account for purposes
   of this Section 8.04 shall be determined as of the last
   valuation date in the calendar year immediately
   preceding the calendar year for which a minimum
   distribution is required, increased by the amount of any
   contributions allocated to, and decreased by any
   distributions from, such Account after the valuation
   date.  Any distribution for the first year for which a
   minimum distribution is required made after the close of
   such year shall be treated as if made prior to the close
   of such year.
   
8.05.  Immediate Distributions.  If the Account
distributable to a Participant exceeds, or at the time of
any prior distribution exceeded, $3,500, no distribution
will be made to the Participant before he reaches his Normal
Retirement Age (or age 62, if later), unless the written
consent of the Participant has been obtained.  Such consent
shall be made in writing within the 90-day period ending on
the Participant's Annuity Starting Date.  Within the period
beginning 90 days before the Participant's Annuity Starting
Date and ending 30 days before such Date, the Administrator
will provide such Participant with written notice comparable
to the notice described in Section 8.03(b) containing a
general description of the material features and an
explanation of the relative values of the optional forms of
benefit available under the Plan and informing the
Participant of his right to defer receipt of the
distribution until his Normal Retirement Age (or age 62, if
later).

   The consent of the Participant's spouse must also be
obtained if the Participant is subject to the provisions of
Section 8.03(a), unless the distribution will be made in the
form of the applicable retirement annuity contract described
in Section 8.03(b).  A spouse's consent to early
distribution, if required, must satisfy the requirements of
Section 8.03(d).

   Neither the consent of the Participant nor the
Participant's spouse shall be required to the extent that a
distribution is required to satisfy Section 401(a)(9) or
Section 415 of the Code. In addition, upon termination of
the Plan if it does not offer an annuity option (purchased
from a commercial provider) and if the Employer or any
Related Employer does not maintain another defined
contribution plan (other than an employee stock ownership
plan as defined in Code Section 4975(e)(7)) the
Participant's Account will, without the Participant's
consent, be distributed to the Participant.  However, if any
Related Employer maintains another defined contribution plan
(other than an employee stock ownership plan as defined in
Section 4975(e)(7) of the Code) then the Participant's
Account will be transferred, without the Participant's
consent, to the other plan if the Participant does not
consent to an immediate distribution.

8.06.  Determination of Method of Distribution.  The
Participant will determine the method of distribution of
benefits to himself and may determine the method of
distribution to his Beneficiary.  Such determination will be
made prior to the time benefits become payable under the
Plan.  If the Participant does not determine the method of
distribution to his Beneficiary or if the Participant
permits his Beneficiary to override his determination, the
Beneficiary, in the event of the Participant's death, will
determine the method of distribution of benefits to himself
as if he were the Participant.  A determination by the
Beneficiary must be made no later than the close of the
calendar year in which distribution would be required to
begin under Section 8.04(b) or, if earlier, the close of the
calendar year in which the fifth anniversary of the death of
the Participant occurs.

8.07.  Notice to Trustee.  The Administrator will notify the
Trustee in writing whenever any Participant or Beneficiary
is entitled to receive benefits under the Plan.  The
Administrator's notice shall indicate the form of benefits
that such Participant or Beneficiary shall receive and (in
the case of distributions to a Participant) the name of any
designated Beneficiary or Beneficiaries.

8.08.  Time of Distribution.  In no event will distribution
to a Participant be made latest than the earlier of the
dates described in (a) and (b) below:

   (a) Absent the consent of the Participant (and his
   spouse, if appropriate), the 60th day after the close of
   the Plan Year in which occurs the later of the date on
   which the Participant attains age 65, the date on which
   the Participant ceases to be employed by the Employer,
   or the 10th anniversary of the year in which the
   Participant commenced participation in the Plan; and
   
   (b) April 1 of the calendar year first following the
   calendar year in which the Participant attains age 70
   1/2 or, in the case of a Participant who had attained
   age 70 1/2 before January 1, 1988, the required
   beginning date determined in accordance with (1) or (2)
   below:
   
       (1)       The required beginning date of a
      Participant who is not a 5-percent owner is the first
      day of April of the calendar year following the
      calendar year in which the later of retirement or
      attainment of age 70 1/2 occurs.

       (2)       The required beginning date of a
      Participant who is a 5-percent owner during any year
      beginning after December 31, 1979, is the first day
      of April following the later of

                      (A) the calendar year in which the
          Participant attains age 70 1/2, or

                      (B) the earlier of the calendar year
          with or within which ends the Plan Year in which
          the Participant becomes a 5-percent owner, or the
          calendar year in which the Participant retires.

   Notwithstanding the foregoing, in the case of a
Participant who attained age 70 1/2 during 1988 and who had
not retired prior to January 1, 1989, the required beginning
date described in this paragraph shall be April 1, 1990.

   Notwithstanding (a) above, the failure of a Participant
(and spouse) to consent to a distribution while a benefit is
immediately distributable, within the meaning of Section
8.05, shall be deemed to be an election to defer
commencement of payment of any benefit sufficient to satisfy
(a) above.

   Once distributions have begun to a 5-percent owner under
(b) above, they must continue to be distributed, even if the
Participant ceases to be a 5-percent owner in a subsequent
year.

   For purposes of (b) above, a Participant is treated as a
5-percent owner if such Participant is a 5-percent owner as
defined in Section 416(i) of the Code (determined in
accordance with Section 416 but without regard to whether
the Plan is top-heavy) at any time during the Plan Year
ending with or within the calendar year in which such owner
attains age 66 1/2 or any subsequent Plan Year.

    The Administrator shall notify the Trustee in writing
whenever a distribution is necessary in order to comply with
the minimum distribution rules set forth in this Section.

8.09.  Whereabouts of Participants and Beneficiaries.  The
Administrator will at all times be responsible for
determining the whereabouts of each Participant or
Beneficiary who may be entitled to benefits under the Plan
and will at all times be responsible for instructing the
Trustee in writing as to the current address of each such
Participant or Beneficiary.  The Trustee will be entitled to
rely on the latest written statement received from the
Administrator as to such addresses.  The Trustee will be
under no duty to make any distributions under the Plan
unless and until it has received written instructions from
the Administrator satisfactory to the Trustee containing the
name and address of the distributee, the time when the
distribution is to occur, and the form which the
distribution will take.  Notwithstanding the foregoing, if
the Trustee attempts to make a distribution in accordance
with the Administrator's instructions but is unable to make
such distribution because the whereabouts of the distributee
is unknown, the Trustee will notify the Administrator of
such situation and thereafter the Trustee will be under no
duty to make any further distributions to such distributee
until it receives further written instructions from the
Administrator.  If a benefit is forfeited because the
Administrator determines that the Participant or Beneficiary
cannot be found, such benefit will be reinstated by the
Sponsor if a claim is filed by the Participant or
Beneficiary with the Administrator and the Administrator
confirms the claim to the Sponsor.


Article 9.  Top-Heavy Provisions.

9.01  Application.  If the Plan is or becomes a Top-Heavy
Plan in any Plan Year or is automatically deemed to be Top-
Heavy in accordance with the Employer's election in Section
1.12(a)(1) of the Adoption Agreement, the provisions of this
Article 9 shall supersede any conflicting provision in the
Plan.

9.02  Definitions.  For purposes of this Article 9, the
following terms have the meanings set forth below:

   (a) Key Employee.  Any Employee or former Employee (and
   the  Beneficiary of any such Employee) who at any time
   during the determination period was (1) an officer of
   the Employer whose annual Compensation exceeds 50
   percent of the dollar limitation under Section
   415(b)(1)(A) of the Code, (2) an owner (or considered an
   owner under Section 318 of the Code) of one of the ten
   largest interests in the Employer if such individual's
   annual Compensation exceeds the dollar limitation under
   Section 415(c)(1)(A) of the Code, (3) a 5-percent owner
   of the Employer, or (4) a 1-percent owner of the
   Employer who has annual Compensation of more than
   $150,000.  For purposes of this paragraph, the
   determination period is the Plan Year containing the
   Determination Date and the four preceding Plan Years.
   The determination of who is a Key Employee shall be made
   in accordance with Section 416(i)(1) of the Code and the
   regulations thereunder.  Annual Compensation means
   compensation as defined in Section 5.03(e)(2), but
   including amounts contributed by the Employer pursuant
   to a salary reduction agreement which are excludable
   from the employee's gross income under Section 125,
   Section 402(a)(8), and Section 403(b) of the Code.
   
   (b) Top-Heavy Plan.  The Plan is a Top-Heavy Plan if any
   of the following conditions exists:
   
       (1)            the Top-Heavy Ratio for the Plan
      exceeds 60 percent and the Plan is not part of any
      Required Aggregation Group or Permissive Aggregation
      Group,

       (2)            the Plan is a part of a Required
      Aggregation Group but not part of a Permissive
      Aggregation Group and the Top-Heavy Ratio for the
      Required Aggregation Group exceeds 60 percent, or

       (3)            the Plan is a part of a Required
      Aggregation Group and a Permissive Aggregation Group
      and the Top-Heavy Ratio for both Groups exceeds 60
      percent.

   (c) Top-Heavy Ratio.
    
       (1)       With respect to this Plan, or with respect
      to any Required Aggregation Group or Permissive
      Aggregation Group that consists solely of defined
      contribution plans (including any simplified employee
      pension plans) and the Employer has not maintained
      any defined benefit plan which during the 5-year
      period ending on the determination date(s) has or has
      had accrued benefits, the Top-Heavy Ratio is a
      fraction, the numerator of which is the sum of the
      account balances of all Key Employees under the plans
      as of the Determination Date (including any part of
      any account balance distributed in the 5-year period
      ending on the Determination Date), and the
      denominator of which is the sum of all account
      balances (including any part of any account balance
      distributed in the 5-year period ending on the
      Determination Date) of all participants under the
      plans as of the Determination Date.  Both the
      numerator and denominator of the Top-Heavy Ratio
      shall be increased, to the extent required by Section
      416 of the Code, to reflect any contribution which is
      due but unpaid as of the Determination Date.

       (2) With respect to any Required Aggregation Group
      or Permissive Aggregation Group that includes one or
      more defined benefit plans which, during the 5-year
      period ending on the Determination Date, has covered
      or could cover a Participant in this Plan, the Top-
      Heavy Ratio is a fraction, the numerator of which is
      the sum of the account balances under the defined
      contribution plans  for all Key Employees and the
      present value of accrued benefits under the defined
      benefit plans for all Key Employees, and the
      denominator of which is the sum of the account
      balances under the defined contribution plans for all
      participants and the present value of accrued
      benefits under the defined benefit plans for all
      participants.  Both the numerator and denominator of
      the Top-Heavy Ratio shall be increased for any
      distribution of an account balance or an accrued
      benefit made in the 5-year period ending on the
      Determination Date and any contribution due but
      unpaid as of the Determination Date.

       (3) For purposes of (1) and (2) above, the value of
      Accounts and the present value of accrued benefits
      will be determined as of the most recent Valuation
      Date that falls within or ends with the 12-month
      period ending on the Determination Date, except as
      provided in Section 416 of the Code and the
      regulations thereunder for the first and second plan
      years of a defined benefit plan.  The Account and
      accrued benefits of a Participant (A) who is not a
      Key Employee but who was a Key Employee in a prior
      year, or (B) who has not been credited with at least
      one Hour of Service with the Employer at any time
      during the 5-year period ending on the Determination
      Date, will be disregarded.  The calculation of the
      Top-Heavy Ratio, and the extent to which
      distributions, rollovers, and transfers are taken
      into account, shall be made in accordance with
      Section 416 of the Code and the regulations
      thereunder.  Deductible employee contributions shall
      not be taken into account for purposes of computing
      the Top-Heavy Ratio.  When aggregating plans, the
      value of Accounts and accrued benefits shall be
      calculated with reference to the Determination Dates
      that fall within the same calendar year.

                 For purposes of determining if the Plan,
      or any other plan included in a Required Aggregation
      Group of which this Plan is a part, is a Top-Heavy
      Plan, the accrued benefit in a defined benefit plan
      of an Employee other than a Key Employee shall be
      determined under (i) the method, if any, that
      uniformly applies for accrual purposes under all
      plans maintained by the Employer, or (ii) if there is
      no such method, as if such benefit accrued not more
      rapidly than the slowest accrual rate permitted under
      the fractional accrual rate of Section 411(b)(1)(C)
      of the Code.
   
   (d) Permissive Aggregation Group.  The Required
   Aggregation Group plus any other qualified plans of the
   Employer or a Related Employer which, when considered as
   a group with the Required Aggregation Group, would
   continue to satisfy the requirements of Sections
   401(a)(4) and 410 of the Code.
   
   (e)  Required Aggregation Group.
      
      (1) Each qualified plan of the Employer or Related
      Employer in which at least one Key Employee
      participates, or has participated at any time during
      the determination period (regardless of whether the
      plan has terminated), and
      
      (2) any other qualified plan of the Employer or
      Related Employer which enables a plan described in
      (1) above to meet the requirements of Sections
      401(a)(4) or 410 of the Code.
      
   (f) Determination Date.  For any Plan Year of the Plan
   subsequent to the first Plan Year, the last day of the
   preceding Plan Year.  For the first Plan Year of the
   Plan, the last day of that Plan Year.
   
   (g) Valuation Date.  The Determination Date.
   
   (h) Present Value.  Present value shall be based only on
   the interest rate and mortality table specified in the
   Adoption Agreement.
   
   
9.03.  Minimum Contribution.

   (a) Except as otherwise provided in (b) and (c) below,
   the Fixed/Discretionary Contributions made on behalf of
   any Participant who is not a Key Employee shall not be
   less than the lesser of 3 percent (or such other percent
   elected by the Employer in Section 1.12(c)) of such
   Participant's Compensation or, in the case where the
   Employer has no defined benefit plan which designates
   this Plan to satisfy Section 401 of the Code, the
   largest percentage of Employer contributions, as a
   percentage of the first $200,000 of the Key Employee's
   Compensation, made on behalf of any Key Employee for
   that year.  If the Employer selected the Integrated
   Formula in Section 1.05(a)(2), the minimum contribution
   shall be determined under paragraph (e) of this Section
   9.03.  Further, the minimum contribution under this
   Section 9.03 shall be made even though, under other Plan
   provisions, the Participant would not otherwise be
   entitled to receive a contribution, or would have
   received a lesser contribution for the year, because (1)
   the Participant failed to complete 1,000 Hours of
   Service or any equivalent service requirement provided
   in the Adoption Agreement; or (2) the Participant's
   Compensation was less than a stated amount.
    
   (b) The provisions of (a) above shall not apply to any
   Participant who was not employed by the Employer on the
   last day of the Plan Year.
   
   (c) The Employer contributions for the Plan Year made on
   behalf of each Participant who is not a Key Employee and
   who is a participant in a defined benefit plan
   maintained by the Employer shall not be less than 5
   percent of such Participant's  Compensation, unless the
   Employer has provided in Section 1.12(c) that the
   minimum contribution requirement will be met in the
   other plan or plans of the Employer.
   
   (d) The minimum contribution required under (a) above
   (to the extent required to be nonforfeitable under
   Section 416(b) of the Code) may not be forfeited under
   Section 411(a)(3)(B) or 411(a)(3)(D) of the Code.
   
   (e) If the Employer elected an Integrated Formula in
   Section 1.05(a)(2), the allocation steps in Section
   4.06(b)(2) shall be preceded by the following steps:
   
       (1)   The Discretionary Employer Contributions will
      be allocated to each eligible Participant (as
      determined under this Section 9.03) in the ratio that
      the Participant's Compensation bears to all
      Participants' Compensation, but not in excess of
      3%(or such other percent elected by the Employer in
      Section 1.12(c).
      
       (2)   Any Discretionary Employer Contributions
      remaining after (e)(1) above will be allocated to
      each eligible Participant in the ratio that the
      Participant's Excess Compensation for the Plan Year
      bears to the Excess Compensation of all eligible
      Participants, but not in excess of 3%(or such other
      percent elected by the Employer in Section 1.12(c)).

9.04.  Adjustment to the Limitation on Contributions and
Benefits.  If this Plan is in Top-Heavy status, the number
100 shall be substituted for the number 125 in subsections
(e)(3) and (e)(4) of Section 5.03.  However, this
substitution shall not take effect with respect to this Plan
in any Plan Year in which the following requirements are
satisfied:

    (a) The Employer contributions for such Plan Year made
    on behalf of each Participant who is not a Key Employee
    and who is a participant in a defined benefit plan
    maintained by the Employer is not less than 7 1/2
    percent of such Participant's Compensation.
    
    (b) The sum of the present value as of the Determination
    Date of (1) the aggregate accounts of all Key Employees
    under all defined contribution plans of the Employer and
    (2) the cumulative accrued benefits of all Key Employees
    under all defined benefit plans of the Employer does not
    exceed 90 percent of the same amounts determined for all
    Participants under all plans of the Employer that are
    Top-Heavy Plans, excluding Accounts and accrued benefits
    for Employees who formerly were but are no longer Key
    Employees.
    
      The substitutions of the number 100 for 125 shall not
    take effect in any Limitation Year with respect to any
    Participant for
    whom no benefits are accrued or contributions made for
    such Year.
    
9.05.  Minimum Vesting.  For any Plan Year in which the Plan
is a Top-Heavy Plan and all Plan Years thereafter, the Top-
Heavy vesting schedule elected in Section 1.12(d) will
automatically apply to the Plan.  The Top-Heavy vesting
schedule applies to all benefits within the meaning of
Section 411(a)(7) of the Code except those attributable to
Employee Contributions or those already subject to a vesting
schedule which vests at least as rapidly in all cases as the
schedule elected in Section 1.12(d), including benefits
accrued before the Plan becomes a Top-Heavy Plan.  Further,
no decrease in a Participant's nonforfeitable percentage may
occur in the event the Plan's status as a Top-Heavy Plan
changes for any Plan Year.  However, this Section 9.05 does
not apply to the Account of any Employee who does not have
an Hour of Service after the Plan has initially become a Top-
Heavy Plan and such Employee's Account attributable to
Employer Contributions will be determined without regard to
this Section 9.05.
    

Article 10.  Amendment and Termination.

10.01  Amendment by Employer.  The Employer reserves the
authority, subject to the provisions of Article 1 and
Section 10.03, to amend the Plan:


   (a) Changes to Elections Contained in the Adoption
   Agreement.  By filing with the Trustee an amended
   Adoption Agreement, executed by the Employer only, on
   which said Employer has indicated a change or changes in
   provisions previously elected by it.  Such changes are
   to be effective on the effective date of such amended
   Adoption Agreement except that retroactive changes to a
   previous election or elections pursuant to the
   regulations issued under Section 401(a)(4) of the Code
   shall be permitted.  Any such change notwithstanding, no
   Participant's Account shall be reduced by such change
   below the amount to which the Participant would have
   been entitled if he had voluntarily left the employ of
   the Employer immediately prior to the date of the
   change.  The Employer may from time to time make any
   amendment to the Plan that may be necessary to satisfy
   Sections 415 or 416 of the Code because of the required
   aggregation of multiple plans by completing
   overridingplan language in the Adoption Agreement.  The
   Employer may also add certain model amendments published
   by the Internal Revenue Service which specifically
   provide that their adoption will not cause the Plan to
   be treated as an individually designed plan; or
    
   (b) Other Changes.  By amending any provision of the
   Plan for any reason other than those specified in (a)
   above.  However, upon making such amendment, including a
   waiver of the minimum funding requirement under Section
   412(d) of the Code, the Employer may no longer
   participate in this prototype plan arrangement and will
   be deemed to have an individually designed plan.
   Following such amendment, the Trustee may transfer the
   assets of the Trust to the trust forming part of such
   newly adopted plan upon receipt of sufficient evidence
   (such as a determination letter or opinion letter from
   the Internal Revenue Service or an opinion of counsel
   satisfactory to the Trustee) that such trust will be a
   qualified trust under the Code.

10.02.  Amendment by Prototype Sponsor.  The Prototype
Sponsor may in its discretion amend the Plan or the Adoption
Agreement at any time, subject to the provisions of Article
1 and Section 10.03, and provided that the Prototype Sponsor
mails a copy of such amendment to the Employer at its last
known address as shown on the books of the Prototype
Sponsor.

10.03.  Amendments Affecting Vested and/or Accrued Benefits.

    (a) Except as permitted by Section 10.04, no amendment
    to the Plan shall be effective to the extent that it has
    the effect of decreasing a Participant's Account or
    eliminating an optional form of benefit with respect to
    benefits attributable to service before the amendment.
    Furthermore, if the vesting schedule of the Plan is
    amended, the nonforfeitable interest of a Participant in
    his Account, determined as of the later of the date the
    amendment is adopted or the date it becomes effective,
    will not be less than the Participant's nonforfeitable
    interest in his Account determined without regard to
    such amendment.
    
    (b) If the Plan's vesting schedule is amended, including
    any amendment resulting from a change to or from Top-
    Heavy Plan status, or the Plan is amended in any way
    that directly or indirectly affects the computation of a
    Participant's nonforfeitable interest in his Account,
    each Participant with at least three (3) Years of
    Service for Vesting with the Employer may elect, within
    a reasonable period after the adoption of the amendment,
    to have the nonforfeitable percentage of his Account
    computed under the Plan without regard to such
    amendment.  The Participant's election may be made
    within 60 days from the latest of (1) the date the
    amendment is adopted, (2) the date the amendment becomes
    effective, or (3) the date the Participant is issued
    written notice of the amendment by the Employer or the
    Administrator.
    
10.04.  Retroactive Amendments.  An amendment made by the
Prototype Sponsor in accordance with Section 10.02 may be
made effective on a date prior to the first day of the Plan
Year in which it is adopted if such amendment is necessary
or appropriate to enable the Plan and Trust to satisfy the
applicable requirements of the Code or to conform the Plan
to any change in federal law, or to any regulations or
ruling thereunder.  Any retroactive amendment by the
Employer shall be subject to the provisions of Section
10.01.

10.05.  Termination.  The Employer has adopted the Plan with
the intention and expectation that contributions will be
continued indefinitely.  However, said Employer has no
obligation or liability whatsoever to maintain the Plan for
any length of time and may discontinue contributions under
the Plan or terminate the Plan at any time by written notice
delivered to the Trustee without any liability hereunder for
any such discontinuance or termination.

10.06.  Distribution upon Termination of the Plan.  Upon
termination or partial termination of the Plan or complete
discontinuance of contributions thereunder, each Participant
(including a terminated Participant with respect to amounts
not previously forfeited by him) who is affected by such
termination or partial termination or discontinuance will
have a fully vested interest in his Account, and, subject to
Section 4.05 and Article 8, the Trustee will distribute to
each Participant or other person entitled to distribution
the balance of the Participant's Account in a single lump
sum payment.  In the absence of such instructions, the
Trustee will notify the Administrator of such situation and
the Trustee will be under no duty to make any distributions
under the Plan until it receives written instructions from
the Administrator.  Upon the completion of such
distributions, the Trust will terminate, the Trustee will be
relieved from all liability under the Trust, and no
Participant or other person will have any claims thereunder,
except as required by applicable law.

10.07.  Merger or Consolidation of Plan; Transfer of Plan
Assets.  In case of any merger or consolidation of the Plan
with, or transfer of assets and liabilities of the Plan to,
any other plan, provision must be made so that each
Participant would, if the Plan then terminated, receive a
benefit immediately after the merger, consolidation or
transfer which is equal to or greater than the benefit he
would have been entitled to receive immediately before the
merger, consolidation or transfer if the Plan had then
terminated.



Article 11.  Amendment and Continuation of Predecessor Plan;
Transfer of         Funds to or from Other Qualified Plans.

11.01.  Amendment and Continuation of Predecessor Plan.  In
the event the Employer has previously established a plan
(the "predecessor plan") which is a defined contribution
plan under the Code and which on the date of adoption of the
Plan meets the applicable requirements of section 401(a) of
the Code, the Employer may, in accordance with the
provisions of the predecessor plan, amend and continue the
predecessor plan in the form of the Plan and become the
Employer hereunder, subject to the following:

   (a) Subject to the provisions of the Plan, each
   individual who was a Participant or former Participant
   in the predecessor plan immediately prior to the
   effective date of such amendment and continuation will
   become a Participant or former Participant in the Plan;
   
   (b) No election may be made under the vesting provisions
   of the Adoption Agreement if such election would reduce
   the benefits of a Participant under the Plan to less
   than the benefits to which he would have been entitled
   if he voluntarily separated from the service of the
   Employer immediately prior to such amendment and
   continuation;
   
   (c) No amendment to the Plan shall decrease a
   Participant's accrued benefit or eliminate an optional
   form of benefit and if the amendment of the predecessor
   plan in the form of the Plan results in a change in the
   method of crediting service for vesting purposes between
   the general method set forth in Section 2530.200b-2 of
   the Department of Labor Regulations and the elapsed-time
   method in Section 2.01(a)(33) of the Plan, each
   Participant with respect to whom the method of crediting
   vesting service is changed shall be treated in the
   manner set forth by the provisions of Section 1.410(a)-
   7(f)(1) of the Treasury Regulations which are
   incorporated herein by reference;
   
   (d) The amounts standing to the credit of a
   Participant's Account immediately prior to such
   amendment and continuation which represent the amounts
   properly attributable to (1) contributions by the
   Participant and (2) contributions by the Employer and
   forfeitures will constitute the opening balance of his
   Account or Accounts under the Plan;
   
   (e) Amounts being paid to a former Participant or to a
   Beneficiary in accordance with the provisions of the
   predecessor plan will continue to be paid in accordance
   with such provisions;
   
   (f) Any election and waiver of the qualified pre-
   retirement annuity in effect after August 23, 1984,
   under the predecessor plan immediately before such
   amendment and continuation will be deemed a valid
   election and waiver of Beneficiary under Section 8.04 if
   such designation satisfies the requirements of Section
   8.04(d), unless and until the Participant revokes such
   election and waiver under the Plan; and
   
   (g) Unless the Employer and the Trustee agree otherwise,
   all assets of the predecessor trust will be deemed to be
   assets of the Trust as of the effective date of such
   amendment.  Such assets will be invested by the Trustee
   as soon as reasonably practicable pursuant to Article 6.
   The Employer agrees to assist the Trustee in any way
   requested by the Trustee in order to facilitate the
   transfer of assets from the predecessor trust to the
   Trust Fund.
   
11.02.  Transfer of Funds from an Existing Plan.  The
Employer may from time to time direct the Trustee, in
accordance with such rules as the Trustee may establish, to
accept cash, allowable Fund Shares or participant loan
promissory notes transferred for the benefit of Participants
from a trust forming part of another qualified plan under
the Code, provided such plan is a defined contribution plan.
Such transferred assets will become assets of the Trust as
of the date they are received by the Trustee.  Such
transferred assets will be credited to Participants'
Accounts in accordance with their respective interests
immediately upon receipt by the Trustee.  A Participant's
interest under the Plan in transferred assets which were
fully vested and nonforfeitable under the transferring plan
will be fully vested and nonforfeitable at all times.  Such
transferred assets will be invested by the Trustee in
accordance with the provisions of paragraph (g) of Section
11.01 as if such assets were transferred from a predecessor
plan.  No transfer of assets in accordance with this Section
may cause a loss of an accrued or optional form of benefit
protected by Section 411(d)(6) of the Code.

11.03.  Acceptance of Assets by Trustee.  The Trustee will
not accept assets which are not either in a medium proper
for investment under the Plan, as set forth in Section
1.14(b), or in cash.  Such assets shall be accompanied by
written instructions showing separately the respective
contributions by the prior employer and by the Employee, and
identifying the assets attributable to such contributions.
The Trustee shall establish such accounts as may be
necessary or appropriate to reflect such contributions under
the Plan.  The Trustee shall hold such assets for investment
in accordance with the provisions of Article 6, and shall in
accordance with the written instructions of the Employer
make appropriate credits to the Accounts of the Participants
for whose benefit assets have been transferred.

11.04.  Transfer of Assets from Trust.  The Employer may
direct the Trustee to transfer all or a specified portion of
the Trust assets to any other plan or plans maintained by
the Employer or the employer or employers of a former
Participant or Participants, provided that the Trustee has
received evidence satisfactory to it that such other plan
meets all applicable requirements of the Code.  The assets
so transferred shall be accompanied by written instructions
from the Employer naming the persons for whose benefit such
assets have been transferred, showing separately the
respective contributions by the Employer and by each
Participant, if any, and identifying the assets
attributable to the various contributions.  The Trustee
shall have no further liabilities with respect to assets so
transferred.


Article 12.  Miscellaneous.

12.01.  Communication to Participants.  The Plan will be
communicated to all Participants by the Employer promptly
after the Plan is adopted.

12.02.  Limitation of Rights.  Neither the establishment of
the Plan and the Trust, nor any amendment thereof, nor the
creation of any fund or account, nor the payment of any
benefits, will be construed as giving to any Participant or
other person any legal or equitable right against the
Employer, Administrator or Trustee, except as provided
herein; and in no event will the terms of employment or
service of any Participant be modified or in any way
affected hereby.  It is a condition of the Plan, and each
Participant expressly agrees by his participation herein,
that each Participant will look solely to the assets held in
the Trust for the payment of any benefit to which he is
entitled under the Plan.

12.03.  Nonalienability of Benefits and Qualified Domestic
Relations Orders.  The benefits provided hereunder will not
be subject to alienation, assignment, garnishment,
attachment, execution or levy of any kind, either
voluntarily or involuntarily, and any attempt to cause such
benefits to be so subjected will not be recognized, except
to such extent as may be required by law.  The preceding
sentence shall also apply to the creation, assignment, or
recognition of a right to any benefit payable with respect
to a Participant pursuant to a domestic relations order,
unless such order is determined by the Plan Administrator to
be a qualified domestic relations order, as defined in
Section 414(p) of the Code, or any domestic relations order
entered before January 1, 1985.  The Administrator must
establish reasonable procedures to determine the qualified
status of a domestic relations order.  Upon receiving a
domestic relations order, the Administrator will promptly
notify the Participant and any alternate payee named in the
order, in writing, of the receipt of the order and the
Plan's procedures for determining the qualified status of
the order.  Within a reasonable period of time after
receiving the domestic relations order, the Administrator
must determine the qualified status of the order and must
notify the Participant and each alternate payee, in writing,
of its determination.  The Administrator must provide notice
under this paragraph by mailing to the individual's address
specified in the domestic relations order, or in a manner
consistent with the Department of Labor regulations.

    If any portion of the Participant's Account is payable
during the period the Administrator is making its
determination of the qualified status of the domestic
relations order, the Administrator must make a separate
accounting of the amounts payable.  If the Administrator
determines the order is a qualified domestic relations order
within 18 months of the date amounts first are payable
following receipt of the order, the Administrator will
direct the Trustee to distribute the payable amounts in
accordance with the order.  If the Administrator does not
make his determination of the qualified status of the order
within the 18-month determination period, the Administrator
will direct the Trustee to distribute the payable amounts in
the manner the Plan would distribute if the order did not
exist and will apply the order prospectively if the
Administrator later determines the order is a qualified
domestic relations order.

    A domestic relations order will not fail to be deemed a
qualified domestic relations order merely because it
requires the distribution or segregation of all or part of a
Participant's Account with respect to an alternate payee
prior to the Participant's earliest retirement age (as
defined in Section 414(p) of the Code) under the Plan.  A
distribution to an alternate payee prior to the
Participant's attainment of the earliest retirement age is
available only if (a) the order specifies distribution at
that time and (b) if the present value of the alternate
payee's benefits under the Plan exceeds $3,500, and the
order requires, and the alternate payee consents to, a
distribution occurring prior to the Participant's attainment
of earliest retirement age.

12.04.  Facility of Payment.  In the event the Administrator
determines, on the basis of medical reports or other
evidence satisfactory to the Administrator, that the
recipient of any benefit payments under the Plan is
incapable of handling his affairs by reason of minority,
illness, infirmity or other incapacity, the Administrator
may direct the Trustee to disburse such payments to a person
or institution designated by a court which has jurisdiction
over such recipient or a person or institution otherwise
having the legal authority under state law for the care and
control of such recipient.  The receipt by such person or
institution of any such payments shall be complete
acquittance therefore, and any such payment to the extent
thereof, shall discharge the liability of the Trust for the
payment of benefits hereunder to such recipient.

12.05.  Information between Employer and Trustee.  The
Employer agrees to furnish the Trustee, and the Trustee
agrees to furnish the Employer, with such information
relating to the Plan and Trust as may be required by the
other in order to carry out their respective duties
hereunder, including without limitation information required
under the Code and any regulations issued or forms adopted
by the Treasury Department thereunder or under the
provisions of ERISA and any regulations issued or forms
adopted by the Labor Department thereunder.

12.06.  Effect of Failure to Qualify Under Code.
Notwithstanding any other provision contained herein, if the
Employer fails to obtain or retain approval of the Plan by
the Internal Revenue Service as a qualified Plan under the
Code, the Employer may no longer participate in this
prototype Plan arrangement and will be deemed to have an
individually designed plan.

12.07.  Notices.  Any notice or other communication in
connection with this Plan shall be deemed delivered in
writing if addressed as provided below and if either
actually delivered at said address or, in the case of a
letter, three business days shall have elapsed after the
same shall have been deposited in the United States mails,
first-class postage prepaid and registered or certified:

   (a) If to the Employer or Administrator, to it at the
   address set forth in the Adoption Agreement, to the
   attention of the person specified to receive notice in
   the Adoption Agreement;
   
   (b) If to the Trustee, to it at the address set forth in
   the Adoption Agreement;
   
or, in each case at such other address as the addressee
shall have specified by written notice delivered in
accordance with the foregoing to the addressor's then
effective notice address.

12.08.  Governing Law.  The Plan and the accompanying
Adoption Agreement will be construed, administered and
enforced according to ERISA, and to the extent not preempted
thereby, the laws of the Commonwealth of Massachusetts.


Article 13.  Plan Administration.

13.01.  Powers and Responsibilities of the Administrator.
The Administrator has the full power and the full
responsibility to administer the Plan in all of its details,
subject, however, to the requirements of ERISA.  The
Administrator's powers and responsibilities include, but are
not limited to, the following:

   (a) To make and enforce such rules and regulations as it
   deems necessary or proper for the efficient
   administration of the Plan;
   
   (b) To interpret the Plan, its interpretation thereof in
   good faith to be final and conclusive on all persons
   claiming benefits under the Plan;
   
   (c) To decide all questions concerning the Plan and the
   eligibility of any person to participate in the Plan;
   
   (d) To administer the claims and review procedures
   specified in Section 13.03;
   
   (e) To compute the amount of benefits which will be
   payable to any Participant, former Participant or
   Beneficiary in accordance with the provisions of the
   Plan;
   
   (f) To determine the person or persons to whom such
   benefits will be paid;
   
   (g) To authorize the payment of benefits and provide for
   the distribution of Code Section 402(f) notices;
   
   (h) To comply with the reporting and disclosure
   requirements of Part 1 of Subtitle B of Title I of
   ERISA;
   
   (i) To appoint such agents, counsel, accountants, and
   consultants as may be required to assist in
   administering the Plan;
   
   (j) By written instrument, to allocate and delegate its
   fiduciary responsibilities in accordance with Section
   405 of ERISA including the formation of an
   Administrative Committee to administer the Plan;
   
   (k) To provide bonding coverage as required under
   Section 412 of ERISA.
   
13.02.  Nondiscriminatory Exercise of Authority.  Whenever,
in the administration of the Plan, any discretionary action
by the Administrator is required, the Administrator shall
exercise its authority in a nondiscriminatory manner so that
all persons similarly situated will receive substantially
the same treatment.

13.03.  Claims and Review Procedures.

   (a) Claims Procedure.  If any person believes he is
   being denied any rights or benefits under the Plan, such
   person may file a claim in writing with the
   Administrator.  If any such claim is wholly or partially
   denied, the Administrator will notify such person of its
   decision in writing.  Such notification will contain (1)
   specific reasons for the denial, (2) specific reference
   to pertinent Plan provisions, (3) a description of any
   additional material or information necessary for such
   person to perfect such claim and an explanation of why
   such material or information is necessary, and (4)
   information as to the steps to be taken if the person
   wishes to submit a request for review.  Such
   notification will be given within 90 days after the
   claim is received by the Administrator (or within 180
   days, if special circumstances require an extension of
   time for processing the claim, and if written notice of
   such extension and circumstances is given to such person
   within the initial 90-day period).  If such notification
   is not given within such period, the claim will be
   considered denied as of the last day of such period and
   such person may request a review of his claim.
   
   (b) Review Procedure.  Within 60 days after the date on
   which a person receives a written notice of a denied
   claim (or, if applicable, within 60 days after the date
   on which such denial is considered to have occurred),
   such person (or his duly authorized representative) may
   (1) file a written request with the Administrator for a
   review of his denied claim and of pertinent documents
   and (2) submit written issues and comments to the
   Administrator.  The Administrator will notify such
   person of its decision in writing.  Such notification
   will be written in a manner calculated to be understood
   by such person and will contain specific reasons for the
   decision as well as specific references to pertinent
   Plan provisions.  The decision on review will be made
   within 60 days after the request for review is received
   by the Administrator (or within 120 days, if special
   circumstances require an extension of time for
   processing the request, such as an election by the
   Administrator to hold a hearing, and if written notice
   of such extension and circumstances is given to such
   person within the initial 60-day period).  If the
   decision on review is not made within such period, the
   claim will be considered denied.
   
13.04.  Named Fiduciary.  The Administrator is a "named
fiduciary" for purposes of Section 402(a)(1) of ERISA and
has the powers and responsibilities with respect to the
management and operation of the Plan described herein.

13.05.  Costs of Administration.  Unless some or all are
paid by the Employer, all reasonable costs and expenses
(including legal, accounting, and employee communication
fees) incurred by the Administrator and the Trustee in
administering the Plan and Trust will be paid first from the
forfeitures (if any) resulting under Section 7.07, then from
the remaining Trust Fund.  All such costs and expenses paid
from the Trust Fund will, unless allocable to the Accounts
of particular Participants, be charged against the Accounts
of all Participants on a prorata basis or in such other
reasonable manner as may be directed by the Employer.


Article 14.  Trust Agreement.

14.01.  Acceptance of Trust Responsibilities.  By executing
the Adoption Agreement, the Employer establishes a trust to
hold the assets of the Plan.  By executing the Adoption
Agreement, the Trustee agrees to accept the rights, duties
and responsibilities set forth in this Article 14.

14.02.  Establishment of Trust Fund.  A trust is hereby
established under the Plan and the Trustee will open and
maintain a trust account for the Plan and, as part thereof,
Participants' Accounts for such individuals as the Employer
shall from time to time give written notice to the Trustee
are Participants in the Plan.  The Trustee will accept and
hold in the Trust Fund such contributions on behalf of
Participants as it may receive from time to time from the
Employer.  The Trust Fund shall be fully invested and
reinvested in accordance with the applicable provisions of
the Plan in Fund Shares or as otherwise provided in Section
14.10.

14.03.  Exclusive Benefit.  The Trustee shall hold the
assets of the Trust Fund for the exclusive purpose of
providing benefits to Participants and Beneficiaries and
defraying the reasonable expenses of administering the Plan.
No assets of the Plan shall revert to the Employer except as
specifically permitted by the terms of the Plan.

14.04.  Powers of Trustee.  The Trustee shall have no
discretion or authority with respect to the investment of
the Trust Fund but shall act solely as a directed trustee of
the funds contributed to it.  In addition to and not in
limitation of such powers as the Trustee has by law or under
any other provisions of the Plan, the Trustee will have the
following powers, each of which the Trustee exercises solely
as directed Trustee in accordance with the written direction
of the Employer except to the extent a Plan asset is subject
to Participant direction of investment and provided that no
such power shall be exercised in any manner inconsistent
with the provisions of ERlSA:

    (a) to deal with all or any part of the Trust Fund and
to invest all or a part of the Trust Fund in investments
available under the Plan, without regard to the law of any
state regarding proper investment;

    (b) to retain uninvested such cash as it may deem
necessary or advisable, without liability for interest
thereon, for the administration of the Trust;

    (c) to sell, convert, redeem, exchange, or otherwise
dispose of all or any part of the assets constituting the
Trust Fund;

    (d) to enforce by suit or otherwise, or to waive, its
rights on behalf of the Trust, and to defend claims asserted
against it or the Trust, provided that the Trustee is
indemnified to its satisfaction against liability and
expenses;

    (e) to employ such agents and counsel as may be
reasonably necessary in collecting, managing, administering,
investing, distributing and protecting the Trust Fund or the
assets thereof and to pay them reasonable compensation;

    (f) to compromise, adjust and settle any and all claims
against or in favor of it or the Trust;

    (g) to oppose, or participate in and consent to the
reorganization, merger, consolidation, or readjustment of
the finances of any enterprise, to pay assessments and
expenses in connection therewith, and to deposit securities
under deposit agreements;

    (h) to apply for or purchase annuity contracts in
accordance with Section 8.02;

    (i) to hold securities unregistered, or to register them
in its own name or in the name of nominees;

    (j) to appoint custodians to hold investments within the
jurisdiction of the district courts of the United States and
to deposit securities with stock clearing corporations or
depositories or similar organizations;

    (k) to make, execute, acknowledge and deliver any and
all instruments that it deems necessary or appropriate to
carry out the powers herein granted; and

    (l) generally to exercise any of the powers of an owner
with respect to all or any part of the Trust Fund.

      The Employer specifically acknowledges and authorizes
that affiliates of the Trustee may act as its agent in the
performance of ministerial, nonfiduciary duties under the
Trust.  The expenses and compensation of such agent shall be
paid by the Trustee.

      The Trustee shall provide the Employer with reasonable
notice of any claim filed against the Plan or Trust or with
regard to any related matter, or of any claim filed by the
Trustee on behalf of the Plan or Trust or with regard to any
related matter.

14.05.  Accounts.  The Trustee will keep full accounts of
all receipts and disbursements and other transactions
hereunder.  Within 60 days after the close of each Plan
Year, within 60 days after termination of the Trust, and at
such other times as may be appropriate, the Trustee will
determine the then net fair market value of the Trust Fund
as of the close of the Plan Year, as of the termination of
the Trust, or as of such other time, whichever is
applicable, and will render to the Employer and
Administrator an account of its administration of the Trust
during the period since the last such accounting, including
all allocations made by it during such period.

14.06.  Approving of Accounts.  To the extent permitted by
law, the written approval of any account by the Employer or
Administrator will be final and binding, as to all matters
and transactions stated or shown therein, upon the Employer,
Administrator, Participants and all persons who then are or
thereafter become interested in the Trust.  The failure of
the Employer or Administrator to notify the Trustee within
six (6) months after the receipt of any account of its
objection to the account will, to the extent permitted by
law, be the equivalent of written approval.  If the Employer
or Administrator files any objections within such six (6)
month period with respect to any matters or transactions
stated or shown in the account, and the Employer or
Administrator and the Trustee cannot amicably settle the
question raised by such objections, the Trustee will have
the right to have such questions settled by judicial
proceedings.  Nothing herein contained will be construed so
as to deprive the Trustee of the right to have judicial
settlement of its accounts.  In any proceeding for a
judicial settlement of any account or for instructions, the
only necessary parties will be the Trustee, the Employer and
the Administrator.

14.07.  Distribution from Trust Fund.  The Trustee shall
make such distribution from the Trust Fund as the Employer
or Administrator may in writing direct, as provided by the
terms of the Plan, upon certification by the Employer or
Administrator that the same is for the exclusive benefit of
Participants or their Beneficiaries, or for the payment of
expenses of administering the Plan.

14.08.  Transfer of Amounts from Qualified Plan.  If the
Plan provides that amounts may be transferred to the Plan
from another qualified plan or trust under Section 401(a) of
the Code, such transfer shall be made in accordance with the
provisions of the Plan and with such rules as may be
established by the Trustee.  The Trustee will only accept
assets which are in a medium proper for investment under
this agreement or in cash.  Such amounts shall be
accompanied by written instructions showing separately the
respective contributions by the prior employer and the
transferring Employee, and identifying the assets
attributable to such contributions.  The Trustee shall hold
such assets for investment in accordance with the provisions
of this agreement.

14.09.  Transfer of Assets from Trust.  Subject to the
provisions of the Plan, the Employer may direct the Trustee
to transfer all or a specified portion of the Trust assets
to any other plan or plans maintained by the Employer or the
employer or employers of a former Participant or
Participants, provided that the Trustee has received
evidence satisfactory to it that such other plan meets all
applicable requirements of the Code.  The assets so
transferred shall be accompanied by written instructions
from the Employer naming the persons for whose benefit such
assets have been transferred, showing separately the
respective contributions by the Employer and by each
Participant, if any, and identifying the assets attributable
to the various contributions.  The Trustee shall have no
further liabilities with respect to assets so transferred.

14.10.  Separate Trust or Fund for Existing Plan Assets.
With the consent of the Trustee, the Employer may maintain a
trust or fund (including a group annuity contract) under
this prototype plan document separate from the Trust Fund
for Plan assets purchased prior to the adoption of this
prototype plan document which are not Fidelity Funds listed
in Section 1.14(b).  The Trustee shall have no authority and
no responsibility for the Plan assets held in such separate
trust or fund.  The duties and responsibilities of the
trustee of a separate trust shall be provided by a separate
trust agreement, between the Employer and the trustee.

    Notwithstanding the preceding paragraph, the Trustee or
an affiliate of the Trustee may agree in writing to provide
ministerial recordkeeping services for guaranteed investment
contracts held in the separate trust or fund.  The
guaranteed investment contract(s) shall be valued as
directed by the Employer or the Trustee of the separate
trust.

    The trustee of the separate trust (hereafter referred to
as "trustee") will be the owner of any insurance contract
purchased prior to the adoption of this prototype plan
document.  The insurance contract(s) must provide that
proceeds will be payable to the trustee; however the trustee
shall be required to pay over all proceeds of the
contract(s) to the Participant's designated Beneficiary in
accordance with the distribution provisions of this plan.  A
Participant's spouse will be the designated Beneficiary of
the proceeds in all circumstances unless a qualified
election has been made in accordance with Article 8.  Under
no circumstances shall the trust retain any part of the
proceeds.  In the event of any conflict between the terms of
this plan and the terms of any insurance contract purchased
hereunder, the plan provisions shall control.

    Any life insurance contracts held in the Trust Fund or
in the separate trust are subject to the following limits:

   (a)  Ordinary life - For purposes of these incidental
   insurance provisions, ordinary life insurance contracts
   are contracts with both nondecreasing death benefits and
   nonincreasing premiums.  If such contracts are held,
   less than 1/2 of the aggregate employer contributions
   allocated to any Participant will be used to pay the
   premiums attributable to them.
   
   (b)  Term and universal life - No more than 1/4 of the
   aggregate employer contributions allocated to any
   participant will be used to pay the premiums on term
   life insurance contracts, universal life insurance
   contracts, and all other life insurance contracts which
   are not ordinary life.
   
   (c)  Combination - The sum of 1/2 of the ordinary life
   insurance premiums and all other life insurance premiums
   will not exceed 1/4 of the aggregate employer
   contributions allocated to any Participant.

14.11.  Voting; Delivery of Information.  The Trustee shall
deliver, or cause to be executed and delivered, to the
Employer or Plan Administrator all notices, prospectuses,
financial statements, proxies and proxy soliciting materials
received by the Trustee relating to securities held by the
Trust or, if applicable, deliver these materials to the
appropriate Participant or the Beneficiary of a deceased
Participant.  The Trustee shall not vote any securities held
by the Trust except in accordance with the written
instructions of the Employer, Participant or the Beneficiary
of the Participant, if the Participant is deceased; however,
the Trustee may, in the absence of instructions, vote
"present" for the sole purpose of allowing such shares to be
counted for establishment of a quorum at a shareholders'
meeting.  The Trustee shall have no duty to solicit
instructions from Participants, Beneficiaries, or the
Employer.

14.12.  Compensation and Expenses of Trustee.  The Trustee's
fee for performing its duties hereunder will be such
reasonable amounts as the Trustee may from time to time
specify by written agreement with the Employer.  Such fee,
any taxes of any kind which may be levied or assessed upon
or with respect to the Trust Fund, and any and all expenses,
including without limitation legal fees and expenses of
administrative and judicial proceedings, reasonably incurred
by the Trustee in connection with its duties and
responsibilities hereunder will, unless some or all have
been paid by said Employer, be paid first from forfeitures
resulting under Section 7.07, then from the remaining Trust
Fund and will, unless allocable to the Accounts of
particular Participants, be charged against the respective
Accounts of all Participants, in such reasonable manner as
the Trustee may determine.

14.13.  Reliance by Trustee on Other Persons.  The Trustee
may rely upon and act upon any writing from any person
authorized by the Employer or Administrator to give
instructions concerning the Plan and may conclusively rely
upon and be protected in acting upon any written order from
the Employer or Administrator or upon any other notice,
request, consent, certificate, or other instructions or
paper reasonably believed by it to have been executed by a
duly authorized person, so long as it acts in good faith in
taking or omitting to take any such action.  The Trustee
need not inquire as to the basis in fact of any statement in
writing received from the Employer or Administrator.

   The Trustee will be entitled to rely on the latest
certificate it has received from the Employer or
Administrator as to any person or persons authorized to act
for the Employer or Administrator hereunder and to sign on
behalf of the Employer or Administrator any directions or
instructions, until it receives from the Employer or
Administrator written notice that such authority has been
revoked.

   Notwithstanding any provision contained herein, the
Trustee will be under no duty to take any action with
respect to any Participant's Account (other than as
specified herein) unless and until the Employer or
Administrator furnishes the Trustee with written
instructions on a form acceptable to the Trustee, and the
Trustee agrees thereto in writing.  The Trustee will not be
liable for any action taken pursuant to the Employer's or
Administrator's written instructions (nor for the collection
of contributions under the Plan, nor the purpose or
propriety of any distribution made thereunder).

14.14.  Indemnification by Employer.  The Employer shall
indemnify and save harmless the Trustee from and against any
and all liability to which the Trustee may be subjected by
reason of any act or conduct (except willful misconduct or
negligence) in its capacity as Trustee, including all
expenses reasonably incurred in its defense.

14.15.  Consultation by Trustee with Counsel.  The Trustee
may consult with legal counsel (who may be but need not be
counsel for the Employer or the Administrator) concerning
any question which may arise with respect to its rights and
duties under the Plan and Trust, and the opinion of such
counsel will, to the extent permitted by law, be full and
complete protection in respect of any action taken or
omitted by the Trustee hereunder in good faith and in
accordance with the opinion of such counsel.

14.16.  Persons Dealing with the Trustee.  No person dealing
with the Trustee will be bound to see to the application of
any money or property paid or delivered to the Trustee or to
inquire into the validity or propriety of any transactions.

14.17.  Resignation or Removal of Trustee.  The Trustee may
resign at any time by written notice to the Employer, which
resignation shall be effective 60 days after delivery to the
Employer.  The Trustee may be removed by the Employer by
written notice to the Trustee, which removal shall be
effective 60 days after delivery to the Trustee.

   Upon resignation or removal of the Trustee, the Employer
may appoint a successor trustee.  Any such successor trustee
will, upon written acceptance of his appointment, become
vested with the estate, rights, powers, discretion, duties
and obligations of the Trustee hereunder as if he had been
originally named as Trustee in this Agreement.

   Upon resignation or removal of the Trustee, the Employer
will no longer participate in this prototype plan and will
be deemed to have adopted an individually designed plan.  In
such event, the Employer shall appoint a successor trustee
within said 60-day period and the Trustee will transfer the
assets of the Trust to the successor trustee upon receipt of
sufficient evidence (such as a determination letter or
opinion letter from the Internal Revenue Service or an
opinion of counsel satisfactory to the Trustee) that such
trust will be a qualified trust under the Code.

    The appointment of a successor trustee shall be
accomplished by delivery to the Trustee of written notice
that the Employer has appointed such successor trustee, and
written acceptance of such appointment by the successor
trustee.  The Trustee may, upon transfer and delivery of the
Trust Fund to a successor trustee, reserve such reasonable
amount as it shall deem necessary to provide for its fees,
compensation, costs and expenses, or for the payment of any
other liabilities chargeable against the Trust Fund for
which it may be liable.  The Trustee shall not be liable for
the acts or omissions of any successor trustee.

14.18.  Fiscal Year of the Trust.  The fiscal year of the
Trust will coincide with the Plan Year.

14.19.  Discharge of Duties by Fiduciaries.  The Trustee and
the Employer and any other fiduciary shall discharge their
duties under the Plan and this Trust Agreement solely in the
interests of Participants and their Beneficiaries in
accordance with the requirements of ERISA.

14.20.  Amendment.  In accordance with provisions of the
Plan, and subject to the limitations set forth therein, this
Trust Agreement may be amended by an instrument in writing
signed by the Employer and the Trustee.  No amendment to
this Trust Agreement shall divert any part of the Trust Fund
to any purpose other than as provided in Section 2 hereof.

14.21.  Plan Termination.  Upon termination or partial
termination of the Plan or complete discontinuance of
contributions thereunder, the Trustee will make
distributions to the Participants or other persons entitled
to distributions as the Employer or Administrator directs in
accordance with the provisions of the Plan.  In the absence
of such instructions and unless the Plan otherwise provides,
the Trustee will notify the Employer or Administrator of
such situation and the Trustee will be under no duty to make
any distributions under the Plan until it receives written
instructions from the Employer or Administrator.  Upon the
completion of such distributions, the Trust will terminate,
the Trustee will be relieved from all liability under the
Trust, and no Participant or other person will have any
claims thereunder, except as required by applicable law.

14.22.  Permitted Reversion of Funds to Employer.  If it is
determined by the Internal Revenue Service that the Plan
does not initially qualify under Section 401 of the Code,
all assets then held under the Plan will be returned by the
Trustee, as directed by the Administrator, to the Employer,
but only if the application for determination is made by the
time prescribed by law for filing the Employer's return for
the taxable year in which the Plan was adopted or such later
date as may be prescribed by regulations.  Such distribution
will be made within one year after the date the initial
qualification is denied.  Upon such distribution the Plan
will be considered to be rescinded and to be of no force or
effect.

   Contributions under the Plan are conditioned upon their
deductibility under Section 404 of the Code.  In the event
the deduction of a contribution made by the Employer is
disallowed under Section 404 of the Code, such contribution
(to the extent disallowed) must be returned to the Employer
within one year of the disallowance of the deduction.

   Any contribution made by the Employer because of a
mistake of fact must be returned to the Employer within one
year of the contribution.

14.23.  Governing Law.  This Trust Agreement will be
construed, administered and enforced according to ERISA and,
to the extent not preempted thereby, the laws of the
Commonwealth of Massachusetts.


                 CORPORATEplan for RetirementSM
                   Profit Sharing/401(k) Plan
               Fidelity Basic Plan Document No. 07
                          Amendment One

Section 2.01(a)(7) "Compensation" is amended to include:

     In addition to other applicable limitations set forth in the
plan, and notwithstanding any other provision of the plan to the
contrary, for plan years beginning on or after January 1, 1994,
the annual compensation of each Employee taken into account under
the plan shall not exceed the OBRA '93 annual compensation limit.
The OBRA '93 annual compensation limit is $150,000, as adjusted
by the Commissioner for increases in the cost of living in
accordance with section 401(a)(17)(B) of the Internal Revenue
Code.  The cost-of-living adjustment in effect for a calendar
year applies to any period, not exceeding 12 months, over which
compensation is determined (determination period) beginning in
such calendar year.  If a determination period consists of fewer
than 12 months, the OBRA '93 annual compensation will be
multiplied by a fraction, the numerator of which is the number of
months in the determination period, and the denominator of which
is 12.

     For plan years beginning on or after January 1, 1994, any
reference in this plan to the limitation under section 401(a)(17)
of the Code shall mean the OBRA '93 annual compensation limit set
forth in this provision.  Notwithstanding 2.01(a)(7)(A), for
purpose of Section 4.02 (Additional Limit on Deferral
Contributions) and Section 4.04 (Limit on Matching
Contributions), the Employer may use Compensation as defined in
Section 5.03(e)(2) excluding reimbursements or other expense
allowances, fringe benefits (cash and non-cash), moving expenses,
deferred compensation and welfare benefits, but including amounts
that are not includable in the gross income of the Participant
under a salary reduction agreement by reason of the application
of Section 125, 402(a)(8), 402(h) or 403(b) of the Code.

     If compensation for any prior determination period is taken
into account in determining an Employee's benefits accruing in
the current plan year, the compensation for that prior
determination period is subject to the OBRA '93 annual
compensation limit in effect for that prior determination period.
For this purpose, for determination periods beginning before the
first day of the first plan year beginning on or after January 1,
1994, the OBRA '93 annual compensation limit is $150,000.

Section 8.01(d) "Distribution of Benefits to Participants and
Beneficiaries" is amended to include:

     (5)  If a distribution is one to which sections 401(a)(11)
and 417 of the Internal Revenue Code do not apply, such
distribution may commence less than 30 days after the notice
required under section 1.411(a)-11(c) of the Income Tax
Regulations is given, provided that:

       (1)  the administrator clearly informs the Participant
  that the Participant has a right to a period of at least 30
  days after receiving the notice to consider the decision of
  whether or not to elect a distribution (and, if applicable, a
  particular distribution option), and
       
       (2)  the Participant, after receiving the notice,
  affirmatively elects a distribution.