GRAND PREMIER FINANCIAL, INC. 
     SAVINGS AND STOCK PLAN AND TRUST 
    (As Amended and Restated Effective January 1, 1997) 
 
     TABLE OF CONTENTS 
 
     Page 
      
 
     ARTICLE I  Purpose, Intent and Effective Date     1 
           
     1.01 Purpose   1 
          1.02 Intent.   1 
          1.03 Effective Date 2 
          1.04 Participation in the NIFCO Plan    2 
 
     ARTICLE II  Definitions and Construction     3 
           
     2.01 Definitions    3 
               Accounts  3 
               Affiliate 3 
               Annual Valuation Date    3 
               Beneficiary    3 
               Board     3 
               Code 4 
               Committee 4 
               Company   4 
               Company Stock  4 
               Company Stock Fund  4 
               Compensation   4 
               Eligible Rollover Distribution     5 
               Eligibility Year of Service   6 
               Employee  6 
               Employer  6 
               Employer Discretionary Account     6 
               Employer Discretionary Contribution     6 
               Employer Profit Sharing Account    6 
               Employer Profit Sharing Contribution    7 
               Employment     7 
               Entry Date     7 
               ERISA     7 
               ESOP Account   7 
               Extended Break in Service     7 
               Forfeiture     7 
               Fund 8 
               Hour of Service     8 
               Investment Fund     8 
               Investment Manager  8 
               Matching Contribution    9 
               Maternity Absence   9 
               Net Gain" or "Net Loss   9 
               One-Year Break in Service     9 
               Normal Retirement Date   10 
               Participant    10 
               Permanent Disability or Permanently Disabled 10 
               Plan 10 
               Plan Year 10 
               Retirement, Retired or Retires     10 
               Rollover Account    10 
               Rollover Contribution    11 
               Salary Savings Account   11 
               Salary Savings Contribution   11 
               Trust     11 
               Trustee   12 
               Valuation 12 
               Valuation Date 12 
               Voluntary Contribution   12 
               Voluntary Contribution Account     12 
               Years of Service    12 
          2.02 Construction   12 
 
     ARTICLE III  Eligibility 13 
           
     3.01 Participation  13 
          3.02 Enrollment     13 
          3.03 Duration  14 
 
     ARTICLE IV  Contributions     15 
 
          4.01 Salary Savings Contributions  15 
          4.02.     Employer Matching Contributions    16 
          4.03 Employer Profit Sharing Contributions.  16 
          4.04 Employer Discretionary Contributions    16 
          4.05 Employers  Contribution of Participants  Salary
Savings Amounts     16 
          4.06 Voluntary Contributions  16 
          4.07 Rollover Contributions   17 
          4.08 Condition on Employer Contributions     18 
          4.09 Time of Contributions    18 
          4.10 Form of Contributions    18 
     4.11 Employer Contribution of Unused Vacation Pay 19 
 
     ARTICLE V  Accounts 20 
 
          5.01 Accounts of Participants 20 
          5.02 Plan Accounting     21 
          5.03 Determination of Net Gain or Net Loss   21 
          5.04 Accounting for Company Stock  21 
          5.05 Allocation of Contributions.  22 
          5.06 Participant Statements   22 
          5.07 Valuation by the Trustee Conclusive     22 
          5.08 Errors in Valuation 23 
 
     ARTICLE VI  Company Stock     24 
 
          6.01 Voting Company Stock     24 
          6.02 Contingent Put Option to Sell Company Stock  24 
 
     ARTICLE VII  Distributions    27 
           
     7.01 Distributions upon Termination of Employment 27 
          7.02 Termination by Death, Retirement or Disability    
27 
          7.03 Termination by Resignation or Dismissal 27 
          7.04 Treatment of Forfeitures 28 
          7.05 Re-Employment of Participants Returning Before 
             an Extended Break in Service    29 
          7.06 Manner of Distribution   29 
          7.07 Timing of Distribution   30 
          7.08 Mode of Distribution     32 
          7.09 Distributions to Qualified Participants 33 
          7.10 In-Service Withdrawals   33 
          7.11 Dividend Pass Through    34 
          7.12 Direct Rollover Option   34 
          7.13 Designation of Beneficiary    35 
          7.14 Distributions Pursuant a Domestic Relations Order 
36 
          7.15 Hardship Withdrawals.    37 
 
     ARTICLE VIII  Loans 40 
           
     8.01 Loan Program   40 
          8.02 Amounts of Loans    40 
          8.03 Effect on Account Balances    41 
          8.04 Loan Terms     41 
 
     ARTICLE IX  Limits on Contributions     42 
 
          9.01 Special Definitions 42 
          9.02 General Limitation on Annual Additions  45 
          9.03 Combined Limitation on Annual Additions 45 
          9.04 Excess Annual Additions  46 
          9.05 Limitation on Elective Deferrals   47 
          9.06 Limit on Voluntary Contributions and Employer
               Matching Contributions   48 
          9.07 Limitation on Multiple Use    50 
          9.08 Aggregation of Plans     50 
          9.09 Qualified Nonelective Contributions     51 
 
     ARTICLE X  Required Top-Heavy Plan Provisions     53 
 
          10.01     Special Rules Where Plan Is Top-Heavy   53 
          10.02     Special Definitions 53 
                    Accrued Benefit     53 
                    Aggregated Plan     54 
                    Determination Date  54 
                    Key Employee   54 
                    Top-Heavy Plan Year 55 
                    Top-Heavy Ratio     55 
          10.03     Minimum Allocation in Top-Heavy Plan Years   
55 
 
     ARTICLE XI  The Trust and Trustee  57 
 
          11.01     The Trust 57 
          11.02     The Trustee    57 
          11.03     The Fund  57 
          11.04     Investment Funds    57 
          11.05     Participant Investments  58 
          11.06     Powers of Trustee    59  
          11.07     Compensation and Expenses     61 
          11.08     Accounts  61 
          11.09     Duty of Person Dealing With Trustee     62 
          11.10     Resignation and Removal of the Trustee  62 
          11.11     Investment Fund Transition Rules   62 
 
     ARTICLE XII  Plan Administration   64 
 
          12.01     Allocation of Responsibility Among
                    Fiduciaries    64 
          12.02     Fiduciary Duties    65 
          12.03     The Committee  65 
          12.04     Committee Action    66 
          12.05     Administrative Powers    66 
          12.06     Investment Direction and Investment Manager  
67 
          12.07     Records and Reports 68 
          12.08     Information to be Provided    68 
 
     ARTICLE XIII  Amendment, Merger and Termination   69 
 
          13.01     Amendment 69 
          13.02     Merger    69 
          13.03     Termination    70 
          13.04     Partial Termination 70 
 
     ARTICLE XIV  Miscellaneous    72 
 
          14.01     Interest of Participants 72 
          14.02     Title to Assets     72 
          14.03     Not a Contract of Employment  72 
          14.04     Spendthrift Clause  72 
          14.05     Addresses 73 
          14.06     Information on Participants   73 
          14.07     Regularly Kept Records Are Binding 73 
          14.08     Claims    73 
          14.09     Indemnification     74 
          14.10     Payments to Minors. Etc. 75 
          14.11     Unclaimed Payments  75 
          14.12     Reversions     76 
          14.13     Necessary Parties   77 
          14.14     Company Action 77 
          14.15     Company as Agent for Employers     77 
          14.16     Plan Expenses  77 
          14.17     Agent for Service of Process  78 
          14.18     Illinois Law to Govern   78 
          14.19     Special Rules Relating to Veterans
Reemployment 
              Rights Under USERRA  78 
 
     ARTICLE XV  Provisions Applicable to Annuity Distributions  
80 
           
     15.01     Annuity Forms of Distribution 80 
          15.02     Determining Optional Form of Distribution;
Qualified Elections 80 
          15.03     Qualified Joint and Survivor Annuity    81 
          15.04     Qualified Preretirement Survivor Annuity     
81 
          15.05     Election Procedures 81 
          15.06     Benefit Starting Date    83 
          15.07     Notice Requirements 83 
 
     ARTICLE XVI  ESOP Provisions  85 
 
          16.01     Special Provisions Applicable When an Exempt
Loan Is Outstanding 85 
          16.02     Form of Contributions    85 
          16.03     Accounts of Participants 85 
          16.04     Exempt Loans   86 
          16.05     Allocation of Contributions.  87 
          16.06     Loan Suspense Account    87 
          16.07     Allocation of Company Stock Released from the
Loan 
             Suspense Account 88 
          16.08     Investment in Company Stock   88 
     16.09     Voting Company Stock     89 
          16.10     Aggregation of Plans     89 
          16.11     Dividend Pass Through    90 
 
 
 
 
 
     GRAND PREMIER FINANCIAL, INC. 
     SAVINGS AND STOCK PLAN AND TRUST 
     (As Amended and Restated Effective January 1, 1997) 
 
 
     ARTICLE I 
 
     Purpose, Intent and Effective Date 
 
     1.01 Purpose.  Prior to January 1, 1997, Premier Financial
Services, Inc. ( Premier ) had established and maintained the
Premier Financial Services, Inc. Employee Savings and Stock Plan
and Trust (the  Premier Plan ), the successor by merger to the
Premier Financial Services, Inc. Employees Profit-Sharing Plan
and Trust and the Premier Financial Services, Inc. Employee Stock
Ownership Plan and Trust, and Northern Illinois Financial
Corporation ( NIFCO ) had established and maintained the Northern
Illinois Financial Corporation Profit-Sharing and 401(k) Savings
Plan (the  NIFCO Plan ).  In connection with the merger of NIFCO
into Premier, the NIFCO Plan was merged into the Premier Plan
effective December 31, 1996 and, effective January 1, 1997, the
Premier Plan was amended and restated in the form of this Grand
Premier Financial Services, Inc. Savings and Stock Plan and Trust
(the  Plan ).  Grand Premier Financial, Inc. (the  Company ) now
maintains the Plan to provide its eligible Employees with a tax
deferred savings program and to enable its eligible Employees to
acquire an equity ownership in the Company. 
     1.02 Intent.  The Company intends this Plan, as amended from
time to time, to be a qualified profit-sharing and stock bonus
plan under Section 401(a) of the Code in full compliance with
ERISA, with the portion of the Plan comprising ESOP Contributions
and ESOP Savings and Matching Contributions being a leveraged
employee stock ownership plan under Section 4975(e)(7) of the
Code, and the feature of the Plan comprising Salary Savings
Contributions being a qualified cash and deferred arrangement
under Section 401(k) of the Code; and intends the Trust created
hereunder to be exempt from taxation under Section 501(a) of the
Code.  The Company intends to continue to maintain this Plan for
the above purposes indefinitely, subject always, however, to the
rights reserved in the Company to amend and terminate the Plan as
set forth below. 
     1.03 Effective Date.  Except as otherwise expressly provided
herein, the terms of this Plan as herein merged, amended and
restated are effective January 1, 1997, for Participants whose
Employment terminates on or after that date.  The benefits, if
any, of participants whose Employment terminated before January
1, 1997, shall be as determined under the terms of the Premier
Plan or the NIFCO Plan or both as in effect at the time of such
termination. 
     1.04 Participation in the NIFCO Plan.  On and after the
December 31, 1996 merger of the NIFCO Plan into the Premier Plan,
each Participant s employment, service and compensation under the
NIFCO Plan prior to that date shall count as Employment and
Compensation under this Plan for all purposes of this Plan. 
 
<PAGE>
     ARTICLE II 
     Definitions and Construction 
     2.01 Definitions.  The following terms, when used in the
Plan and initially capitalized as shown below, shall have the
following respective meanings, unless expressly otherwise
provided: 
     "Accounts" mean all accounts maintained for a Participant
hereunder. 
     "Affiliate" means the Company and: (i) any other member of a
controlled group of corporations of which the Company is a
member, as determined under Sections 414(b) and 1563(a) of the
Code (without regard to Sections 1563(a)(4) and (e)(3)(c) of the
Code); (ii) any unincorporated trade or business that is under
common control with the Company, as determined under Section
414(c) of the Code; (iii) any organization (whether or not
incorporated) which is a member of an affiliated service group
that includes the Company, as determined under Section 414(m) of
the Code; and (iv) any other entity required to be aggregated
with the Company by regulations under Section 414(o) of the Code. 
For purposes of applying this definition and Section 1563(a) and
414(b) and (c) of the Code to Sections 9.02 and 9.03 of this
Plan, the phrase "more than 50 percent" shall be substituted for
the phrase "at least 80 percent" at each place it appears in
Section 1563(a)(1) of the Code.  For purposes of this definition,
an Affiliate shall be considered an Affiliate only for the time
during which it satisfies the above conditions for being an
Affiliate. 
     "Annual Valuation Date" means the last day of the Plan Year.

     "Beneficiary" means the person or persons who become
entitled to receive benefits under this Plan by reason of the
death of a Participant. 
     "Board" means the Board of Directors of the Company as from
time to time constituted. 
     "Code" means the Internal Revenue Code of 1986 as from time
to time amended. References to any Section of the Code herein
shall include any successor provisions thereto. 
     "Committee" means the Committee appointed to administer the
Plan pursuant to Section 12.03. 
     "Company" means GRAND PREMIER FINANCIAL, INC., a Delaware
corporation. 
     "Company Stock" means common stock of the Company. 
     "Company Stock Fund" means the Investment Fund invested in
Company Stock as provided in Section 11.04.  
     "Compensation"  means the total wages or salary, overtime,
commissions, bonuses, and any other taxable remuneration
reportable on Internal Revenue Service form W-2 paid to an
Employee during the Plan Year while a Participant in the Plan,
including any amount deferred by a Participant under the terms of
a Salary Savings Agreement, but disregarding, for Plan Years
beginning on or after January 1, 1989 and prior to January 1,
1994, to the extent required by Section 401(a)(17) of the Code,
Compensation at an annual rate in excess of $200,000 (as
periodically adjusted pursuant to Section 401(a)(17) of the
Code). 
          (a)  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 of Internal Revenue for
increases in the cost of living in accordance with Section
401(a)(17)(B) of the 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 limit 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. 
 
          (b)  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. 
 
          (c)  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. 
 
     "Eligible Rollover Distribution" means any distribution from
this Plan (or, where applicable, any other plan qualified under
Section 401(a) of the Code) of all or any portion of the balance
to the credit of the distributee, except that an Eligible
Rollover Distribution does not include: 
          (a)  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 expectancy) of the
distributee and the distributee's designated beneficiary, or for
a specified period of ten years or more; 
 
          (b)  any distribution to the extent such distribution
is required under Section 401(a)(9) of the Code; 
 
          (c)  the portion of any distribution that is not
includible in gross income (determined without regard to the
exclusion for net unrealized appreciation with respect to Company
Stock or other employer securities); 
 
          (d)  the return to a Participant of contributions and
income or similar corrective distribution under Article IX of
this Plan or otherwise described in regulations under Sections
401(k), 401(g), 401(m) or 415 of the Code; 
 
          (e)  dividends on Company Stock paid and distributed
currently under Section 7.11 of this Plan or other currently
distributed dividends on employer securities as described in
Section 404(k) of the Code; 
 
          (f)  a charge against a Participant's Accounts under
Section 8.02 of this Plan respecting a loan in default or other
deemed distribution under Sections 72 and 402 of the Code arising
from default on a loan; and 
 
          (g)  similar items as designated in regulations or
other rulings, notices or guidance under Section 401(a)(31) of
the Code. 
 
     "Eligibility Year of Service" of an Employee means: (i)
initially, the twelve (12) month period beginning with the date
the Employee first performed an Hour of Service in Employment and
during which he or she completes at least one thousand (1,000)
Hours of Service, and (ii) if the Employee does not complete at
least 1,000 Hours of Service during such initial period, the
first Plan Year that commences after the Plan Year in which the
Employee first performed an Hour of Service and during which he
or she completes at least 1,000 Hours of Service. 
     "Employee" means any individual in Employment, but shall not
include any "leased employee" within the meaning of Section
414(n) of the Code (who is regarded as an employee for purposes
of applying the minimum coverage requirements of the Code) except
for purposes of crediting Hours of Service if such individual
later enters Employment with an Employer. 
     "Employer" means the Company and any other Affiliate that,
with the approval of the Company, adopts the Plan by action of
its board of directors. 
     "Employer Discretionary Account" means the record of a
Participant's interest in the Fund attributable to Employer
Discretionary Contributions from time to time, increased by Net
Gains and decreased by Net Losses and by distributions therefrom,
all in accordance with the provisions of this Plan. 
      Employer Discretionary Contribution  means a discretionary
Employer contribution determined by the Board in accordance with
Section 4.04. 
     "Employer Profit Sharing Account" means the record of a
Participant's interest in the Fund attributable to Profit Sharing
Contributions made by the Employer, increased by Net Gains and
decreased by Net Losses and by distributions therefrom, all in
accordance with the provisions of this Plan. 
     "Employer Profit Sharing Contribution" means an Employer
contribution that is based on Company performance in accordance
with Section 4.03. 
     "Employment"  means service in a common law employee-
employer relationship with the Company or any Affiliate; provided
that, only individuals who are paid as employees from the
Employer payroll and treated by the Employer at all times as
Employees shall be deemed to be in Employment for purposes of the
Plan.  Any person retroactively or in any other way held or found
to be a common-law employee shall not be eligible under the Plan
for any period during which he or she was not treated as in
Employment with the Employer. 
     "Entry Date" means the first day of each calendar month. 
     "ERISA" means the Employee Retirement Income Security Act of
1974, as from time to time amended.  References to any Section of
ERISA herein shall include any successor provisions thereto. 
     "ESOP Account" means the record of a Participant's interest
in the Fund attributable to ESOP Contributions from time to time,
increased by Net Gains and decreased by Net Losses and by
distributions therefrom, all in accordance with the provisions of
this Plan.  Participants  ESOP Accounts shall be invested in
Company Stock, but not in the Company Stock Fund. 
     "Extended Break in Service" of an Employee means a period of
at least a One-Year Break in Service ending on or before December
31, 1984, or a period of at least five consecutive One-Year
Breaks in Service for such Employee ending after December 31,
1984. 
     "Forfeiture" means that part or all of a Participant's
Employer Discretionary Contribution or Profit Sharing Account
that is not distributable to the Participant or his or her
Beneficiary by reason of Section 7.03 hereof. 
     "Fund" means the trust fund held and maintained for purposes
of the Plan under the terms of the Trust established hereunder. 
     "Hour of Service" means each hour for which an Employee is
directly or indirectly paid or entitled to payment from the
Company or an Affiliate: 
          (a)  for the performance of duties; or 
 
          (b)  on account of a period of time for which no duties
were performed (whether or not the employment relationship has
terminated) such as vacation, holidays, illness, incapacity
(including disability), layoff, jury duty, military duty or leave
of absence), provided, however, that (A) no more than 501 Hours
of Service shall be credited under this clause on account of any
single period during which the Employee performs no duties and
(B) no Hours of Service shall be credited under this clause where
the payment is made under a plan maintained solely for the
purpose of complying with applicable workmen's compensation or
disability laws or where the payment solely reimburses the
Employee for medical or medical-related expenses incurred by him
or her; and 
 
          (c)  by reason of back pay (irrespective of mitigation
of damages) awarded to the Employee or agreed to by the Employer
or Affiliate, provided, however, that no duplicate credit for the
same Hours of Service shall be given under both clauses (a) and
(b) and this clause (c). 
 
Hours of Service under clause (i) shall be credited to the Plan
Year (or Eligibility Year of Service) during which the duties
were performed, and Hours of Service under clauses (ii) and (iii)
shall be credited to the Plan Year (or Eligibility Year of
Service) in which occurred the period during which no duties were
performed in accordance with the rules of Department of Labor
regulation 29 C.F.R.  2530.200b-2(b), which is incorporated
herein by this reference. 
     "Investment Fund" means any of: 
          (a)  the Company Stock Fund, and 
 
          (b)  any other investment fund maintained by the
Trustee pursuant to Section 11.04 for purposes of this Plan. 
 
     "Investment Manager" means any person or organization
designated as such by the Committee pursuant to Section 12.06: 
          (a)  who has the power to manage, acquire or dispose of
any asset in the Fund; 
 
          (b)  who is (i) registered as an investment adviser
under the Investment Advisers Act of 1940, (ii) a bank, as
defined in that Act, or (iii) an insurance company qualified to
perform asset management services under the laws of more than one
state; and 
 
          (c)  who has acknowledged in writing that he, she or it
is a fiduciary with respect to the Plan. 
 
     "Matching Contribution" means an additional Employer
contribution made with respect to Salary Savings Contributions
pursuant to Section 4.02. 
     "Maternity Absence" means the absence of an Employee from
service with the Company or an Affiliate if such absence
commences on or after January 1, 1985: 
          (a)  by reason of the pregnancy of the Employee; 
 
          (b)  by reason of the birth of a child of the Employee;

 
          (c)  by reason of the placement of a child with the
Employee in connection with the adoption of such child by such
employee; or 
 
          (d)  for purposes of caring for such child for a period
beginning immediately following such birth or placement; 
 
provided that the Employee establishes to the satisfaction of the
Committee the length of such absence and that such absence was
for one of the reasons listed above. 
     "Net Gain" or "Net Loss" means the increase or decrease in
the value of the Fund, or of any component Investment Fund,
determined in accordance with Section 5.03 hereof. 
     "One-Year Break in Service" of an Employee means Plan Year
in which he or she does not complete more than 500 Hours of
Service.  A One-Year Break in Service shall not be deemed to have
occurred if the Employee is absent: (i) on an approved leave of
absence granted by the Company or an Affiliate on or after August
5, 1993, pursuant to the Family and Medical Leave Act, if the
Employee returns to work for the Company or an Affiliate at the
end of such leave of absence; or (ii) from employment with the
Company or an Affiliate by reason of service in the  uniformed
services  (as that term is defined in the Uniformed Services
Employment and Reemployment Rights Act of 1994 ( USERRA )) for a
period during which the Employee s reemployment rights are
guaranteed by USERRA, and the Employee is reemployed by the
Company or an Affiliate under the terms of Section 4312 of
USERRA. 
     "Normal Retirement Date" means a Participant's 65th
birthday. 
     "Participant" means an Employee who meets the requirements
of Article III for participation in the Plan and a former
Employee who is entitled to benefits hereunder. 
     "Permanent Disability" or "Permanently Disabled" means a
physical or mental condition that prevents a Participant from
performing his or her normal duties for the Employer and that
further prevents such Participant from performing any other
similar duties for the Employer for which the Participant is
qualified by education, training or experience. A Participant
shall be deemed Permanently Disabled for purposes of the Plan if
such Participant qualifies for disability benefits from Social
Security or under the terms of any other formal written long-term
disability program maintained by the Employer. 
     "Plan"  means the GRAND PREMIER FINANCIAL, INC. SAVINGS AND
STOCK PLAN AND TRUST, as herein set forth and as from time to
time amended. 
     "Plan Year" means the fiscal year of the Plan, which
coincides with the calendar year. 
     "Retirement" "Retired" or "Retires," when used with
reference to a Participant, means the termination of such
Participant's Employment (for any reason other than death) on or
after his or her Normal Retirement Date. 
     "Rollover Account" means the record of the value of an
Employee's interest in the Fund resulting from such Employee's
Rollover Contribution pursuant to Section 4.07, increased by Net
Gains and decreased by Net Losses and by distributions therefrom,
all in accordance with the provisions of this Plan. 
     "Rollover Contribution" means a transfer to this Plan of
part or all of the amount (or property) distributed to an
Employee in an Eligible Rollover Distribution (or in a
distribution before 1993 excluded from the distributee's gross
income by Section 402(a)(5) of the Code as then in effect) from
another employee benefit plan qualified under Section 401(a) of
the Code (the "other plan") if the part or all of the
distribution is transferred to this Plan: 
          (a)  in a direct rollover from the other plan under
Section 401(a)(31) of the Code and provisions of the other plan
corresponding to Section 7.12 of this Plan; 
 
          (b)  by the Employee within sixty (60) days after its
receipt by the Employee from the other plan; or 
 
          (c)  from an individual retirement account (as defined
in Section 408 of the Code) ("IRA") that is a conduit IRA if, but
only if, such qualified plan distribution had previously been
deposited as a valid rollover contribution and as the only
contribution into such conduit IRA and is transferred to this
Plan either in an Eligible Rollover Distribution from such
conduit IRA or by the Employee within sixty (60) days after the
Employee's receipt of his or her distribution from the conduit
IRA, and includes the earnings thereon. 
 
     "Salary Savings Account" means the record of a Participant's
interest in the Fund attributable to Salary Savings Contributions
of the Participant and associated Matching Contributions of the
Employer, increased by Net Gains and decreased by Net Losses and
by distributions therefrom, all in accordance with the provisions
of this Plan. 
     "Salary Savings Contribution" means a contribution made
under the terms of a Participant's Salary Savings Agreement
pursuant to Section 4.01. 
     "Trust" means the GRAND PREMIER FINANCIAL, INC. SAVINGS AND
STOCK TRUST, as set forth in Article XI hereof. 
     "Trustee" means GRAND PREMIER TRUST AND INVESTMENT, INC. or
such banking association, corporation, other entity, individual
or group of individuals appointed as successor Trustee pursuant
to Section 11.10. 
     "Valuation" means the determination of the value of the
assets of the Fund, or of any component Investment Fund, in the
manner provided in Section 5.03 hereof, as of the Annual
Valuation Date for each Plan Year, or each other Valuation Date,
and as of any other date on which the Trustee, in its sole
discretion, deems it desirable to make such Valuation. 
     "Valuation Date" means each day on which the New York Stock
Exchange is open, and  as of which a Valuation of the Fund or of
any or all component Investment Funds is made or is to be made. 
     "Voluntary Contribution" means a Participant's after- tax
contribution made pursuant to Section 4.06. 
     "Voluntary Contribution Account" means the record of a
Participant's interest in the Fund attributable to the Voluntary
Contributions from time to time, increased by Net Gains and
decreased by Net Losses and by distributions therefrom, all in
accordance with the provisions of this Plan. 
     "Years of Service" means the number of complete years
elapsed since the first date of the Participant s Employment (or
since the date of any re-Employment) and during which the
Participant was continuously in Employment with the Company or an
Affiliate. 
     2.02 Construction.  The masculine pronoun whenever used
herein shall be construed so as to include the feminine and the
neuter, and the singular shall be deemed to include the plural
whenever the context so requires. 
 
     ARTICLE III 
     Eligibility 
     3.01 Participation.  Each Employee of an Employer who was a
Participant in the Premier Plan or the NIFCO Plan on December 31,
1996, shall continue as Participant in the Plan from and after
January 1, 1997, subject to the terms and provisions of the Plan. 
Each other Employee of an Employer who is not covered under the
terms of a collective bargaining agreement under which retirement
benefits have been subject of good faith bargaining (unless such
agreement provides for the Employee's participation in the Plan)
shall become a Participant in the Plan on January 1, 1997, or the
first Entry Date thereafter on which such Employee meets the
following respective requirements: 
          (a)  With respect to eligibility to participate in
Salary Savings Contributions and  Matching Contributions: 
 
               (i)  the Employee has attained age twenty-one
(21); and 
 
               (ii) the Employee has completed 12- consecutive
months of Employment with the Employer; 
 
          (b)  With respect to eligibility to participate in
Employer Discretionary and Profit Sharing Contributions: 
 
               (i)  the Employee has attained age twenty-one
(21); and 
 
               (ii) the Employee has completed one Eligibility
Year of Service; 
 
provided he or she is an Employee of an Employer on such Entry
Date. 
 
     3.02 Enrollment.  The Committee shall notify eligible
Employees of their impending eligibility to participate in the
Salary Savings Contributions and Matching Contributions under the
Plan as early as practicable before the applicable Entry Date. 
As part of the notification the Committee shall provide each
eligible Employee with a form of Salary Savings Agreement, form
of designation of Beneficiary, form for making initial investment
elections, and summary plan description.  Participants must
complete and return such forms to the Committee in the time and
manner allowed by the Committee, or follow such other mechanism,
such as a telephone access system, as the Committee makes
available, in order to obtain the rights and benefits under this
Plan to which such forms relate. 
     3.03 Duration.  An Employee who becomes a Participant shall
continue to be a Participant until his or her Employment with all
Employers terminates.  Upon such termination of Employment, he or
she thereupon shall cease to be a Participant (except with
respect to benefits that were accrued and vested prior to such
termination) unless and until he or she thereafter returns to
active Employment as an Employee of an Employer.  A former
Participant who is re- employed by an Employer (and continues to
meet the requirement of Section 3.01(b)) shall again become a
Participant immediately upon such re-Employment. 

     ARTICLE IV 
     Contributions 
     4.01 Salary Savings Contributions.  A Participant may enter
into a Salary Savings Agreement with the Employer authorizing the
Employer to withhold a whole percentage of between one and 13
percent of such Participant's Compensation and to deposit such
amount as a Salary Savings Contribution to the Plan.  Any such
Salary Savings Contribution shall be credited to the
Participant's Salary Savings Account.  A Participant may change
his or her Salary Savings Agreement to increase or decrease his
or her Salary Savings Contributions or terminate the Salary
Savings Agreement by written notice to the Employer at least
fourteen (14) days prior to the end of the payroll period for
which such change is to be effective.  If a Participant has not
authorized the Employer to withhold at the maximum rate and
desires to increase the total withheld for a Plan Year, such
Participant may authorize the Employer to withhold a supplemental
amount up to 100% of his or her Compensation for one or more pay
periods subject to the foregoing limit.  In no event may the sum
of the amounts withheld under the Salary Savings Agreement in any
calendar year exceed $9,500 (as such amount may be adjusted from
time to time pursuant to Section 402(g)(5) of the Code). 
Notwithstanding the Salary Savings Agreement of any Highly
Compensated Employee, the Committee, to the extent it determines
is necessary or desirable to meet the requirements of Section
9.05, may in its discretion reduce the level of Salary Savings
Contributions by, or terminate the Salary Savings Agreement of,
any Highly Compensated Employee, or recharacterize such Salary
Savings Contributions as Voluntary Contributions, or return
excess Salary Savings Contributions to such Highly Compensated
Employee as provided in Section 9.05. 
     4.02 Employer Matching Contributions.  Each Employer shall
make a Matching Contribution of twenty-five percent (25%) of the
Salary Savings Contributions made for each payroll period by
Participants in its Employment during such period. 
     4.03 Employer Profit Sharing Contributions.  Each Employer
may make an Employer Profit Sharing Contribution for a Plan Year
in an amount determined in the sole discretion of the Board.  The
Employer Profit Sharing Contribution made for any Plan Year shall
be allocated to the Employer Profit Sharing Accounts of
Participants in accordance with the provisions of Section 5.05. 
     4.04 Employer Discretionary Contributions.  Each Employer
may make an Employer Discretionary Contribution for a Plan Year
in an amount determined in the sole discretion of the Board.  The
Employer Discretionary Contribution made for any Plan Year shall
be allocated to the Employer Discretionary Accounts of 
Participants in accordance with the provisions of Section 5.05. 
     4.05 Employers  Contribution of Participants  Salary Savings
Amounts.  Each Employer shall contribute amounts withheld by it
from Participants' Compensation as Salary Savings Contributions
under Section 4.01. 
     4.06 Voluntary Contributions.  A Participant may make
Voluntary Contributions to the Plan out of after-tax compensation
by so characterizing or recharacterizing all or part of his or
her Salary Savings Contributions otherwise made pursuant to
Section 4.05.  The Committee may recharacterize the Salary
Savings Contributions of any Highly Compensated Employee to the
extent it determines is necessary or desirable to meet the
requirements of Section 9.05.  Any such characterization or
re-characterization made voluntarily by a Participant shall, and
any such re- characterization imposed by the Committee shall if
practicable, be made not later than two and one-half months after
the end of the Plan Year in which the original Salary Savings
Contributions were made; and shall in all events be made by the
end of the Plan Year following the Plan Year in which the
original Salary Savings Contributions were made.  Notwithstanding
the voluntary characterization or re characterization made by a
Participant who is a Highly Compensated Employee, the Committee,
to the extent it determines is necessary or desirable to meet the
requirements of Section 9.05, may in its discretion reduce the
level of Voluntary Contributions by, or terminate the Voluntary
Contributions election of, any Highly Compensated Employee, or
return such Voluntary Contributions to such Highly Compensated
Employee as provided in Section 9.05.  In no event shall the
Voluntary Contributions by a Participant to all qualified plans
of any Affiliate for all years of participation exceed ten
percent (10%) of the Participant's aggregate Compensation for all
years since becoming a Participant. Except as provided by this
Section 4.06, Voluntary Contributions may not be made under this
Plan on or after July 1, 1993; but any Voluntary Contributions
made prior to that date under the Premier Financial Services,
Inc. Employee Savings and Stock Plan and Trust or the Premier
Financial Services, Inc. Employee Profit-Sharing Plan and Trust
(together with any Voluntary Contributions theeafter made under
this Section 4.06), shall be credited to and held in the
Participant's Voluntary Contributions Account maintained pursuant
to the provisions of this Plan. 
     4.07 Rollover Contributions.  An Employee who meets the
requirements of Sections 3.01(a) and (b) above (but whether or
not an Entry Date has yet occurred) may make Rollover
Contributions to the Plan.  Each Employee's Rollover Contribution
shall be immediately allocated to his or her Rollover Account. 
The balance in a Rollover Account shall be nonforfeitable. Prior
to accepting such Rollover Contribution the Committee may in
accordance with its procedures for Rollover Contributions require
such evidence or assurance as it deems desirable from the
Participant, or from the administrator of the other plan
involved, that such contribution results from an Eligible
Rollover Distribution and qualifies as a Rollover Contribution.
However, the acceptance of any Rollover Contribution by the
Trustee shall not in any manner guarantee the effect under any
tax laws of such deposit. 
     4.08 Condition on Employer Contributions.  Unless an
Employer's or the Board's instrument making or authorizing a
particular contribution expressly provides to the contrary, all
Employer contributions to this Plan are hereby expressly
conditioned on the deductibility of such contributions for
federal income tax purposes under Section 404 of the Code, and
notwithstanding any provision of the Plan to the contrary shall
not exceed the maximum amount so deductible. 
     4.09 Time of Contributions.  The Employer shall pay Salary
Savings Contributions and Voluntary Contributions made by or on
behalf of a Participant to the Trustee as of the earliest date on
which such Contributions can reasonably be segregated from the
Employer s assets; but in no event later than the 15th business
day of the month following the month in which the Contributions
amounts withheld otherwise would have been paid to the
Participants as Compensation, if the Participant had not elected
to have such Salary Savings Contributions or Voluntary
Contributions made on his or her behalf.  The Employer shall pay
Matching Contributions, ESOP Contributions and Profit Sharing
Contributions to the Trustee by the due date for filing the
Employer's federal income tax return for the taxable year to
which they relate.  For purposes of allocations required under
this Plan, all contributions shall be considered a part of the
Fund as of the Plan Year to which they relate. 
     4.10 Form of Contributions.  Rollover Contributions may be
made in cash, or in such property as may have been distributed in
the Eligible Rollover Distribution to the extent such property is
acceptable to the Trustee in its discretion to receive for
purposes of this Plan, or in a combination thereof.  Employer
Matching Contributions may be made in the discretion of the Board
in Company Stock (whether authorized and previously unissued or
previously issued and reacquired), or in cash, or in a
combination thereof.  All other contributions shall be made in
cash.  All property received by the Trustee as a contribution to
the Fund shall be received at its fair market value on the date
of receipt. 
     4.11 Employer Contribution of Unused Vacation Pay.  Subject
to the limitations of this Section, for each Plan Year, the
Employer shall contribute an amount to the Trust on behalf of
each Participant equal to the amount of such Participant s unused
vacation pay.  The amount of each Participant s unused vacation
pay shall be determined by the Employer as of the end of each
Plan Year, according to the Employer s vacation policy and
records, and contributed as soon as practicable after such time. 
This contribution amount shall be allocated to the Participant s
Employer Discretionary Contribution Account and treated as an
Employer Contribution for all purposes of the Plan.  Employer
Contributions made under this Section 4.5 shall be subject to the
limitations of Code Sections 401(a)(4), 404(a) and 415, and any
amount of unused vacation pay that cannot be contributed to the
Trust on behalf of a Participant due to such limitations shall be
treated according to the terms of the Employer s vacation policy. 
Participants shall not have the option to receive the amount of
unused vacation pay in cash. 
 

 
 
     ARTICLE V 
     Accounts 
     5.01 Accounts of Participants.  The Committee shall
maintain, or cause the Trustee or Investment Manager to maintain,
bookkeeping Accounts for each Participant showing respectively
each Participant's interest in the Fund, if any, attributable to:

          (a)  Salary Savings and Matching Contributions, 
          (b)  Employer Profit Sharing Contributions, 
          (c)  Employer Discretionary Contributions, 
          (d)  Voluntary Contributions, 
          (e)  ESOP Contributions, and 
          (f)  Rollover Contributions, 
and the Net Gain or Net Loss attributable thereto.  Except as
provided in Section 9.05 (relating to excess Matching
Contributions and excess Voluntary Contributions), Section 8.01
(relating to Plan loans in default), and Section 14.11 (relating
to unclaimed payments), the Salary Savings Account, Voluntary
Contribution Account, ESOP Account, and Rollover Account of a
Participant shall be fully vested and nonforfeitable.  The
Employer Discretionary Account and Employer Profit Sharing
Account of a Participant shall become vested and nonforfeitable
in accordance with Section 7.03.  The Committee shall maintain,
or cause the Trustee or Investment Manager to maintain,
subaccounts within each such Account reflecting: (i) the
investment of each such Account in the Investment Funds
maintained under Section 11.04; (ii) the portion of a Participant
s Salary Savings Account that is attributable to Employer
Matching Contributions; and (iii)  the  portion (if any) of a
Participant's Salary Savings Account that is attributable to ESOP
Savings and Matching Contributions.  The Committee or Trustee may
maintain, or cause the Investment Manager to maintain, such other
accounts and subaccounts as the Committee or Trustee deems
necessary or desirable or as the Committee may direct. 
     5.02 Plan Accounting.  As of each Valuation Date there shall
be allocated to each Account its proportionate share since the
last Valuation Date of the Net Gain or Net Loss of the Investment
Funds in which it has been invested. 
     5.03 Determination of Net Gain or Net Loss.  The investments
in each Investment Fund, including the Company Stock Fund, shall
be maintained in full and fractional shares or units.  The
Trustee is responsible for determining the number of full and
fractional shares or units of each such Fund.  To the extent an
Investment Fund is comprised of a collective investment fund of
the Trustee, the net asset and unit values shall be determined in
accordance with the rules governing such collective investment
funds, which are incorporated herein by reference.  Fees and
expenses incurred for the management and maintenance of
Investment Funds shall be charged at the Investment Fund level
and reflected in the Net Gain or Loss of each Investment Fund.  
     5.04 Accounting for Company Stock.  The following additional
rules shall apply to the Company Stock Fund: 
          (a)  Shareholder Rights.  Shareholder Rights with
respect to all Company Stock in an Account shall be exercised by
the Trustee in accordance with directions from the Participant
pursuant to the procedures of Section 6.01 and the Trust
Agreement. 
 
          (b)  Tender Offer.  If a tender offer is commenced for
Company Stock, the provisions of the Trust Agreement regarding
the response to such tender offer, the holding and investment of
proceeds derived from such tender offer and the substitution of
new securities for such proceeds shall be followed. 
 
          (c)  Dividends and Income.  Dividends (whether in cash
or in property) and other income received by the Trustee in
respect of Company Stock shall be reinvested in Company Stock and
shall constitute income and be recognized on an accrual basis as
of the record date with respect to such dividend; provided that,
with respect to any dividend that is reflected in the market
price of the underlying stock, the Company shall direct the
Trustee during such trading period to trade such stock the
regular way to reflect the value of the dividend, and all Fund
transfers and cash distributions shall be transacted accordingly
with no accrual of such dividend, other than as reflected in such
market price. 
 
          (d)  Transaction Costs.  Any brokerage commissions,
transfer taxes, transaction charges, and other charges and
expenses in connection with the purchase or sale of Company Stock
shall be added to the cost thereof in the case of a purchase or
deducted from the proceeds thereof in the case of a sale;
provided, however, where the purchase or sale of Company Stock is
with a "disqualified person" as defined in Section 4975(e)(2) of
the Code or a "party in interest" as defined in Section 3(14) of
ERISA, no commissions may be charged with respect thereto. 
 
     5.05 Allocation of Contributions. Salary Savings
Contributions and associated Matching Contributions shall be
allocated directly to the Salary Savings Accounts of Participants
making the Salary Savings Contributions.  Voluntary Contributions
and Rollover Contributions shall be allocated directly to the
respective Accounts of Participants making such contributions. 
Employer Profit Sharing and Discretionary Contributions, if any,
and Forfeitures becoming available for reallocation under Section
7.04, shall be allocated to the Accounts of Participants employed
by an Employer on the last day of the Plan Year who have
completed at least 1,000 Hours of Service during such Plan Year,
and to the Accounts of Participants who have terminated
Employment during the Plan Year as a result of death, Permanent
Disability or after attaining of Normal Retirement Age regardless
of the number of hours worked, in proportion to each eligible
Participant's Compensation earned during the Plan Year while a
Participant in the Plan. 
     5.06 Participant Statements.  Upon completing the
allocations described above, the Committee shall prepare a
statement for each Participant showing the additions to and
subtractions from his or her account since the last Valuation
Date and the fair market value of his or her Accounts as of the
current Valuation Date. 
     5.07 Valuation by the Trustee Conclusive.  In all matters,
the determination of the net value of the assets of the Fund made
by the Trustee shall be conclusive; provided, however, that the
valuation of any Company Stock held in the Fund that is first
acquired by the Trust on or after January 1, 1987 and is not at
the relevant time readily tradeable on an established securities
market shall, for purposes of all activities of the Plan,
determined by an independent appraiser meeting the requirements
of Section 401(a)(28)(C) of the Code. 
     5.08 Errors in Valuation.  Upon the discovery of any error
or miscalculation in the valuation of an Account, the Trustee
shall correct the same insofar as, in the Trustee's discretion,
the correction is feasible, and any gain or loss resulting
therefrom shall be treated as income or expense to be credited or
charged to the Fund in the year in which such correction is made,
and any correction so made shall not otherwise change the value
of any other Participant's Account as such value was determined
at the time such error or miscalculation was made. 

     ARTICLE VI 
     Company Stock 
     6.01 Voting Company Stock.  The vote of Company Stock
allocated to the Accounts of Participants on the record date for
such vote shall be passed through to the Participant (or
Beneficiary) to whose Account the Company Stock is allocated.  To
this end, in the event the Trustee is notified by proxy
solicitation or otherwise of any matter to be brought before a
meeting of stockholders of the Company, the Trustee shall advise,
or cause the Company to advise, each Participant (or Beneficiary)
in writing of such matter and request instructions from each such
Participant (or Beneficiary) on how the Company Stock allocated
to his or her Company Stock Account is to be voted.  Such
instructions may include an instruction to abstain.  All voting
Company Stock as to which instructions have been requested and
received shall be voted in accordance with such instructions. 
Voting Company Stock as to which no instructions have been
received shall be voted in the same proportion as the Company
stock for which voting instructions have been received or, if
necessary to comply with ERISA, by the Trustee, in its sole
discretion. 
     6.02 Contingent Put Option to Sell Company Stock.  If at any
time Company Stock is neither listed on a national securities
exchange registered under Section 6 of the Securities Exchange
Act of 1934 ("Listed"), nor quoted on a system sponsored by a
national securities association registered under Section 15A(b)
of the Securities Exchange Act of 1934 ("Quoted"), each
Participant or his or her Beneficiary, or his or her legal
representatives, heirs or legatees in case of the death of such
Participant or Beneficiary (hereinafter called "Selling
Stockholder"), shall have the option (hereinafter called the "Put
Option") to require the Company to buy the shares of Company
Stock distributed to him or her from the Trust on the terms and
conditions set forth in this Section 6.02: 
          (a)  Term.  The initial term during which the Put
Option may be exercised shall begin on the date such shares of
Company Stock are distributed and end on the 60th day thereafter. 
If the Put Option is not exercised within that initial term, the
Put Option may again be exercised during a second term which
shall begin on the date the distributee receives notice of the
revaluation prescribed by subsection (b) below and end on the
60th day thereafter.  If the Put Option is not exercised during
that second term, it shall wholly and completely terminate. 
 
          (b)  Revaluation.  Following the valuation of the
Company Stock on the Annual Valuation Date as of the last day of
the Plan Year in which the initial term prescribed by subsection
(a) expired, the Trustees shall notify each distributee who
received Company Stock in such distribution but did not exercise
the Put Option during the initial term of the value of Company
Stock as determined on such Annual Valuation Date. 
 
          (c)  Purchase Price.  The purchase price for the
Company Stock shall be its value determined pursuant to Section
5.09 as of the last Valuation Date preceding the exercise of the
Put Option. 
 
          (d)  Manner of Exercise.  The Selling Stockholder shall
exercise the Put Option by giving notice (i) in writing, and (ii)
mailed by prepaid registered or certified mail to the Company and
shall contain (A) the name of the Selling Stockholder exercising
the Put Option and his or her address, and (B) the number of
shares being offered for sale. 
 
          (e)  Repurchase by Trust or Company.  Immediately upon
receipt of such notice of exercise, the Company shall advise the
Trustee of such notice and the Trustee may purchase all or a
portion of the Company Stock.  In the event that not all of the
shares offered are accepted by the Trustee, the balance of the
shares shall be sold to the Company. 
 
          (f)  Payment.  The purchase price will be paid by
delivering to the Selling Stockholder a promissory note of the
purchaser providing for payment in substantially equal annual
installments over a period of five (5) years with adequate
security and interest at a reasonable rate, provided, however,
that the purchaser may prepay such note at any time without
penalty. 
 
          (g)  Place and Time of Closing.  The sale of Company
Stock shall be closed at the office of the purchaser at a time
during ordinary business hours fixed by the Selling Stockholder
not more than thirty (30) days after the date on which the notice
of exercise is served. 
 
          (h)  Delivery of Stock and Closing Documents.  Upon the
closing of a sale the Selling Stockholder shall deliver to the
purchaser in exchange for payment by the purchaser the
certificates of stock being sold, endorsed for transfer, and
bearing any necessary documentary stamps and such assignments,
certificates of authority, tax releases, consents to transfer,
Instruments and evidence of the title of the Selling Stockholder
as may be reasonably required by counsel for the purchaser. 
 
The Put Option provided by this Section 6.02 shall lapse in the
event such Company Stock becomes Listed or Quoted; provided,
however, that the Put Option shall not lapse so long as the
Company Stock may continue to be subject to any restriction under
any Federal or state securities law, any regulation thereunder,
or any other agreement, which would make such Company Stock not
as freely tradeable as stock not subject to such restriction. 

     ARTICLE VII 
     Distributions 
     7.01 Distributions upon Termination of Employment.  Each
Participant whose Employment is terminated shall be entitled to a
distribution of (i) all of the Participant s Rollover Account;
(ii) all of the Participant s Salary Savings Account, (iii) all
of the Participant s Voluntary Contribution Account, (iv) all of
the Participant s Employer Matching Account, (v) all of the
Participant s ESOP Account, and (vi) that portion (which may be
all) of the Participant s Employer Discretionary  Account and
Profit Sharing Account determined in accordance with Section 7.02
and 7.03 hereof.  Account balances will be valued for this
purpose as of the last Valuation Date preceding actual
distribution (reduced by any earlier distributions since the last
Valuation Date) and will be payable in accordance with the
provisions of this Article. 
     7.02 Termination by Death, Retirement or Disability.  If a
Participant's Employment terminates on or after his or her Normal
Retirement Date, or by reason of his or her Permanent Disability
or death, the Participant (or his or her Beneficiary, as the case
may be) shall be entitled to a distribution of the entire balance
in his or her Employer Discretionary Account and Profit Sharing
Account. 
     7.03 Termination by Resignation or Dismissal.  If a
Participant's Employment terminates before the Participant s
Normal Retirement Date for a reason other than his or her
Permanent Disability or death, such Participant shall be entitled
to a distribution of the applicable percentage of his or her
Employer Discretionary Account, and Profit Sharing Account based
upon the Participant s completed Years of Service (whether or not
consecutive) on the date his or her Employment terminates, in
accordance with the following table: 
 
 
               Completed Years               Vested Percentage 
                     of Service                   of Accrued
Benefit 
 
               Less than five                   0% 
               Five or more                       100% 
 
provided, that the Vested Percentage of a Participant shall not
be less than the Participant s Vested Percentage in his or her
Accounts under the Premier Plan or the NIFCO Plan, as applicable,
prior to January 1, 1997. 
     7.04 Treatment of Forfeitures.  That part of a Participant's
Employer Discretionary  Account and Profit Sharing Account that
is not distributable as provided in Section 7.03 hereof shall be
a Forfeiture as of the date such Participant s termination of
Employment occurs.  Forfeiture amounts shall be held in a
separate Forfeiture Account that shall not share in Net Gain and
Net Loss until the earlier of (i) the date the Participant s
Accounts are distributed to him under this Article VII, or (ii)
the date as of which the Participant incurs a One-Year Break in
Service, after which the Forfeiture Account relating to such
Participant shall be reallocated as a part of the Employer
contributions as set forth in Section 5.05 for the Plan Year in
which such Forfeiture became permanent.  If a Participant who has
incurred a Forfeiture is re-employed by the Company or an
Affiliate after the Forfeiture Account attributable to him has
been reallocated, and repays to the play (without interest)
before the earlier of (i) 5 years after the first date on which
the Participant is re-employed by the Employer, or (ii) the date
as of which the Participant incurs a subsequent Extended Break in
Service, the amount (if any) distributed to him or her upon such
prior termination of Employment, the amount of such Forfeiture
shall be reinstated to his or her Employer Discretionary or
Profit Sharing Account. 
     7.05 Re-Employment of Participants Returning Before an
Extended Break in Service.  In the case of a partially vested
Participant whose Employment is terminated and who received a
distribution from the Plan but who is re-employed by the Company
or an Affiliate prior to incurring an Extended Break in Service,
the amount of such Participant's then current Profit Sharing and
Employer Discretionary Account balances that are nonforfeitable
shall thereafter be computed as follows: 
     Step 1.  Add the amount of any distribution  made to such
Participant from his Employer Profit Sharing and Discretionary
Accounts as a result of his or her termination of Employment to
the then current balance in his or her Account. 
     Step 2.  Multiply such Step 1 sum by the applicable
nonforfeitable percentage as set forth in Section 6.03. 
     Step 3.  Subtract the amount of the prior distribution from
such Step 2 product. 
     7.06 Manner of Distribution.  Any amounts to which a
Participant whose Employment terminates is entitled hereunder
shall be distributed to such Participant in one or more lump sums
representing the full amount distributable at the time of such
distribution, unless: 
          (a)  on the date of a Participant's termination of
Employment the amount distributable from his or her Accounts
exceeds $3,500, and 
 
          (b)  the Participant elects to receive distribution of
his or her Employer Discretionary and Profit Sharing Accounts in
the form of  installments, with the consent of his or her spouse
in the manner (but subject to the exceptions) specified in
Section 7.10 if the Participant is married, by written notice to
the Committee in a form acceptable to the Committee before the
date on which distribution would otherwise be made under Section
7.07; 
 
in which event distribution of his or her Accounts shall be made
in substantially equal installments payable not less often than
annually over a period not exceeding the joint life expectancy of
the Participant and his or her designated Beneficiary. 
     If distribution is made in installments, the minimum
distribution to be made each year will be an amount equal to the
quotient obtained by dividing the distributable balance of the
Participant's Accounts at the beginning of the Plan Year in which
payments begin by the period selected.  Life expectancies for
this purpose shall be computed by the use of the return multiples
contained in Section 1.72-9 of the Treasury Regulations.  For
purposes of this computation, the life expectancy of a
Participant, and of the Participant's spouse if he or she is the
Participant's Beneficiary, shall be recalculated annually. 
However, the life expectancy of a non-spouse Beneficiary shall
not be recalculated.  If the Participant's spouse is not the
designated Beneficiary, the method of distribution selected must
assume that at least 50% of the present value of the amount
available for distribution is paid within the life expectancy of
the Participant.  Notwithstanding the foregoing, a Participant
who was a Participant in the NIFCO Plan prior to January 1, 1997,
may elect to have the portion of his Accounts attributable to
Company contributions under the NIFCO Plan prior to July 1, 1991
used to purchase an annuity in accordance with Article  XV. 
     7.07 Timing of Distribution.  Distribution will be made or
begin as soon as practicable after the first Valuation Date
following the later of (i) the date the Participant's Employment
terminates, or (ii) the date the Committee receives from the
Participant a written request for immediate distribution in form
and substance satisfactory to the Committee; unless one or both
of such requirements is eliminated and the distribution date is
specified by one of the following rules: 
          (a)  Death.  If a Participant has died, whether during
his or her employment or after his or her employment has
terminated, no written request for immediate distribution shall
be required and distribution shall be made as soon as practicable
after the Valuation Date that next follows the Participant's
death. 
 
          (b)  Age 65.  If a Participant has attained age 65,
whether during his or her Employment or after his or her
Employment has terminated, no written request for immediate
distribution shall be required and distribution shall be made as
soon as practicable after the Valuation Date that next follows
the later of the date the Participant attained age 65 or the date
the Participant's Employment terminates. 
 
          (c)  $3,500.  If upon a Participant's termination of
Employment the amount distributable does not exceed (and has
never exceeded) $3,500, no written request for immediate
distribution shall be required and distribution shall be made as
soon as practicable after the Valuation Date that next follows
the Participant's termination of Employment. 
 
          (d)  Age 70 -.  If a Participant who attains age 70 -
on or after July 1, 1987, and who is a 5% owner of the Company,
has not terminated Employment before the last Valuation Date in
the calendar year in which he or she attains age 70 -, then
neither a written request for immediate distribution nor
termination of Employment shall be required.  In such event
distribution shall be made in all events by April 1 of the
calendar year following the calendar year in which he or she
attained age 70 -, based on the balance of the Participant's
Accounts as of the last Valuation Date in the calendar year in
which he or she attained age 70 -.  Amounts credited to such
Participant's Accounts in any later calendar year by reason of
continuing Employment and participation in the Plan shall
similarly be distributed by April 1 of the following calendar
year, based upon the balance of the Participant's Accounts as of
the last Valuation Date in the preceding calendar year. 
 
Distribution of benefits shall not be delayed without a
Participant's consent (which, however, shall be deemed given by
the Participant's failure to submit a written request for
immediate distribution pursuant to this Section 7.07) beyond 60
days after the end of the Plan Year in which occurs the latest of
the date the Participant attains age 65, the date the
Participant's employment terminates, or the tenth anniversary of
the date the Participant became a Participant in this Plan. 
Distributions under this Plan shall be made in accordance with
the provisions of Section 401(a)(9) of the Code and regulations
thereunder, including the incidental death benefit requirements
of those regulations. 
     If a distribution is one to which Sections 401(a)(11) and
417 of the 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 Regulation is given, provided
that: (i) the Committee 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 (ii)  the Participant, after receiving
the notice, affirmatively elects a distribution. 
     7.08 Mode of Distribution.  Distributions of Participant s
ESOP Accounts and other Accounts, to the extent invested in the
Company Stock Fund immediately before distribution, shall be in
full shares of Company Stock and negotiable check or other cash
equivalent in lieu of fractional shares.  Distribution of the
balance of a Participant's Accounts shall be payable by
negotiable check or other cash equivalent; provided, however,
that if: 
          (a)  a Qualified Participant (as defined in Section
7.09) has requested distribution pursuant to Section 7.09 and the
Qualified Participant has requested distribution in the form of
cash; or 
 
          (b)  the Company Stock is not publicly traded, and the
Participant has requested distribution in the form of cash; or 
 
          (c)  the charter or bylaws of the Company restrict the
ownership of substantially all outstanding stock of such issuer
to Employees or to a trust described in Section 401(a) of the
Code; 
 
all (but not less than all) of a Participant s distribution shall
be made in the form of negotiable check or other cash equivalent. 
To obtain cash for any such distribution the Trustee shall
dispose of the Company Stock in the Participant's Accounts for
cash in such manner (which may be a sale ratably to the Accounts
of all other Participants or a sale to the Company or other
Employer) as the Trustee in its sole discretion shall determine. 
In the event of any such purchase or sale among Participants'
Accounts, the price shall be the most recent value of such
Company Stock determined pursuant to Section 5.07.  In the event
of any such purchase or sale between the Trustee and the Company,
the price shall be the more favorable to the Trustee of (i) the
most recent value of such Company Stock determined pursuant to
Section 5.07, or (ii) the fair market value of such Company Stock
on the date of such purchase or sale.  Nothing in this Section
7.08 shall be construed to require the Company or any Employer to
purchase or sell Company Stock without its consent at the demand
of the Trustee. 
     7.09 Distributions to Qualified Participants.  A Qualified
Participant (defined below) may, within 90 days after the close
of each Plan Year in his or her Qualified Election Period
(defined below), direct by written election in form and substance
satisfactory to the Committee that the Subject Portion (defined
below) be distributed to him or her in cash within the 90 day
period after such election is filed with the Committee. For
purposes of this Section: 
          (a)  "Qualified Participant" means a Participant who
has attained age 55 and has completed 10 years of participation
in this Plan. 
 
          (b)  "Qualified Election Period" means the six Plan
Year period beginning with the later of the Plan Year during
which a Participant first becomes a Qualified Participant or the
first Plan Year beginning after December 31, 1986. 
 
          (c)  "Subject Portion" of a Qualified Participant's
Accounts for any Plan Year means 25% of the balance in the
Qualified Participant's ESOP Account as of the last day of the
preceding Plan Year, to the extent such Accounts are invested in
Company Stock acquired on or after January 1, 1987 (and to the
extent such amount exceeds the amount to which a prior election
under this Section applied); provided, however, that for the last
Plan Year with respect to which a Qualified Participant is
entitled to a distribution under this Section, 50% shall be
substituted for 25% above. 
 
     7.10 In-Service Withdrawals.  A Participant may withdraw all
or any part of the fair market value of his or her Voluntary
Contributions Account or Rollover Account upon written request to
the Committee.  After attaining age 59 - any Participant may
withdraw all or any part of his or her Salary Savings Account,
ESOP Account, Employer Discretionary Account or Profit Sharing
Account without separation from service.  Any such distributions
shall be made in accordance with Section 7.08 hereof and shall
not be eligible for redeposit to the Fund.  A withdrawal under
this Section shall not prohibit such Participant from sharing in
any future Employer contributions in which he or she would
otherwise be eligible to share. 
     7.11 Dividend Pass Through.  Cash dividends paid on shares
of Company Stock allocated to the ESOP Accounts of Participants
shall be distributed to Participants not later than 90 days
following the close of the Plan Year.  Cash dividends paid on
shares of Company Stock held in the Company Stock Fund shall be
paid to the Company Stock Fund allocated to Participants in
proportion to their account balance invested in the Company Stock
Fund and shall be distributed to such Participants not later than
90 days following the close of the Plan Year.  Cash dividends on
all other Company Stock shall be held in the relevant Account and
reinvested pursuant to Section 6.01. 
     7.12 Direct Rollover Option.  Notwithstanding any other
provision of this Plan to the contrary that would otherwise limit
a distributee's elections under this Section 7.12, a distributee
may elect, in writing, at a time and in the manner prescribed by
the Committee, to have any portion of an Eligible Rollover
Distribution paid directly to an eligible retirement plan,
specified by the distributee, which will accept such rollover, in
a direct rollover. For purposes of the direct rollover option: 
          (a)  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 the
surviving spouse. an eligible retirement plan is only an
individual retirement account or an individual retirement
annuity; 
 
          (b)  A "distributee" is any Participant; and a
Participant's Beneficiary who is his or her a surviving spouse,
and the Participant'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
respect to the Interest of the spouse or former spouse; and 
 
          (c)  a "direct rollover" is a payment by the Plan to
the eligible retirement plan specified by the distributee. 
 
     7.13 Designation of Beneficiary.  If, prior to receiving all
the distributions to which he or she is entitled, a Participant
dies, the remainder thereof shall be paid to such person, persons
or organizations, and in such proportions as may be designated by
an instrument in writing, and in a form acceptable to the
Committee, executed by such Participant and filed with the
Committee during his or her lifetime.  The Participant (with the
consent of his or her spouse, where applicable) may revoke or
modify such designation from time to time by filing a new
designation of Beneficiary in like manner).  No such designation
of a Beneficiary shall be effective in the case of a Participant
who is survived by his or her spouse unless: 
          (a)  the Participant's sole primary designated
Beneficiary is the Participant's surviving spouse, or 
 
          (b)  the Participant's designation of another
individual or individuals as Beneficiary or Beneficiaries has
been consented to in writing by the Participant's surviving
spouse, and such consent acknowledges the effect of the
designation and is notarized, or 
 
          (c)  the Participant establishes to the satisfaction of
the Committee that such consent cannot be obtained because his or
her spouse cannot be located, or because of such other acceptable
circumstances as the Secretary of the Treasury may by regulations
prescribe. 
 
The consent of a spouse given respecting another Beneficiary
shall apply only if that spouse is the surviving spouse, but
shall be irrevocable unless and until the Participant revokes a
modifies his or her designation of Beneficiary. If no such
designation is effective, or if no designated Beneficiary is then
living, then the remaining distributions shall be paid to the
Participant's spouse, or, if the Participant has no surviving
spouse, to the estate of such Participant. 
     7.14 Distributions Pursuant a Domestic Relations Order. 
Distribution shall be made from the Plan to an alternate payee
pursuant to a domestic relations order if, but only if, the
Committee determines the order to be a "qualified domestic
relations order" as such term is defined under Section 206(d) of
ERISA and Section 414(p) of the Code.  Upon receipt of a domestic
relations order, the Committee shall promptly notify any
Participant and alternative payee named in a domestic relations
order of the receipt of such order and the procedures of this
Section 7.14 for determining the qualified status of domestic
relations orders.  An alternate payee shall be permitted to
designate a representative to receive copies of notices that are
sent to the alternate payee with respect to a domestic relations
order.  Within a reasonable period after receipt of a domestic
relations order, the Committee shall determine whether such order
is a qualified domestic relations order as such term is defined
under Section 206(d) of ERISA and Section 414(p) of the Code.  In
making such a determination, the Committee may consult outside
counsel and may request additional information from the
Participant and alternate payee with regard to the subject
domestic relations order.  Under no circumstances shall an order
be determined to be a qualified domestic relations order if it
calls for payments to be made to an alternate payee before the
earliest date for such payments as specified in ERISA and the
Code, provided, however, that a payment may be made to an
alternate payee of the Participant prior to the date the
Participant attains his earliest retirement age (as defined in
Section 206(d) of ERISA and Section 414(p) of the Code) if such
payment is made pursuant to the terms of the qualified domestic
relations order.  During any period in which benefits appearing
to be subject to a domestic relations order are or become payable
to a Participant while the issue of whether the order constitutes
a qualified domestic relations order is being determined the
Committee shall segregate the amounts which would have been
payable to the alternate payee during such period in the manner
specified by Section 206(d) of ERISA and Section 414(p) of the
Code. 
     If the Committee is able to make a preliminary determination
that a domestic relations order is a qualified domestic relations
order, it shall notify any Participant and alternate payee named
in the domestic relations order of its preliminary decision that
such order constitutes a qualified domestic relations order and
shall require such Participant and alternate payee to confirm in
writing the Committee's interpretation of the impact of the
domestic relations order on the Plan and distributions under the
Plan.  Upon receipt of such executed confirmation by the
Committee, the Committee's preliminary determination shall become
final, and the Plan shall make distributions to any alternate
payee named in a qualified domestic relations order pursuant to
the terms of such order and in the manner specified by Section
206(d) of ERISA and Section 414(p) of the Code.  If the Committee
determines that a domestic relations order is not a qualified
domestic relations order, it shall notify any Participant and
alternate payee named in the domestic relations order of such
decision. 
     7.15  Hardship Withdrawals.  The Committee may, in its sole
discretion, upon the request of a Participant at any time prior
to his or her termination of employment, direct the Trustee to
make a lump sum distribution of a portion of the balance of the
Participant's Salary Savings Account, for the purposes set forth
below, subject to the following rules: 
          (a)  Each request for a distribution must be made by
written application to the Committee supported by such evidence
as the Committee may require. 
 
          (b)  The amount distributed to a Participant in
accordance with this Section 7.15 shall not exceed that portion
of the Adjusted Balance of his or her Salary Savings Account that
(i) is not derived from Voluntary Contributions under Section
4.06 and (ii) is not being used as security for a loan made under
Article VIII, determined as of the Valuation Date coinciding with
or immediately following the date a request is made hereunder,
less earnings allocated to the Participant's Salary Savings
Account on or after December 31, 1988.  However, in no event
shall the amount available for distribution pursuant to this
Section 7.15 be less than the Adjusted Balance of the
Participant's Salary Savings Account on December 31, 1988, less
the amount being used as security for a loan made under Article
VIII, determined as of the Valuation Date coinciding with or
immediately following the date a request is made hereunder. 
 
          (c)  The Committee shall direct the Trustee to make a
distribution to a Participant in accordance with this Section
7.15 only in the event of the Participant's  hardship.   For
purposes of this Section, a hardship shall be limited to: 
 
               (i)  Medical expenses described in Code Section
213(d) previously incurred by the Participant, the Participant's
spouse, or any dependents of the Participant (as defined in Code
Section 152) or necessary for any of these persons to obtain
medical care described in Code Section 213(d); 
 
               (ii) Purchase (excluding mortgage payments) of a
principal residence for the Participant; 
 
               (iii)      Payment of tuition and related
educational fees and room and board for the next twelve months of
post-secondary education for the Participant, his or her spouse,
children or dependents; 
 
               (iv) The need to prevent eviction of the
Participant from his or her principal residence or foreclosure on
the mortgage of the Participant's principal residence; and 
 
               (v)  Funeral expenses of a family member of the
Participant. 
 
          (d)  The amount distributed shall not be in excess of
the immediate and heavy financial need of the Participant, which
need shall be deemed to include any amounts reasonably
anticipated by the Participant to be necessary to pay federal,
state or local income taxes and penalties incurred as a result of
the distribution; 
 
          (e)  The Participant shall first obtain all
distributions, other than those on account of hardship, and all
nontaxable loans available under the Plan and all other plans
maintained by the Company. 
 
          (f)  The Participant's Salary Savings Contributions and
Voluntary Contributions under the Plan, and elective
contributions and employee contributions (as defined in Treasury
Regulation Section 1.401(k)) under all other deferred
compensation plans maintained by the Company, shall be suspended
for twelve (12) months after receipt of the hardship
distribution. 
 
          (g)  The Participant may not make Salary Savings
Contributions under the Plan, or elective contributions under any
other plan maintained by the Company, for the Participant's
taxable year immediately following the taxable year of the
hardship distribution in excess of the applicable limit under
Section 402(g) of the Code for such next taxable year, decreased
by the Salary Savings Contributions to the Plan and elective
contributions to such other plans for the taxable year of the
hardship distribution. 
 
          (h)  Any distribution made pursuant to this Section
shall be made in a manner that  is consistent with and satisfies
the provision of Section 7.08 and the notice and consent
requirements of Code Sections 417 and 411(a)(11).  If a
Participant is married at the time of the distribution, the
Participant must provide to the Committee written evidence of
spousal consent to the distribution. 
 
 
     ARTICLE VIII 
     Loans 
     8.01 Loan Program.  A Participant may borrow against the
vested balance of his or her Salary Savings Account under the
Plan in accordance with a loan program maintained under
procedures (the "Loan Procedures") adopted by the Committee,
which the Committee may amend or modify in its discretion from
time to time, subject to the specific terms of this Article VIII
and any other applicable provisions of this Plan.  The Loan
Procedures may provide for application forms, permitted purposes
for a loan, repayment procedures, interest, security, the
occurrence and consequences of a default, and such other terms
and procedures as the Committee deems desirable.  Nothing in
Sections 5.01, 7.01, 13.03 or 13.04 of the Plan (relating to
vesting), or in Section 14.04 of the Plan (relating to alienation
of benefits) shall preclude such Loan Procedures from requiring
the pledge of a Participant's Accounts as security for a loan,
providing for the foreclosure of such security interest upon
default under a Loan, or providing for the discharge of such loan
by payment out of a Participant's Accounts upon default or
otherwise. 
     8.02 Amounts of Loans.  The aggregate amount of all loans
from the Fund and any other qualified employer plans (as defined
in Section 72(p)(4) of the Code) maintained by the Company or any
Affiliate to a Participant shall in no event exceed the lesser
of: 
          (a)  $50,000 reduced by the excess (if any) of (i) the
highest outstanding balance of loans from such plans to such
Participant during the one (1) year period ending on the day
before the date on which such loan is made, over (ii) the
outstanding balance of loans from the plan on the date on which
the loan was made; or 
 
          (b)  fifty percent (50%) of the balance of the
Participant's Salary Savings Account. 
 
 
     8.03 Effect on Account Balances.  Any funds loaned to a
Participant shall be investment of the Investment Fund to which
such loan is attributed with principal and interest paid by a
Participant on his or her loan credited to such Investment Fund
in the same manner as for any other investment. 
     8.04 Loan Terms.  Loans to Participants shall be made
according to the following terms: 
          (a)  Each loan shall bear interest at a rate that is
one percentage point above the prime rate quoted in The Wall
Street Journal on the first business day of the month in which
the loan is made; 
 
          (b)  A Participant may have no more than two loans
outstanding at any time; 
 
          (c)  Payments of principal and interest by a
Participant shall be made through payroll deductions, which
deductions shall be irrevocably authorized by the borrowing
Participant in writing on a form supplied by the Committee at the
time the loan is made to him, and such payroll deductions shall
be sufficient to amortize the principal and interest payable
pursuant to the loan during the term thereof on a substantially
level basis in equal quarterly (or more frequent) installments; 
 
          (d)  The Committee may charge a borrowing Participant
or Former Participant such reasonable administrative fees with
respect to each loan as the Committee shall, in its discretion,
decide; and 
 
          (e)  All loans made under this Article shall mature and
be payable in full within five years after the date such loan is
made, except that a loan to a Participant used to acquire any
dwelling unit that within a reasonable time after the loan is
made is to be used (determined at the time the loan is made) as
the principal residence of the Participant shall mature and be
payable in full within ten years after the date such loan is
made. 
 
The Committee may impose such additional uniform and
nondiscriminatory requirements upon Participants and Former
Participants applying for loans as the Committee may determine. 

     ARTICLE IX 
     Limits on Contributions 
     9.01 Special Definitions.  For purposes of this Article IX
(and Article X), the following terms shall have the following
respective meanings: 
          (a)  "Aggregate Compensation" means the entire wages,
salary, and other amounts actually paid by all Affiliates to an
Employee for the relevant period for personal services actually
rendered in the course of employment; including, but not limited
to, commissions paid salesmen, compensation for services on the
basis of a percentage of profits, and bonuses; provided, however,
that Aggregate Compensation does not include: 
 
               (i)  Affiliate contributions to or distributions
from this Plan or any other pension, profit sharing, thrift or
other plan of deferred compensation (other than amounts the
Employee received and included in his or her gross income under
the Code pursuant to an unfunded nonqualified plan not entitled
to any special tax benefits); 
 
               (ii) Amounts realized from the sale, exchange or
other disposition of stock acquired under a qualified or
incentive stock option; 
 
               (iii)     Amounts realized from the exercise of a
nonqualified stock option and income arising at any time other
than the time of transfer attributable to the transfer of
property in connection with the performance of services; and 
 
               (iv) Other amounts which receive special tax
benefits. 
 
          Solely for the purposes of determining whether an
Employee of an Affiliate is a Highly Compensated Employee, for
determining an eligible Employee's Average Deferral Percentage
and Average Contribution Percentage, and for determining the
amount contributed on behalf of a key Employee in computing top
heavy minimum benefits under Section 10.03 such Employee's
Aggregate Compensation shall be increased by such employee's
Salary Savings Contributions and all other before-tax
contributions made on behalf of such Employee pursuant to any
qualified cash or deferred arrangement which is part of any other
defined contribution plan maintained by an Affiliate, and by
amounts deferred by such Employee under any cafeteria plan
maintained by an Affiliate which are excludable from such
Employee's taxable income under Section 125 of the Code for such
Plan Year. 
 
          An Employee's Aggregate Compensation for any Plan Year
commencing on and after January 1, 1989 and prior to January 1,
1994 in excess of $200,000 (as adjusted from time to time
pursuant to Code Section 401(a)(17)), and an Employee's Aggregate
Compensation for any Plan Year commencing on and after January 1,
1994 in excess of $150,000 (as adjusted from one time pursuant to
Code Section 401(a)(17)) shall be disregarded to the extent
required by Code Section 401(a)(17). 
 
          (b)  "Annual Addition" means the sum, for any
Participant, of: 
 
               (i)  the Employer contributions under this Plan
and Affiliate contributions under any other defined contribution
plans on behalf of a Participant for the Limitation Year; 
 
               (ii) Forfeitures allocated to a Participant under
any defined contribution plans maintained by Affiliates for the
Limitation Year; 
 
               (iii)  the Participant's after-tax contributions
to any defined contribution plans maintained by Affiliates for
the Limitation Year; 
 
               (iv)  any amounts allocated to an individual
medical account, as defined in Section 415 of the Code, that is
part of a defined benefit plan maintained by an Affiliate; and 
 
               (v)  any amounts attributable to post- retirement
medical benefits allocated to the separate account of a Key
Employee under a welfare benefit fund, as defined in Section
419(e) of the Code, maintained by an Affiliate; 
 
          For purposes of this Plan, Annual Additions under (i)
above shall be determined, in the event Employer contributions
are made hereunder to enable the Trustee to repay an Exempt Loan,
as if such contributions were directly allocated to a
Participant's Account in cash and not on the basis of the value
of the stock released from the Suspense Account and actually
allocated to his or her Account. 
 
          Notwithstanding (i) and (ii) above, in any Limitation
Year in which no more than one-third of Employer contributions
are allocated to Highly Compensated Employees, Annual Additions
shall not include ESOP Contributions or ESOP Savings and Matching
Contributions applied to the repayment of interest on an Exempt
Loan, deductible for the Limitation Year under Section 404(a)(9)
of the Code, and charged against the Participant's Account. 
 
          Annual Additions shall be determined for any
Participant by treating as one plan all defined contributions
plans maintained by any Affiliate in which he or she
participates. 
 
          (c)  "Annual Benefit" means the annual benefit payable
to a Participant in the form of a straight life annuity (figured
as if such straight life annuity commenced on the date he or she
attains age 55 if such benefit actually commences prior to such
time) which is the actuarial equivalent of the
Affiliate-contributed benefit payable on account of such
Participant's participation in any qualified defined benefit
pension plan maintained by the Company or any Affiliate,
(considered as one plan), excluding, however: 
 
               (i)  the value of qualified joint and survivor
annuity provided by such plan(s) to the extent that such value
exceeds the sum of (A) the value of straight life annuity
beginning on the same date and (B) the value of any
post-retirement death benefits which would be payable even if the
annuity were not in the form of a qualified joint and survivor
annuity; 
 
               (ii) the amount of any benefits attributable to
rollover contributions (as defined in Sections 402(b)(4),
403(a)(4), 408(d)(3) and 409(b)(3) and 409(b)(3)(C) of the Code);
and 
 
               (iii)     any ancillary benefits (such as pre-
retirement death and disability benefits and post- retirement
medical benefits). 
 
          (d)  "Average Contribution Percentage" for a specified
group of Eligible Employees for a given Plan Year means the
average of the ratios, calculated separately for each Eligible
Employee in such group and after the application of Sections
9.02, 9.03 and 9.05, of (i) the sum of Employer Matching
Contributions and Voluntary Contributions, and, to the extent
designated by the Committee and permitted pursuant to regulations
under Section 401(m)(3) of the Code, Salary Savings
Contributions, if any, attributable to such Eligible Employee for
such Plan Year, to (ii) the Eligible Employee's Aggregate
Compensation for such Plan Year. 
 
          (e)  "Average Deferral Percentage" for a specified
group of Eligible Employees for a given Plan Year means the
average of the ratios, calculated separately for each Eligible
Employee in such group and after application of Sections 9.02 and
9.03, of (i) the sum of the Salary Reduction Contributions, if
any, attributable to such Eligible Employee for the Plan Year, to
(ii) the Eligible Employee's Aggregate Compensation for such Plan
Year. 
 
          (f)  "Eligible Employee" or "Eligible Highly
Compensated Employee" means an Employee or a Highly Compensated
Employee who is eligible to make Salary Savings Contributions or
Voluntary Contributions under the Plan for all or a portion of
the Plan Year. 
 
          (g)  "Highly Compensated Employee," when used in
reference to an Employee for the current Plan Year, means an
Employee who: 
 
               (i)  during the current Plan Year or preceding
Plan Year was at any time a 5% owner of any Affiliate, determined
after applying the attribution rules of Section 318 of the Code;
or 
 
               (ii)  during the preceding Plan Year received
Aggregate Compensation from all Affiliates in excess of $80,000
(as periodically adjusted pursuant to Section 414(q)(l) of the
Code) and, if elected by the Company, is a member of the group
consisting of the top 20% of the Employees when ranked on the
basis of Aggregate Compensation paid during such Plan Year. 
 
          A former Employee who was a Highly Compensated Employee
when he or she separated from service with all Affiliates or at
any time after attaining age 55 shall be treated as a Highly
Compensated Employee hereunder to the extent required by Section
4 14(q)(9) of the Code. 
 
          (h)  "Limitation Year" means the calendar year. 
 
          (i)  "Projected Annual Benefit" of a Participant means
the Annual Benefit determined under the terms of such plan(s) on
the assumption that such Participant continues employment until
his or her normal retirement age under such plan(s) (or the
Participant's current age, if later), that his or her covered
compensation under such plan(s) continues at the same rate as in
effect in the Limitation Year under consideration until the date
he or she reaches such age, and that other relevant factors used
to determine benefits under such plan(s) remain constant as of
the current year for all future years. 
 
     9.02 General Limitation on Annual Additions. 
Notwithstanding anything in this Plan to the contrary, the Annual
Additions allocated to any one Participant's Accounts in any one
Limitation Year shall not exceed the lesser of: 
          (a)  $30,000, or, if greater, one quarter of the dollar
limitation in effect under Section 415(b)(1)(A) of the Code on
annual benefits under defined benefit plans (as such amount may
be adjusted annually by the Commissioner of Internal Revenue as
of January 1 of each calendar year for limitation years ending
with or within that calendar year), or 
 
          (b)  25% of such Participant's Aggregate Compensation
from all Affiliates for such Limitation Year; 
 
The limit on Annual Additions shall be applied for any
Participant by treating as one plan all tax qualified defined
contribution plans maintained by any Affiliate in which he or she
participates. In the event a Participant participates in more
than one tax qualified defined contribution plan of an Affiliate,
Annual Additions to such other plan shall be reduced to the full
extent required to comply with the foregoing limitation before
any Annual Additions under this Plan are reduced. 
     9.03 Combined Limitation on Annual Additions.  If a
Participant also participated at any time in any tax qualified
defined benefit pension plan or plans maintained by an Affiliate,
then before first giving any effect to any reduction in benefits
under such defined benefit plan(s) to comply with Section 415 of
the Code, the Annual Additions under this Plan shall be reduced
so that the sum of the defined benefit fraction and the defined
contribution fraction (both as defined in Section 415(e) of the
Code) do not exceed 1.0. 
     9.04 Excess Annual Additions.  If any Participant's Annual
Additions would otherwise exceed the limitation of Section 9.02
or 9.03, then Voluntary Contributions under Section 4.03 for such
Plan Year shall be returned to the Participant to the extent
necessary to eliminate such excess, and any excess remaining
after all such Participant's Voluntary Contributions for such
Plan Year shall then be used to reduce Employer contributions
(with such reduction applied in order until exhausted to (i)
Matching Contributions; (ii) Profit-Sharing Contributions; (iii)
Discretionary Contributions; (iv) ESOP Contributions; and (v)
Salary Savings Contributions) for the next Limitation Year (and
succeeding Limitation Years, if necessary) for the Participant if
that Participant is covered by the Plan as of the end of the next
or succeeding Limitation Year.  If the Participant is not covered
by the Plan as of the end of such next or succeeding Limitation
Year, such excess amounts shall be held unallocated in a suspense
account for such Limitation Year and allocated to the
corresponding Accounts of the other Participants for such
Limitation Year in the same manner as Employer Discretionary and
Profit-Sharing Contributions under Section 5.05 until the Annual
Addition to the Accounts of each Participant reaches such maximum
limitation. Any amounts which may not be allocated to the
Accounts of Participants at such time because the Annual Addition
to the Accounts of each such Participant has reached the
limitation of Section 9.02 or 9.03 shall be held in a suspense
account within the Fund and, when permissible under such
limitations, allocated, on a first-in-first-out basis, in
succeeding Limitation Years to the Accounts of Participants in
the manner specified above.  If any Participant does not receive
the full amount otherwise allocable to his or her Accounts for a
Limitation Year because of the restrictions of Section 9.02 and
9.03, no other amount may be allocated for such Participant under
any other defined contribution plan maintained b an Affiliate. 
     9.05 Limitation on Elective Deferrals.  Notwithstanding
anything to the contrary in the Plan or contained in any Salary
Savings Agreement made pursuant to Section 3.02 or 4.02, all
Participant Salary Savings Contribution elections made with
respect to any Plan Year shall be valid only to the extent that,
after first applying any reduction required by Sections 9.02 and
9.03, the Average Deferral Percentage for such Plan Year of the
group of Eligible Highly Compensated Employees shall bear a
relationship to the Average Deferral Percentage for the Plan Year
immediately preceding such Plan Year of the group of all other
Eligible Employees that satisfies either of the following tests: 
          (a)  the Average Deferral Percentage of the group of
Eligible Highly Compensated Employees is not more than the
Average Deferral Percentage of the group of all other Eligible
Employees multiplied by 1.25; or 
 
          (b)  the Average Deferral Percentage of the group of
Eligible Highly Compensated Employees is not more than the
Average Deferral Percentage of the group of all other Eligible
Employees multiplied by 2.0 and the excess of the Average
Deferral Percentage of the group of Eligible Highly Compensated
Employees over that of the group of all other Eligible Employees
is not more than two percentage points. 
 
     If neither of those tests is satisfied for a Plan Year, then
Salary Savings Contribution elections for such Plan Year by
Participants who are Highly Compensated Employees shall be
reduced, to the extent necessary to satisfy one of those tests,
in accordance with the following procedure: The  Average Deferral
Percentage (i.e., the amount described in Section 9.01(e)(i)
divided by the amount described in Section 9.01(e)(ii) with
respect to each such Highly Compensated Employee) of the Highly
Compensated Employee with the highest amount of Salary Savings
Contributions shall be reduced to the extent necessary to cause
such Highly Compensated Employee s Average Deferral Percentage to
equal the Average Deferral Percentage of the Highly Compensated
Employee with the next highest amount of Salary Savings
Contribution for the Plan Year.  This process shall be repeated
until the Plan satisfies one of the tests set forth in (a) or (b)
above.  Salary Savings Contributions reduced under this Section
9.05 (adjusted for earnings, gains and losses allocable thereto)
shall be returned to each affected Highly Compensated Employee
within two and one-half months following the close of such Plan
Year. Any Employer Matching Contributions attributable to Salary
Savings Contributions returned pursuant to this Section shall be
paid to the affected Highly Compensated Employee at the same time
as such Salary Savings Contributions are returned. Salary Savings
Agreements made by all Participants who are not Highly
Compensated Employees shall remain be valid and Salary Savings
Contributions and Employer Matching Contributions for such
Participants hereunder shall not be changed.  Notwithstanding the
foregoing, the Employer may elect to make a qualified nonelective
contribution to any Plan Year in order to satisfy the tests in
clause (a) or (b), including as such tests may be modified by
Section 9.06. 
     9.06 Limit on Voluntary Contributions and Employer Matching
Contributions. Notwithstanding anything to the contrary in the
Plan or contained in any Participant election made pursuant to
Section 4.03, all Participant Voluntary Contribution elections
made with respect to any Plan Year shall be valid only to the
extent that, alter first applying any reduction required by
Sections 9.02, 9.03 and 9.05, the Average Contribution Percentage
for such Plan Year of the group of Eligible Highly Compensated
Employees shall bear a relationship to the Average Contribution
Percentage for the Plan Year immediately preceding such Plan Year
of the group of all other Eligible Employees that satisfies
either one of the tests set forth in Section 9.05, with the term
"Average Contribution Percentage" substituted for the term
"Average Deferral Percentage" wherever such latter term appears
Section 9.05. If neither of those tests is satisfied for a Plan
Year, then Voluntary Contribution elections for such Plan Year by
Participants who are Highly Compensated Employees shall be valid
only to the extent permitted by either of those tests and the
Voluntary Contributions and Employer Matching Contributions of
Highly Compensated Employees shall be reduced, together with any
Employer contributions attributable thereto, to the extent
necessary to satisfy one of those tests, in accordance with the
following procedure: The  Average Contribution Percentage (i.e.,
the amount described in Section 9.01(d)(i) divided by the amount
described in Section 9.01(d)(ii) with respect to each such Highly
Compensated Employee) of the Highly Compensated Employee with the
highest amount of Voluntary or Employer Matching Contributions
shall be reduced to the extent necessary to cause such Highly
Compensated Employee s Average Contribution Percentage to equal
the Average Contribution Percentage of the Highly Compensated
Employee with the next highest amount of Voluntary or Employer
Matching Contribution for the Plan Year.  This process shall be
repeated until the Plan satsfies one of the tests set forth in
Section 9.05(a) or (b) above. A Highly Compensated Employee's
Voluntary Contributions shall be reduced to the extent necessary
before any required reduction in Employer Matching Contributions
made on his or her behalf.  Employee Voluntary Contributions
thereby reduced (adjusted for earnings, gains and losses
allocable thereto) shall be returned to each affected Highly
Compensated Employee within two and one-half months after the
close of such Plan Year.  Employer Matching Contributions thereby
reduced shall be a forfeited. Employee Voluntary Contribution
elections made by all Participants who are not Highly Compensated
Employees shall be valid, and Employer contributions and all
other contributions for such Participants hereunder shall not be
changed. 
     9.07 Limitation on Multiple Use.  Notwithstanding anything
to the contrary in the Plan the sum of the Actual Deferral
Percentage for the group of eligible Highly Compensated Employees
for a Plan Year and the Actual Contribution Percentage for the
group of Eligible Highly Compensated Employees for the Plan Year
may not exceed the sum of: 
          (a)  125% of the greater of (A) the Actual Deferral
Percentage for the group of Eligible Employees who are not Highly
Compensated Employees for the Plan Year, or (B) the Actual
Contribution Percentage for the group of Eligible Employees for
the Plan Year, and 
 
          (b)  two percentage points plus the lesser of (A) the
Actual Deferral Percentage for the group of Eligible Employees
who are not Highly Compensated Employees for the Plan Year, or
(B) the Actual Contribution Percentage for the group of Eligible
Employees who are not Highly Compensated Employees for the Plan
Year.  In no event, however, shall the amount determined under
this subparagraph (ii) exceed 200% of the lesser of (ii)(A) or
(ii)(B) above. 
 
If the sum of the Actual Deferral Percentage and the Actual
Contribution Percentage for the group of eligible Highly
Contribution Employees for a Plan Year exceeds such aggregate
limit for the Plan Year, then the Actual Contribution Percentage
for the group of Eligible Highly Compensated Employees for the
Plan Year shall be reduced to the extent necessary in the manner
described in Section 9.06 above. The test in this Section 9.07
may be modified to the extent permitted by regulations under
Section 401(m)(9) of the Code. 
     9.08 Aggregation of Plans.  The Committee may direct that
any plan maintained by an Affiliate, qualifying under Section
401(a) of the Code, and providing for salary savings
contributions, voluntary employee contributions or matching
contributions, be aggregated with this Plan for purposes of
Sections 9.05 and 9.06; provided that the plans meet the
requirements of Sections 401(a)(4) and 410(b) of the Code and
(after applying any reduction required by Section 9.05 or 9.06 or
comparable provisions of the aggregated plans) satisfy the tests
of Section 9.05 and 9.06 on an aggregate basis.  In the event
that any plan maintained by an Affiliate must be aggregated with
this Plan for purposes of enabling such plan to meet the
requirements of Section 401(a)(4) or 410 of the Code, salary
deferral contributions, voluntary employee contributions and
matching contributions under such other plan or plans, if any,
shall be aggregated with Salary Savings Contributions, Voluntary
Contributions and Matching Contributions under this Plan in
applying the tests of Sections 9.05 and 9.06.  Notwithstanding
the absence of any such aggregation, if an Eligible Highly
Compensated Employee is in fact eligible to make salary reduction
contributions, voluntary employee contributions or to receive
employer matching contributions under any other plan maintained
by an Affiliate, such contributions shall be aggregated with
Salary Reduction Contributions, Voluntary Contributions and
Employer Matching Contributions under this Plan in determining
such Highly Compensated Employee's Average Contribution
Percentage and Average Deferral Percentage for purposes of this
Plan.  In the event of any permissive or mandatory aggregation of
plans under this Section 9.08, contributions under this Plan
shall not be reduced and returned or otherwise applied under
Sections 9.05 and 9.06 of this Plan until full effect has been
given to the comparable provisions for reduction, return or other
application of contributions in all other aggregated plans. 
     9.09 Qualified Nonelective Contributions.  The Employer may
elect to make a qualified nonelective contribution to any Plan
Year.  "Qualified nonelective contributions" means Employer
contributions that are fully vested at all times and subject to
the restrictions on distribution applicable to Salary Savings
Contributions under code Section 401(k)(2) and Article VII of the
Plan.  Qualified nonelective contributions may be made on behalf
of all Eligible Employees who are not Highly Compensated
Employees, or on behalf of all Eligible Employees, in the
discretion of the Employer.  Qualified nonelective contributions
shall be allocated according to each Eligible Employee's
Compensation for the Plan year as a Participant.  The qualified
nonelective contributions, if any, credited to a Participant's
accounts for a Plan Year, shall be counted as Salary Savings
Contributions for purposes of calculating the Average Deferral
Percentage under Section 9.05 and 9.07 of the Plan.  
 

     ARTICLE X 
     Required Top-Heavy Plan Provisions 
     10.01     Special Rules Where Plan Is Top-Heavy. 
Notwithstanding any other provision of his Plan to the contrary,
this Article X shall apply in any Top-Heavy Plan Year. 
     10.02     Special Definitions.  For purposes of this Article
X (and Article IX), the following terms shall have the following
respective meanings: 
          (a)  "Accrued Benefit" when used in reference to the
interest of an Employee, former Employee or Beneficiary under any
defined benefit Aggregated Plan maintained by an Affiliate means
the actuarial equivalent of such individual's benefit commencing
at normal retirement age, and when used in reference to the
interest of an Employee, former Employee or Beneficiary under
this Plan or any other defined contribution Aggregated Plan
maintained by an Affiliate, means the balance in the accounts
maintained for such individual, increased by amounts distributed
during the five-year period ending on the Determination Date;
provided, however, that: 
 
               (i)  Any distribution which is still counted
towards computing such individual's account balance or annual
benefit commencing at normal retirement age for the purpose of
determining whether the most recent Plan Year is a Top-Heavy Plan
Year shall not be treated as a distribution; 
 
               (ii) Amounts attributable to any tax deductible
employee contribution shall not be taken into account; 
 
               (iii)     Amounts attributable to any rollover
contribution accepted after December 31, 1983 shall not be taken
into account by the accepting plan if such rollover contribution
is initiated by the employee and is between plans which are not
maintained by Affiliates; 
 
               (iv) Any rollover contribution which is not
initiated by the employee or which is made between plans
maintained by Affiliates shall not be treated as a distribution
by the transferring plan; and 
 
               (v)  An individual's Accrued Benefits under all
defined benefit Aggregated Plans (treated as one plan) shall be
determined under a uniform actuarial method (or the fractional
rule of Section 411(b)(1)(C) if there is no such uniform method)
and identical actuarial assumptions as specified in such plans
(or the fractional rule of Section 411(b)(1)(C) if there is no
such uniform method) and identical actuarial assumptions as
specified in such plans, considering non-proportional subsidies
but ignoring proportional subsidies; and 
 
               (vi) An individual's Accrued Benefit under a
defined contribution Aggregated Plans shall be adjusted to
reflect contributions made, required to be made, or allocated
under such plan after such Accrued Benefit is determined and
before the date specified pursuant to regulations under Section
416 of the Code. 
 
     (b)  "Aggregated Plan" means: 
 
               (i)  any other qualified plan maintained by an
Affiliate in which any Key Employee participates; 
 
               (ii) any other qualified plan of an Affiliate
which enables a plan in which a Key Employee participates to meet
the requirements of Section 401(a)(4) or Section 410 of the Code;
and 
 
               (iii)  any other qualified plan of an Affiliate
designated by the Company as an "aggregated plan" and which
satisfies the requirements of Section 401(a)(4) or Section 410 of
the Code, when considered together with the group of plans
described in (i) and (ii) above. 
 
          (c)  "Determination Date" means, for this Plan for the
first Plan Year, the last day of such Plan Year; and for this
Plan for any succeeding Plan Year, the last day of the preceding
Plan Year. 
 
          (d)  "Key Employee" means an Employee or former
Employee who, at any time during a Plan Year or any of the four
preceding Plan Years, is (or was): 
 
               (i)  among the 50 highest paid officers of all
Affiliates when ranked on the basis of Aggregate Compensation
having annual Aggregate Compensation (while an officer) of more
than $45,000 (as adjusted for cost of living increases pursuant
to Section 415(d) of the Code); provided, however, that no more
than 10% of all Employees of all Affiliates shall be treated as
Key Employees under this subsection (i); 
 
               (ii) one of the 10 Employees who own both more
than 1/2% in value and the largest percentage ownership interests
in value of any Affiliate and who has annual Aggregate
Compensation from all Affiliates of more than $30,000 (as
adjusted from time to time for cost of living increases pursuant
to Section 415(d) of the Code); 
 
               (iii)  an owner of more than 5% of an Affiliate;
or 
 
               (iv)  an owner of more than 1% of any Affiliate
who has annual Aggregate Compensation from an Affiliate of more
than $150,000.  Ownership for purposes of subsections (ii), (iii)
and (iv) above shall be determined after application of the
attribution rules of Section 318 of the Code. For purposes of
this definition, the Beneficiary of a Key Employee shall be
treated as a Key Employee. 
 
          (e)  "Top-Heavy Plan Year" means any Plan Year for
which the present value of cumulative accrued benefits under this
Plan and any Aggregated Plan for Key Employees exceeds 60% of the
cumulative accrued benefits under this Plan and all Aggregated
Plans for all Employees. 
 
          (f)  "Top-Heavy Ratio" means a fraction computed as of
each Determination Date in accordance with Section 416 of the
Code, the numerator of which is the sum for all Key Employees of
account balances under this Plan and any other defined
contribution plan maintained by an Affiliate plus the present
value of Accrued Benefits for all Key Employees under any defined
benefit plans maintained by an Affiliate, and the denominator of
which is the sum of such account balances plus such Accrued
Benefits for all Participants. Both the numerator and denominator
of the Top-Heavy Ratio shall be adjusted for any distribution of
an account balance or an Accrued Benefit within the five-year
period ending on the Determination Date and any contributions due
but unpaid as of the Determination Date.  The account balances
and accrued benefits of a Participant who has not performed
services for an Affiliate within the five-year period ending on
the Determination Date, or who is not a Key Employee but who was
a Key Employee in a prior year, will be disregarded. For purposes
of computing the Top-Heavy Ratio, the value of account balances
and the present value of accrued benefits will be determined as
of the most recent Valuation Date that falls within or ends with
the twelve-month period ending on the Determination Date.  When
aggregating plans, the value of account balances and accrued
benefits will be calculated with reference to the Determination
Dates under such plans that fall within the same calendar year. 
 
     10.03     Minimum Allocation in Top-Heavy Plan Years.  The
Employer shall make a minimum contribution in any Top- Heavy Plan
Year to be allocated on behalf of each Participant (without
regard to whether such Participant is an active Participant) who
is not a Key Employee and who is an Employee on the last day of
such Top-Heavy Plan Year, and who does not in such Top-Heavy Plan
Year receive the minimum benefit required by Section 416(c)(1) of
the Code under any defined benefit plan(s) maintained by an
Affiliate, so that each such Participant receives an allocation
of Employer contributions equal to at least 4% of such
Participant's Aggregate Compensation for the Plan Year; provided,
however, that: 
          (a)  If the Participant is also a participant in a
defined benefit plan or plans maintained by an Affiliate (without
receiving such minimum benefit under such plan(s)), the minimum
contribution shall be 7-1/2% rather than 4% of such Participant's
Aggregate Compensation; and 
 
          (b)  The minimum contribution required under this Plan
shall be reduced by the amount, if any, allocated to the account
of such Participant under any other defined contribution
Aggregated Plan (before applying any comparable minimum
contribution rule in such other plan); and 
 
          (c)  In no event, however, shall the minimum
contribution exceed the percentage of Compensation (including in
Compensation for such purpose any amounts a Key Employee elects
to defer under any arrangement qualified under Section 401(k) of
the Code) at which Employer contributions are made (or required
to be made) under the Plan for the Key Employee for whom such
percentage is the highest. 
 
The minimum allocation applies even though under other Plan
provisions the Participant would not otherwise be entitled to
receive an allocation, or would have received a lesser allocation
for the year because the Participant fails to make mandatory
contributions to the Plan, the Participant's Compensation is less
than a stated amount, or the Participant fails to complete 1,000
Hours of Service during the Plan Year.  In no event shall the
Compensation or Aggregate Compensation of a Participant taken
into account under the Plan for purposes of Article X for any
Plan Year commencing on and after January 1, 1989 and prior to
January 1, 1994 exceed $200,000, or such greater amount provided
pursuant to Section 401(a)(17) of the Code.  The Compensation of
a Participant taken into account for purposes of Article X for
Plan Years commencing on and after January 1, 1994 shall be
limited in accordance with the provisions of subsections (a)
through (c) set forth in the definition of Compensation in
Section 2.01. 
 

     ARTICLE XI 
     The Trust and Trustee 
     11.01     The Trust.  A Trust, known as the GRAND PREMIER
FINANCIAL, INC. SAVINGS AND STOCK TRUST is hereby established for
the purposes of the Plan and the assets thereof shall be held,
invested and disposed of by the Trustee acting in accordance with
this Article XI and other applicable provisions of the Plan. 
     11.02     The Trustee.  GRAND PREMIER TRUST AND INVESTMENT,
INC. is hereby continued as Trustee of the Trust and hereby
agrees to accept the terms of the Trust as herein amended and
restated and to perform the duties created hereunder. 
     11.03     The Fund.  The Fund shall be held by the Trustee
in trust and dealt with in accordance with the provisions of the
Plan and Trust hereby established.  All contributions received by
the Trustee under the Plan shall be credited to and thereafter
held as a part of the Fund.  The Trustee shall not be under any
duty to require payment of any contributions to the Fund, or to
see that any payment made to it is computed in accordance with
the provisions of the Plan, or otherwise be responsible for the
adequacy of the Fund to meet and discharge any liabilities under
the Plan.  The Fund shall be used and applied only in accordance
with the Plan and Trust and no part of the principal or income of
the Fund shall be used for or diverted to purposes other than for
the exclusive benefit of Participants and their Beneficiaries and
for the payment of expenses and taxes in accordance with the
provisions of the Plan, and the Employers shall have no right,
title or interest in the Fund or any part thereof and none of the
contributions made thereto shall revert to the Employers, except
as expressly permitted under Section 14.12. 
     11.04     Investment Funds.  The Company or the Committee
shall direct the Trustee to maintain, or cause an Investment
Manager to maintain, the following Investment Funds: 
          (a)  a Company Stock Fund, which shall be invested in
Company stock to the extent shares are available for purchase;
and 
 
          (b)  such other Investment Funds as the Company or the
Committee deems advisable. 
 
The Company may change the number or composition of the
Investment Funds, subject to the terms and conditions agreed to
with the Trustee.    In addition, the Committee may, from time to
time, in its discretion: 
          (c)  limit investments in or transfers from an
Investment Fund; or 
          (d)  liquidate, consolidate or otherwise reorganize an
existing Investment Fund. 
     11.05     Participant Investments.  Except as provided in
Section 7.09, all amounts held in this ESOP Account on January 1,
1997, shall remain in the ESOP Account on and after that date. 
Participants shall be given the option to direct the investment
of all contributions made on their behalf into any one or more of
the Investment Funds.  Such Investment Funds shall be under the
full control and management of the Committee and the Trustee or
Investment Manager.  In this connection, a Participant's right to
direct the investment of any contribution shall apply only to
selection of the desired Investment Fund.  The following rules
shall apply to the administration of such Investment Funds: 
          (a)  Each Participant may make an election to invest
the Contributions made on his or her behalf and posted to his or
her Accounts in whole multiples of one percent (1%) in one or
more Investment Funds.  Such Participant must notify the
Committee in writing on the appropriate form (or by such other
method, such as a telephone access system, as may be made
available by the Committee) of his or her investment election at
least 15 days before the Participant s initial Entry Date or all
Contributions made on the Participant s behalf shall be invested
in all the Investment Fund that is a money market fund (or that
most nearly bears the investment characteristics of a money
market fund if no Investment Fund is a money market fund.). 
 
          (b)  A Participant may direct the investment of any new
Contributions made on his or her behalf or redirect the
investment of his or her existing Account balances (other than
his or her ESOP Account) in whole multiples of one percent (1%),
by completing a form furnished by the Committee or by such other
method, such as a telephone access system, as may be made
available by the Committee. 
 
          (c)  A Participant's initial investment election and
any change in such investment election will be effective with
respect to an Investment Fund on the business day following the
day on which the investment election is received pursuant to
procedures specified by the Committee.  A Participant's
investment election shall continue in effect, notwithstanding any
change in his or her Compensation or his or her Salary Savings
Agreement, until the effective date of a new investment election. 
A Participant may change his or her investment election as to
future Contributions at any time. 
 
          (d)  If the Participant elects to invest, or change
investment of, his or her Account balance in more than one
Investment Fund, he or she must designate in whole multiples of
one percent (1%) what percentage of his or her Accounts is to be
invested in each Investment Fund.  A Participant or Beneficiary
may make an Investment Election to change the allocation of his
or her Account Balance among the Investment Funds at any time. 
 
          (e)    An investment election to change a Participant's
investment of his or her Account balance in one Investment Fund
to another Investment Fund shall be effective at the end of the
business day following the day on which the election is received
pursuant to procedures specified by the Committee. 
Notwithstanding the foregoing, the amount of any permissible
investment election may be reduced or the effective date of any
investment election may be delayed to the extent required by the
provisions of any Investment Fund, the availability of an
Investment Fund, the ability to purchase Company Stock or such
other circumstances as the Committee may determine. 
 
Notwithstanding the provisions of this Section 11.05 and Section
11.04, the Company Stock Fund shall not be available as an
investment option for Participants, both as to new contributions
and existing aggregate Account balances, until such time as a
Registration Statement is filed with the U.S. Securities Exchange
Commission registering the offer and sale of additional shares of
Company Stock under the Plan. 
     11.06     Powers of Trustee.  So long as his, her or its
action is consistent with ERISA and Section 401 of the Code and
amendments to ERISA and the Code, the Trustee is authorized and
empowered, but not by way of limitation: 
          (a)  To invest and reinvest the principal and income of
the Fund and keep the Fund invested, without distinction between
principal and income, in such stocks, bonds, notes or other
securities or in such other property, real or personal (and may
invest the entire Fund in securities of the Company or any
Affiliate pursuant to Section 6.01), or in any fund created and
administered for the collective investment of money or property
of employee benefit trusts then qualified under Sections 401(a)
and 501(a) of the Code (in which case the provisions of the
documents governing such collective investment fund shall govern
any investment therein, and are hereby made a part of this Trust)
as the Trustee may deem proper without being limited by any
statute or rule of law regarding investments by trustees other
than ERISA.  The Trust may be invested, maintained and reinvested
in any such property even though the Trustee, in its individual
or any other capacity, shall have invested, or may thereafter
invest, its own or other funds in the same or similar property
the interest, principal or other avails of which may be payable
at different rates or times or may have different ranks or
priorities.  The Trustee, in its discretion, may keep such
portion of the Fund in cash or cash balances in a banking
institution (which may but need not be the Trustee if the Trustee
is a banking institution) or in a savings and loan association as
the Trustee may from time to time deem to be in the best
interests of the Fund. 
 
          (b)  To sell, exchange, convey, transfer or otherwise
dispose of any property held by him or her by private contract or
at public auction, and no persons dealing with the Trustee shall
be bound to see to the application of the purchase money or to
inquire into the validity, expediency or propriety of any such
sale or other disposition. 
 
          (c)  To borrow money for the benefit of the Fund and to
secure such loan by a pledge or mortgage of all or part of the
Fund, and to renew loans at any time. 
 
          (d)  To vote upon any stocks, bonds or other securities
(subject to Section 6.02 in the case of Company Stock); to give
general or special proxies or powers of attorney with or without
powers of substitution; to exercise any conversion privileges,
subscription rights or other options and to make any payments
incidental thereto; to consent to or otherwise participate in
corporate reorganizations or other changes affecting corporate
securities, to delegate discretionary powers and to pay any
assessments or charges in connection therewith; and generally to
exercise any of the powers of any owner with respect to stocks,
bonds, securities, insurance contracts or other property held in
the Fund. 
 
          (e)  To make, execute, acknowledge and deliver any and
all documents of transfer and conveyance and any and all other
instruments that may be necessary or appropriate to carry out the
powers herein granted. 
 
          (f)  To register any investment held in the Fund in
his, her or its own name or in the name of a nominee and to hold
any investment in bearer form, but the books and records of the
Fund. 
 
          (g)  To employ such agents, custodians, brokers,
assistants, actuaries, and counsel as the Trustee may deem
necessary for the proper administration of the Trust, unless such
persons are provided by the Company, and to be fully protected in
action upon the advice of said counsel, who may, but need not be,
counsel for the Company.  The Trustee shall, at no time, be
obliged to institute, or become a party to, any legal action
unless indemnified to his, her or its satisfaction for any fees,
costs and expenses to be incurred in connection therewith. 
 
          (h)  To pay from the Fund all reasonable and necessary
expenses, including. but not by way of limitation, taxes of any
kind, fees for agents, attorneys, or other counsel, incurred in
connection with the collection, administration, management,
investment, protection and distribution of the Fund to the extent
that they are not paid by the Company; and 
 
          (i)  To do all acts whether or not expressly
authorized, which he or she may deem necessary or proper for the
protection of the property held hereunder. 
 
     11.07     Compensation and Expenses.  A corporate Trustee
shall be entitled to compensation for services hereunder as
agreed between the Company and the Trustee and the Company or the
Employers shall reimburse the Trustee for any and all necessary
expenses incurred in the administration of the Plan, to the
extent such expenses are not paid by the Trust in accordance with
Section 14.16.  The Company may provide the Trustee with
clerical, bookkeeping and stenographic help and facilities that
may be necessary to enable the Trustee to perform his, her or its
functions hereunder and may appoint consultants, accountants, or
other assistants, to perform any nondiscretionary function of the
Trustee under the supervision and direction of the Trustee. 
     11.08     Accounts.  The Trustee shall keep accurate and
detailed accounts of all investments, receipts, disbursements and
other transactions hereunder, and all accounts, books and records
relating thereto shall be open to inspection and audit at all
reasonable times by any persons designated by the Company. As of
the close of each calendar year, or as of the close of such other
fiscal period as the Company may, from time to time, designate,
or as of the date of the removal or resignation of the Trustee,
as provided in Section 11.10 hereof, the Trustee shall file with
the Company a written account setting forth all investments,
receipts, disbursements and other transactions effected by the
Trustee during the period from the date of the last such account.

     11.09     Duty of Person Dealing With Trustee. No person
dealing with the Trustee shall be under any obligation to inquire
into the validity or propriety of any action by the Trustee, the
application of any property delivered to him or her or the
exercise by him or her of any of the powers conferred upon him or
her by this agreement.  The execution by the Trustee of any
instrument, document or paper in connection with the exercise of
any of the powers enumerated herein shall, of itself, be
conclusive evidence to all persons of the authority of the
Trustee to execute the same and to exercise all powers incident
thereto. 
     11.10     Resignation and Removal of the Trustee.  The
Company may remove the Trustee at any time upon thirty (30) days'
notice in writing to the Trustee. The Trustee may resign at any
time upon thirty (30) days' notice in writing to the Company.
Such notice of removal or resignation may be waived by the party
entitled thereto provided a successor Trustee shall have been
appointed and accepted his, her or its appointment in writing.
Upon such removal or resignation of the Trustee, the Company
shall appoint a successor Trustee, who shall have the same powers
and duties as those conferred upon the Trustee hereunder. 
     11.11     Investment Fund Transition Rules.  Effective as of
the date any Investment Fund is added or deleted, each
Participant shall have the opportunity to make new investment
elections.  The Committee and Trustee may use any reasonable
accounting methods in performing their respective duties during
the period of transition from one Investment Fund to another,
including, but not limited to: 
     (a)  designating into which Investment Fund a Participant's
Account balance will be invested if the Participant fails to
submit a proper investment election; 
 
     (b)  the method for allocating net investment gains or
losses and the extent, if any, to which amounts received by and
distributions paid from the Trust during this period share in
such allocation; and 
 
     (c)  investing all or a portion of the Trust's assets in a
short-term, interest-bearing Fund during such transition period. 
 

     ARTICLE XII 
     Plan Administration 
     12.01     Allocation of Responsibility Among Fiduciaries. 
The Company, the other  Employers, the Trustee and the members of
the Committee each shall have only those specific powers, duties,
responsibilities and obligations as are specifically given them
under this Plan and the Trust.  In general, the Company through
the Board and each Employer through its board of directors (or
through its Board of behalf of Employers other than the Company
pursuant to Section 14.15) shall have the sole responsibility for
making Employer contributions to the Fund in accordance with
Article IV hereof.  The Company through the Board shall have the
sole responsibility to amend or terminate the Plan, in whole or
in part, in accordance with Article XIII hereof, and sole
responsibility to appoint and remove the Trustee and the members
of the Committee.  The Committee shall be responsible for the
administration of the Plan as provided herein.  The Trustee shall
be responsible for the administration of the Trust and the
custody and management of the assets held under the Trust.  Each
of the Company, the members of the Committee, and the Trustee,
shall be a fiduciary ("Fiduciary") of the Plan to, but only to,
the extent he, she or it (i) exercises any discretionary
authority or discretionary control respecting the management of
the Plan or exercises any authority or control respecting
management of its assets, (ii) renders investment advice for a
fee or other compensation, direct or indirect, with respect to
the Fund or has any authority or responsibility to do so, or
(iii) has any discretionary authority or discretionary
responsibility in the administration of the Plan.  Each Fiduciary
may rely upon any direction, information or action of another
Fiduciary as being proper under the Plan, and it is not required
under the Plan to inquire into the propriety of any such
direction, information or action.  It is intended under this Plan
that each Fiduciary shall be responsible for the proper exercise
of its own powers, duties, responsibilities and obliations under
this Plan and shall not be responsible for any act or failure to
act of another Fiduciary.  No Fiduciary guarantees the Fund in
any manner against investment loss or depreciation in asset
value. 
     12.02     Fiduciary Duties.  All Fiduciaries shall discharge
their duties as Fiduciaries solely in the interest of the
Participants and Beneficiaries and for the exclusive purpose of
providing benefits to Participants and their Beneficiaries and
defraying reasonable expenses of administering the Plan.  They
shall discharge such duties with the care, skill, prudence and
diligence under the circumstances then prevailing that a prudent
man acting in a like capacity and familiar with such matters
would use in the conduct of an enterprise of a like character and
with like aims.  They shall not maintain the indicia of ownership
of any assets of the Plan outside the jurisdiction of the
district courts of the United States.  The Fiduciaries shall not
do any action prohibited under or in violation of Part 4 of Title
I of ERISA, or which would subject any person or the Company to
imposition of a tax under Section 4975 of the Code. 
     12.03     The Committee.  The Plan will be administered by a
Committee composed of at least three persons who are officers,
directors, or employees of an Affiliate.  Each member of the
Committee shall be appointed by the Company and shall thereafter
serve until death, resignation, or removal by the Company or
until he or she ceases to be an officer, director, or employee of
an Affiliate.  Any member of the Committee may resign at any time
upon at least 15 days notice in writing to the Company.  The
Company may remove any member of the Committee at any time upon
giving notice in writing to such member.  Upon such resignation,
or removal, or upon the death of a member of the Committee, or
his or her ceasing to be an officer, director, or employee of an
Affiliate, the Company may, and if the membership of the
Committee would otherwise be less than three shall, promptly
appoint a successor member who shall have the same powers and
duties as those conferred upon his or her predecessor.  The
Committee shall elect one of its members as chairman, and any
document required to be filed with, or any notice required to be
given to, the Plan or the Committee will be properly filed or
given if mailed or delivered, to the chairman. 
     12.04     Committee Action.  The Committee shall act with or
without a meeting by the vote or concurrence of a majority of its
members; provided, however, that no member of the Committee who
is a Participant in the Plan shall take part in any action having
particular reference to his or her own benefits hereunder.  All
written directions by the Committee may be made over the
signatures of a majority of its members and all persons shall be
protected in relying on such written directions. 
     12.05     Administrative Powers.  In its sole discretion the
Committee shall have the administrative powers and duties
specified in this instrument, which shall include but not be
limited to the following powers and duties: 
          (a)  Determinations of Fact.  To determine all
questions relating to the administration of the Plan, including
the power to determine whether a Participant has resigned or has
been dismissed or is Retired or is married or Permanently
Disabled or dead, the date of any such resignation, dismissal,
Retirement, Permanent Disability or death, or as to the age or
identity of a Participant or Beneficiary or whether a Beneficiary
is living or dead, and to resolve all other questions of fact
relating to the rights or eligibility of Employees and
Participants and their Beneficiaries, and the amounts of their
respective interests; and its determinations shall be final and
binding on all persons whomsoever; 
 
          (b)  Construction of the Plan.  To construe and
interpret the terms and provisions of the Plan and resolve in its
discretion any ambiguities in the application of the Plan; and
its determinations shall be final and binding on all persons
whomsoever; 
 
          (c)  Direction.  To direct the Trustee with respect to
payment from the Fund; 
 
          (d)  Procedures and Forms.  To  establish  uniform  and
nondiscriminatory procedures and requirements, consistent with
the terms and purposes of this Plan, for the time and manner of
making Salary Savings Contributions (including the form of Salary
Savings Agreement), Voluntary Contributions, and Rollover
Contributions, the making of investment elections by Participants
and directing transfers to and from the various Investment Funds,
the payment of distributions to Participants and Beneficiaries,
the designation of Beneficiaries, and like matters; 
 
          (e)  Rules. To adopt such rules and regulations as the
Committee may deem reasonably necessary for the proper and
efficient administration of the Plan and consistent with its
purposes; 
 
          (f)  Enforcement.  To enforce the Plan in accordance
with Its terms and with the Committee's own procedures, rules and
regulations and to settle and discharge disputes arising
thereunder; 
 
          (g)  Records.  To maintain the account records of all
Participants; 
 
          (h)  Loans.  To administer the loan program established
by Article VIII; 
 
          (i)  Retention of Services.  To retain counsel, employ
agents and provide for such clerical, accounting, actuarial and
consulting services as may be required in carrying out the
provisions of the Plan.  The Committee shall be entitled to rely
conclusively upon, and shall be fully protected in any action
taken by it in good faith in relying upon, any opinions or
reports that shall be furnished to it by any such counsel, agents
or other persons; and  
 
          (j)  Additional Powers.  To do all other acts in the
Committee's opinion necessary or desirable for the proper and
advantageous administration of the Plan. 
 
     12.06     Investment Direction and Investment Manager.  The
Committee, by written notice to the Trustee, may assume the right
to direct the Trustee with respect to the investment of all or of
any designated portion of the Fund or may by written notice to
the Trustee advise the Trustee of the appointment of an
Investment Manager to manage all or any designated portion of the
Fund.  Any Investment Manager shall be appointed by the Committee
and shall serve pursuant to written Agreement with the Committee
at the pleasure of the Committee. Any notice to the Trustee shall
remain in force until revoked or amended by further written
notice to the Trustee.  To the extent the Committee assumes or
appoints an Investment Manager to assume such responsibilities,
the Committee or the Investment Manager shall give instructions
to the Trustees for the purchase, sale, exchange or other
acquisition or disposition of securities, or an Investment
Manager may directly make any such purchase, sale, exchange or
other acquisition or disposition of securities, on behalf of and
for the Account of the Fund.  The Trustee shall follow the
instructions of the Committee or the Investment Manager and shall
be under no obligation to make any investment review or to
consider the propriety of holding or selling any securities or
property of the Fund subject to the management of the Committee
or an Investment Manager.  The Trustee shall not be liable or
responsible for any loss resulting to the Fund by reason of its
following such instructions of the Committee or the Investment
Manager or by reason of its failure to take any action with
respect to any investment which was acquired pursuant to any such
Instructions in the absence of further Instructions of the
Committee or the Investment Manager. 
     12.07     Records and Reports.  The Committee shall have the
responsibility to meet the reporting and disclosure requirements
with respect to the Plan, including filing the annual reports
with the Internal Revenue Service.  The Committee shall exercise
such authority and responsibility as it deems appropriate in
order to comply with ERISA and governmental regulations issued
thereunder relating to records of Participants' service and
Accounts. 
     12.08     Information to be Provided.  The Committee shall
furnish and make available to Participants and Beneficiaries and
to the Secretary of Labor or his or her delegate, and to the
Secretary of the Treasury or his or her delegate such plan
descriptions, summaries, reports, registration statements,
notifications and other documents as may be required by ERISA and
the Code and regulations thereunder, and the Committee shall
retain such records for such periods as may be required by such
laws and regulations. 
 

     ARTICLE XIII 
     Amendment, Merger and Termination 
     13.01     Amendment.  The Company reserves the right, at any
time or times to amend this Plan and the Trust established
hereunder to any extent and in any manner that it may deem
advisable and all Participants and persons claiming any interest
hereunder shall be bound thereby; provided, however, that no
amendment may be adopted the effect of which would be: 
          (a)  to divest any Participant or Beneficiary of his or
her then vested interest in the Fund, the vested interest of a
Participant who is still an Employee being the benefit to which
he or she would have been entitled had he or she then resigned; 
 
          (b)  except as permitted by regulations under Section
411(d) of the Code, to eliminate or reduce, with respect to the
aggregate Account balances of any Participant or Beneficiary as
of the later of the date such amendment is adopted or effective,
any early retirement subsidy that continues alter retirement, or
an optional form of benefit; 
 
          (iii)     except as provided by Section 14.12, to cause
any part of the Fund or its income to be used for, or diverted
to, any purpose other than the exclusive benefit of Participants
or their Beneficiaries; or 
 
          (iv) to materially increase the duties and
responsibilities of the Trustee without its consent. 
 
Notwithstanding the foregoing provisions of this Section,
however, this Plan may be amended in any manner whatsoever, with
prospective or retroactive effect, for the purpose of qualifying
it under Section 401 of the Code or complying with any provision
of ERISA.  Any amendment of the Plan shall be by written
instrument adopted by the Board of Directors, or by such
committee to whom the Board of Directors has expressly delegated
the power and authority to amend the Plan. 
     13.02     Merger. The Company may direct a merger or
combination of this Plan with, or a transfer of part or all of
its assets and liabilities to, any other plan or trust qualified
under Section 401(a) of the Code ("other plan").  In the event of
any such merger, consolidation or assets or liabilities, each
Participant in the Plan whose interests were so merged,
consolidated or transferred into, with, or to the other plan must
be entitled to receive a benefit immediately thereafter (if the
other plan then terminated) which would be equal to or greater
than the benefit he or she would have been entitled to receive
immediately theretofore (if the Plan had then terminated). 
     13.03     Termination.  Anything to the contrary herein
notwithstanding, this Plan and the Trust established hereunder
may be terminated (in whole or in part) by the Company by a duly
adopted resolution of the Board or further contributions
hereunder may be discontinued by any Employer by a duly adopted
resolution of its board of directors.  In the event of
termination (whether in whole or in part) and notwithstanding
anything herein to the contrary, the interests of all affected
Participants shall be fully vested and no part of any such
Participant's Accounts shall thereafter be forfeited for any
reason whatsoever except as provided in Section 8.01 and 14.11. 
Upon such termination or discontinuance, the assets of the Fund
shall be held and administered by the Trustee for the benefit of
the Participants in the same manner and with the same powers,
rights, duties and privileges herein prescribed, until the Fund
has been fully distributed pursuant to the provisions of Article
VII hereof, provided, however, that subject to Section 411(a)(11)
of the Code, in the case of a termination of the Plan (in whole
or in part), the Board may direct the Trustee to make
distribution of the Accounts as soon as practicable in accordance
with the provisions of Article VII hereof to each affected
Participant as if he or she were Retiring on the date of such
termination. 
     13.04     Partial Termination.  In the event of any partial
termination of the Plan under Section 13.03 an appropriate
portion of the assets of the Fund attributable to the
Participants and Beneficiaries subject to such partial
termination shall be segregated, held and administered by the
Trustee for the benefit of such Participants and Beneficiaries as
provided in Section 13.03; and the interests (including the ESOP
Account, Employer Discretionary Account and Profit Sharing
Accounts of each affected Participant) shall, notwithstanding
Section 7.03, thereafter be fully vested and nonforfeitable
except as provided in Sections 8.01 and 14.11. 


     ARTICLE XIV 
     Miscellaneous 
     14.01     Interest of Participants.  No Participant or
Beneficiary shall have any right to, or interest in, any part of
the Fund, except as expressly provided in this Plan. Any person
claiming benefits under this Plan will look solely to the Fund
for payment. 
     14.02     Title to Assets.  No Participant or Beneficiary
shall have any title or claim in or to any specific assets in the
Fund but shall have only a proportionate interest in the Fund as
a whole. 
     14.03     Not a Contract of Employment.  This Plan shall not
be deemed to be a contract of Employment between the Company or
any Affiliate and any Employee. Nothing contained herein shall be
deemed to give to any Employee the right to be retained in
Employment or to interfere with the right of the Company or
Affiliate to discharge any Employee at any time. Nothing
contained herein shall be deemed to give the Company or Affiliate
the right to require any Employee to remain employed, or to
interfere with the Employee's right to terminate his or. her
Employment at any time. 
     14.04     Spendthrift Clause.  Except as otherwise provided
in Sections 7.14, 8.01 and 14.10, amounts payable under this Plan
to a Participant or Beneficiary shall be paid only to him or her
and upon his or her personal receipt.  No benefit payable under
the provisions hereof shall be assigned or alienated or be
subject in any manner to anticipation, alienation, sale,
transfer, assignment, pledge, encumbrance or charge. Any attempt
to so anticipate, alienate, sell, transfer, assign, pledge,
encumber or charge shall be void, nor shall the Fund be in any
manner liable for or subject to the debts, contracts,
liabilities, engagements or torts of the persons entitled to any
benefit payment. 
     14.05     Addresses.  Each person entitled to benefits
hereunder shall file with the Committee from time to time in
writing his or her complete mailing address and change of mailing
address.  Any check representing payment hereunder and any
communication addressed to a Participant or to any other person
at his or her last address so filed (or if no such address has
been filed, then at his or her last address indicated on the
records of the Company or any Affiliate) shall be deemed to have
been received by such person for all purposes of the Plan, and
neither the Committee, Trustee nor the Company or any Affiliate
shall be obliged to search for or ascertain the location of any
such persons. 
     14.06     Information on Participants.  Participants shall
furnish promptly to the Committee such Information as the
Committee reasonably considers necessary or desirable for the
purpose of administering the Plan.  If such information is not
submitted, or shows that such information previously has been
misstated on the records of the Plan, the Committee will make
such corrections and adjustments in accordance with the available
facts as it considers appropriate. 
     14.07     Regularly Kept Records Are Binding.  The regularly
kept records of the Company or Affiliate shall be conclusive and
binding upon all persons with respect to the nature and length of
Employment, the type and amount of compensation paid and the
manner of payment thereof, the type and length of absence from
work and all other matters contained therein relating to
employees. 
     14.08     Claims.  Any claim for benefits not received or
received in an improper amount shall be made in writing to the
Committee.  The Committee shall consider such claim and shall
either approve it or deny It within 90 days, unless within 90
days the Committee determines that special circumstances require
an extension of time in processing the claim and so notifies the
claimant in writing of such extension, the special circumstances
justifying the extension, and the date by which the Committee
expects to render a final decision.  In no event shall extension
exceed a further period of 90 days.  Each denial shall be in
writing, setting forth the specific reasons for such denial and
be written in a manner calculated to be understood by the
Participant or Beneficiary.  Within 60 days after the receipt
from the Committee of any written denial of a claim for benefits,
or within 60 days from the end of the period (after any
applicable extension) for initial consideration of claims if no
decision has been rendered by that date (which shall be deemed a
denial of such claim), a Participant (or Beneficiary) whose claim
is denied (or deemed denied) may request, by written application
to the Committee, a review by the Committee of the decision
denying the payment of benefits.  In connection with such review,
such Participant (or Beneficiary) shall be entitled to review any
and all documents pertinent to the claim or its denial and shall
also be entitled to submit issues and comments in writing.  The
decision of the Committee upon such review shall be made promptly
and not later than 60 days after the receipt of such request for
review, unless special circumstances require an extension of time
for processing, in which case a decision shall be rendered as
soon as possible, but no later than 120 days alter the
Committee's receipt of a request for review.  The decision on
review shall be written in a manner calculated to be understood
by the Participant (or Beneficiary), shall include specific
reasons for the decision and specific refernces to the pertinent
Plan provisions on which the decision is based, and shall be
final. 
     14.09     Indemnification.  Except as otherwise provided in
ERISA, the Company, any Affiliate, their directors, officers,
employees and agents, the Trustee, the members of the Committee
or any of them, shall not incur any personal liability for the
breach of any responsibility, obligation, or duty in connection
with any act done or omitted to be done in good faith in the
management and administration of the Plan and Trust established
hereunder and the Investment and handling of the Fund and shall
be indemnified and held harmless by the Employers from and
against any such personal liability including all expenses
reasonably incurred in its or their defense in case the Employers
fail to provide such defense. 
     14.10     Payments to Minors. Etc.  In the event any portion
of the Fund becomes distributable under the terms hereof to a
minor or other person under a legal disability, the Committee, in
its sole discretion, may direct that such distribution shall be
made in any one or more of the following ways: 
          (a)  directly to said minor or other person; 
 
          (b)  to the legal guardian or conservator of said minor
or other person; or 
 
          (c)  to the spouse, parent, brother, sister, child or
other relative of said minor or other person for the use of said
minor or other person. 
 
The Committee shall not be required to see to the application of
any distributions so made to any of said persons, but the receipt
therefor shall be a full discharge of the liability of the
Trustee and the Fund to such minor or other person. 
     14.11     Unclaimed Payments.  If any check or other
instrument in payment of a benefit hereunder, which was mailed by
regular United States mail to the address of the payee furnished
the Committee or Trustee by the payee or the Company or an
Affiliate is returned unclaimed, the Trustee shall notify the
Committee and shall discontinue further payments to such payee
until the Committee or Trustee receives further information and
instructions from such payee or the Company or an Affiliate. Such
discontinuance shall not be treated as a forfeiture of any
unclaimed or future payment, provided, however, that where the
Committee or Trustee is unable to locate a payee and an amount
has been distributable and unclaimed for three (3) years
following the date distribution was to be made or commenced, or
upon the termination of the Plan if earlier, the entire
distribution payable to such payee shall be forfeited and used to
pay current or reasonably anticipated expenses of the Plan or the
Trust; or if there are no such current or anticipated expenses,
treated as a Profit Sharing Contribution and allocated as set
forth in Section 5.05 hereof. Any amounts so treated shall again
become payable to such payee as an administrative expense of the
Plan upon his or her filing a written claim for benefits under
the Plan with the Committee containing his or her complete
mailing address and such evidence that he or she is entitled to
such benefits as the Committee may require. 
     14.12     Reversions.  In no event shall any of the assets
of the Fund revert to the Employers except the sum, if any,
remaining in the Fund after all liabilities under the Plan to
Participants and Beneficiaries have been fully satisfied and
discharged; provided, however, that there shall be returned to
the Employers: 
          (a)  contributions made by a mistake of fact, within
one (1) year after the payment of such contributions; 
 
          (b)  contributions conditioned upon their deductibility
under Section 404 of the Code to the extent the deduction is
disallowed, within one (1) year alter the disallowance of the
deduction; and 
 
          (c)  any amounts remaining in the suspense account for
excess annual additions maintained under Section 9.04 upon
termination of the Plan, as soon as practicable after all
liabilities of the Plan to Participants and their Beneficiaries
have been satisfied. 
 
The amount of any contribution that may be returned to any
Employer pursuant to subparagraph (i) above shall be reduced by
any portion thereof previously distributed from the Fund and by
any losses of the Fund allocable thereto, and in no event shall
the return of such contribution cause the balance of any
Participant's Accounts to be less than the amount of the such
balance had the contribution not been made. 
     14.13     Necessary Parties.  Necessary parties to any
accounting, litigation or other proceedings shall include only
the Trustee, Committee and the Company, and the settlement or
judgment in any such cases in which the Company is duly served or
cited shall be binding upon all members of the Plan, Participants
and their Beneficiaries and estates and all persons claiming by,
through or under them. 
     14.14     Company Action.  Any action this Plan requires or
permits the Company to take shall be duly and properly taken if
done by written resolution of the Board; or, except where
otherwise expressly provided in this Plan, in writing by an
individual authorized generally by the by-laws of the Company or
specifically by such written resolution of the Board to take
actions of such kind respecting this Plan. 
     14.15     Company as Agent for Employers.  In the event an
Affiliate other than the Company becomes an Employer hereunder by
adopting this Plan with the consent of the Company for the
benefit of its eligible employees, such Employer irrevocably
appoints the Company as its agent to do all acts and things
respecting the Plan on its behalf; to the end that the Trustee,
Committee, Participants and Beneficiaries and all other persons
may deal with the Company respecting this Plan as if it were the
only Employer under this Plan. 
     14.16     Plan Expenses.  All taxes of any kind upon or in
respect of the Fund or its income, including income taxes upon
Participants or Beneficiaries respecting distributions from the
Fund and required by the Code or any other federal, state or
local revenue law to be withheld at the source, but excepting
only any federal excise taxes respecting the Plan or its
operation that the Code specifically imposes on the Company or
other persons and not on the Fund, shall be paid by the Trustee
from the Fund.  All other expenses incurred in the management or
administration of the Plan and the Trust may, in the discretion
of the Company, be paid by the Company, but if for any reason not
paid by the Company shall be paid by the Trustee from the Fund
unless the Company has affirmatively directed the Trustee in
writing not to pay such expenses; in which event the Company
shall indemnify the Trustee and the Fund from and against such
expenses and all other costs and charges (including attorneys
fees and costs of collection imposed on the Trustees or the Fund)
respecting such expenses. 
     14.17     Agent for Service of Process.  The agent for
service of process under the Plan shall be the Secretary of the
Company. 
     14.18     Illinois Law to Govern.  This Plan and the Trust
established hereunder shall be administered, construed and
regulated and its validity and effect and the rights hereunder of
all parties interested shall at all times be determined in
accordance with the laws of the State of Illinois subject,
however, to applicable provisions of ERISA and the Code. 
     14.19     Special Rules Relating to Veterans Reemployment
Rights Under USERRA. 
Effective on and after December 12, 1994, the following special
provisions of this Section shall apply to an Employee or
Participant who is reemployed in accordance with the reemployment
provisions of USERRA following a period of qualifying military
service (as determined under USERRA): 
          (a)  Each period of qualifying military service served
by an Employee or Participant shall, upon such reemployment, be
deemed to constitute Employment with the Employer for all
purposes of the Plan, including determining the Participant s
vested percentage in his Employer Discretionary and Profit
Sharing Accounts. 
 
          (b)  The Participant shall be permitted to make up
Salary Savings Contributions missed during the period of
qualifying military service. The Participant shall have a period
of time beginning on the date of the Participant s reemployment
with the Employer following his period of qualifying military
service and extending over the lesser of (i) the product of three
and the Participant s period of qualifying military service, and
(ii) five years, to make up such missed Salary Savings
Contributions. 
 
          (c)  If the reemployed Participant elects to make up
Salary Savings Contributions in accordance with paragraph (b)
above, the Employer shall make any Matching Contributions that
would have been made on behalf of such Participant had the
Participant made such Salary Savings Contributions during the
period of qualifying military service. 
 
          (d)  If the Employer made any Employer Discretionary or
Profit Sharing Contributions to the Plan during the period of
qualifying military service, it shall make an Employer
Discretionary and Profit Sharing Contribution on behalf of the
Participant upon the Participant s reemployment following his
period of qualifying military service, in the amount that would
have been made on behalf of such Participant had the Participant
been employed during the period of qualifying military service. 
 
          (e)  The Plan shall not (i) credit earnings to a
Participant s Accounts with respect to any Salary Savings,
Matching, Discretionary or Profit Sharing Contribution before
such Contribution is actually made, or (ii) make up any
allocation of forfeitures, with respect to the period of
qualifying military service. 
 
          (f)  A reemployed Participant shall be entitled to
accrued benefits attributable to Salary Savings Contributions
only if such Contributions are actually made. 
 
          (g)  For all purposes under the Plan, including the
Employer  s liability for making contributions on behalf of a
reemployed Participant as described above, the Participant shall
be treated as having received Compensation from the Employer
based on the rate of Compensation the Participant would have
received during the period of qualifying military service, or if
that rate is not reasonably certain, on the basis of the
Participant s average rate of Compensation during the 12-month
period immediately preceding such period. 
 
          (h)  If a Participant makes a Salary Savings
Contribution or the Employer makes a Matching, Discretionary or
Profit Sharing Contribution in accordance with the foregoing
provisions of this Section 14.19: 
 
               (i)  such Contributions shall not be subject to
any otherwise applicable limitation under Code Sections 402(g),
404(a) or 415, and shall not be taken into account in applying
such limitations to other Participant or Employer Contributions
under the Plan or any other plan, with respect to the year in
which such Contributions are made, and such Contributions shall
be subject to these limitations only with respect to the year to
which such Contributions relate and only in accordance with
regulations prescribed by the Internal Revenue Service; and 
 
               (ii) the Plan shall not be treated as failing to
meet the requirements of Code Sections 401(a)(4), 401(a)(26),
401(k)(3), 401(k)(11), 401(k)(12), 401(m), 410(b) or 416 by
reason of such Contributions. 


     ARTICLE XV 
     Provisions Applicable to Annuity Distributions 
     15.01     Annuity Forms of Distribution.  A Participant who
elects the annuity form of distribution in accordance with
Section 7.06 shall receive a distribution of his Accounts in the
form of a Qualified Joint and Survivor Annuity, unless such
Participant elects one of the optional annuity forms specified
below.  The optional forms of retirement benefit are: 
          (a)  a Qualified Joint and Survivor Annuity; 
 
          (b)  a straight life annuity; 
 
          (c)  a single life annuity with a period certain of 
ten or fifteen years guaranteed; 
 
          (d)  a survivorship life annuity with survivorship
percentage of 100%; and 
 
          (e)  a fixed period annuity for any period of whole
months that is not less than sixty and does not exceed the life
expectancy of the Participant and the named Beneficiary as
provided in Section 15.06. 
 
     15.02     Determining Optional Form of Distribution;
Qualified Elections.  Unless a qualified election of an optional
form of benefit distribution (other than a Qualified Joint and
Survivor Annuity) is made pursuant to the qualified election
provisions of subsection 15.05, the form of retirement benefit
for a Participant who elects to receive the annuity form of
benefit in Section 7.06 shall be determined as follows: 
          (a)  for a Participant who does not die before his
Benefit Starting Date, a Qualified Joint and Survivor Annuity;
and 
 
          (b)  for a Participant who dies before his Benefit
Starting Date, either: 
 
               (i)  a Qualified Preretirement Survivor Annuity
under which the spouse may elect to start receiving the death
benefit on any first day of the month after the date the
Participant dies and before the date the Participant would have
been age seventy and one-half (70-); provided, however, that if
the spouse dies before benefits start, the Participant's vested
Account balance, determined as of the date of the spouse's death,
shall be paid to the spouse's Beneficiary; or 
 
               (ii) a lump sum payment to the Participant's
Beneficiary for a Participant who does not have a spouse who is
entitled to a Qualified Preretirement Survivor Annuity. 
 
     15.03     Qualified Joint and Survivor Annuity.  For a
Participant who has a spouse, an immediate survivorship life
annuity where the survivorship percentage is 50% and the
Beneficiary is the Participant's spouse.  A former spouse will be
treated as the spouse to the extent provided under a qualified
domestic relations order as described in Code Section 414(p).  If
a Participant does not have a spouse, the Qualified Joint and
Survivor Annuity means a single life annuity.  The amount of
benefit payable under the Qualified Joint and Survivor Annuity
shall be the amount of benefit that may be provided by the
Participant's vested Account. 
     15.04     Qualified Preretirement Survivor Annuity.  A
single life annuity payable to the surviving spouse of a
Participant who: (i) elects to receive a Qualified Joint and
Survivor Annuity form of benefit; and (ii) dies before his
Benefit Starting Date.  A former spouse will be treated as the
surviving spouse to the extent provided under a qualified
domestic relations order as described in Code Section 414(p). 
     15.05     Election Procedures.  The Participant or spouse
shall make any election under this Section 15.05 in writing.  The
Committee may require such individual to complete and sign any
necessary documents as to the provisions to be made.  Any
election permitted under subsection (a) or (b) below shall be
subject to the qualified election provisions of subsection (c)
below: 
          (a)  Retirement Benefits.  A Participant may elect one
of the annuity forms described in subsection 15.01. 
 
          (b)  Death Benefits.  If a Participant dies before his
Benefit Starting Date,  death benefits shall be distributed as
follows: 
 
               (i)  If the Participant has a surviving spouse
Beneficiary and elected to receive his benefit in the form of a
Qualified Joint and Survivor Annuity, the surviving spouse shall
receive distribution of the Participant's Account in the form of
a Qualified Preretirement Survivor Annuity.  The spouse may waive
the Qualified Preretirement Survivor Annuity by electing to have
the Account distributed in a lump sum.  
 
               (ii) If the Participant's Beneficiary is not his
spouse, any election of an optional form of benefit made by the
Participant before the Participant's death shall be revoked, and
the Participant's Beneficiary shall receive a distribution of the
Participant's Account in a lump sum.  
 
     (c)  Qualified Election. 
 
               (i)  The Participant or spouse may make an
election at any time during the election period.  The Participant
or spouse may revoke the election made (or make a new election)
at any time and any number of times during the election period. 
An election is effective only if it meets the consent
requirements below. 
 
               (ii) The election period as to retirement benefits
is the ninety (90) day period ending on the Benefit Starting
Date.  An election to waive the Qualified Joint and Survivor
Annuity by a Participant who has elected an optional form of
retirement benefit may not be made before the date he is provided
with the notice of the ability to waive the Qualified Joint and
Survivor Annuity.  If the Participant elects the series of
installments, he may elect on any later date to have the balance
of his vested Account paid under any of the optional forms of
retirement benefit available under the Plan.  His election period
for this election is the ninety (90) day period ending on the
Benefit Starting Date for the optional form of retirement benefit
elected. 
 
               (iii)     A Participant may make an election as to
death benefits at any time before he dies. The spouse's election
period begins on the date the Participant dies and ends ninety
(90) days after the Participant's date of death.  A Participant
may not elect to waive the Qualified Preretirement Survivor
Annuity. 
 
               (iv) If the Participant has elected one of the
optional forms of distribution described in subsection 7.06 and
the present value of the Participant's vested Account exceeds
$3,500, any benefit that is payable in a form other than a
Qualified Joint and Survivor Annuity or a Qualified Preretirement
Survivor Annuity requires the consent of the Participant's
spouse.  The consent, to be effective, must satisfy the following
criteria: 
 
                    (A)  The spouse's consent shall be witnessed
by a plan representative or notary public. 
 
                    (B)  The spouse's consent must acknowledge
the effect of the election, including that the spouse had the
right to limit consent only to a specific Beneficiary or a
specific form of benefit, if applicable, and that the
relinquishment of one or both such rights was voluntary.  Unless
the consent of the spouse expressly permits designations by the
Participant without a requirement of further consent by the
spouse, the spouse's consent must be limited to the form of
benefit, if applicable, and the Beneficiary, class of
Beneficiaries, or contingent Beneficiary named in the election. 
 
                    (C)  Spousal consent is not required if the
Participant establishes to the satisfaction of the plan
representative that the consent of the spouse cannot be obtained
because there is no spouse or the spouse cannot be located. 
 
                    (D)  A spouse's consent under this Section
shall not be valid with respect to any other spouse. 
 
                    (E)  A Participant may revoke a prior
election without the consent of the spouse.  Any new election
will require a new spousal consent, unless the consent of the
spouse expressly permits such election by the Participant without
further consent by the spouse. 
 
                    (F)  A spouse's consent may be revoked at any
time within the Participant's election period. 
 
     15.06     Benefit Starting Date.  For a Participant who has
elected the annuity form of distribution, the first day of the
first period for which an amount is payable as an annuity. 
     15.07     Notice Requirements.  If the Participant elects
the annuity form of benefit, the Committee shall furnish no less
than thirty (30) days and no more than ninety (90) days before
the Benefit Starting Date to the Participant a written
explanation of all the methods of retirement benefit distribution
available under the Plan.  The written explanation shall address
each of the following: 
          (a)  With respect to the Qualified Joint and Survivor
Annuity, the Committee shall furnish to the Participant a written
explanation of the following:  (A) the terms and conditions of
the Qualified Joint and Survivor Annuity; (B) the Participant's
right to make, and the effect of, an election to waive the
Qualified Joint and Survivor Annuity; (C) the rights of the
Participant's spouse; and (D) the right to revoke an election and
the effect of such a revocation.  The Committee shall furnish the
written explanation by a method reasonably calculated to reach
the attention of the Participant no less than thirty (30) days
and no more than ninety (90) days before the Benefit Starting
Date.  After the written explanation is given, a Participant or
spouse may make written request for additional information.  The
written explanation must be personally delivered or mailed (first
class mail, postage prepaid) to the Participant or spouse within
thirty days from the date of the written request.  The Committee
does not need to comply with more than one such request by a
Participant or spouse.  The Committee's explanation shall be
written in nontechnical language and will explain the terms and
conditions of the Qualified Joint and Survivor Annuity and the
financial effect upon the Participant's benefit (in terms of
dollars per benefit payment) of electing not to have benefits
distributed in accordance with the Qualified Joint and Survivor
Annuity. 
 
          (b)  All other methods of distribution.  The Committee
shall furnish to the Participant a written explanation of the
material features and relative values of these methods of
distribution, including the automatic method of distribution
described in Section 7.06, and the Participant's right to defer
distribution until Normal Retirement Age.  The Committee shall
furnish the written explanation by a method reasonably calculated
to reach the attention of the Participant no more than thirty
(30) days after the Participant's Date of Separation and no more
than ninety (90) days before the Benefit Starting Date. 
 
 
     ARTICLE XVI 
     ESOP Provisions 
     16.01     Special Provisions Applicable When an Exempt Loan
Is Outstanding.  The provisions of this Article XVI shall be
applicable at any time there is an Exempt Loan outstanding with
respect to the Plan.  For purposes of this Article, the following
terms shall have the following respective meanings: 
     "Exempt Loan" means a loan to the Trust, to enable the Trust
to acquire Company Stock, that is made or guaranteed by the
Company or an Affiliate or by another person that is a
"disqualified person" with respect to the Plan under Section
4975(e)(2) of the Code, and that is intended to meet the
exemption requirements of Section 4975(d)(3) of the Code and
regulations thereunder. 
     "ESOP Contributions" means any Employer Contribution
determined by the Board that is applied pursuant to Section 16.05
to the repayment of an Exempt Loan. 
     "ESOP Savings and Matching Contributions" means that
portion, if any, of Salary Savings Contributions and Matching
Contributions that is applied pursuant to Section 16.05 to the
repayment of an Exempt Loan. 
     "Loan Suspense Account" means the account for unallocated
Company Stock acquired with the proceeds of an Exempt Loan as
provided in Section 16.06. 
     16.02     Form of Contributions.  ESOP Contributions shall
be made in cash to the extent of the portion of the ESOP
Contribution required under Section 16.05 of the Plan to enable
the Trustee to make payment of debt service on any Exempt Loan.  
     16.03     Accounts of Participants.  In the event the
Trustee acquires Company Stock with the proceeds of an Exempt
Loan, such Company Stock and earnings thereon shall be added to
and maintained in a Loan Suspense Account until released as
provided in Section 16.06.  The Trustee shall separately account
for contributions made to meet the obligations of the Trust under
the Exempt Loan, earnings on such contributions, and earnings on
the Loan Suspense Account.  Notwithstanding Section 11.05, all
ESOP Contributions and ESOP Savings and Matching Contributions
shall be invested in the Company Stock Fund. 
     16.04     Exempt Loans.  The Trustee may, but need not,
enter into an Exempt Loan.  Any Exempt Loan to the Trust shall be
subject to the following conditions: 
          (i)  the rate of Interest charged to the Trust must be
reasonable; 
 
          (ii) any collateral pledged to the creditor by the
Trust shall consist only of Company Stock purchased with the
proceeds of such Exempt Loan (or with the proceeds of a prior
Exempt Loan repaid with the proceeds of such current Exempt Loan)
and earnings thereon, if any; 
 
          (iii)     the creditor shall have no recourse against
the Trust except as to such pledged Company Stock held in the
Loan Suspense Account and to earnings thereon, if any; 
 
          (iv) repayment of the Exempt Loan may be made only from
Employer contributions (including ESOP Contributions and ESOP
Savings and Matching Contributions) made to enable the Trustee to
repay the Exempt Loan, earnings on Company Stock acquired with
the proceeds of the Loan and held in the Loan Suspense Account,
and from other dividends on Company Stock to the extent permitted
by ERISA or the Code; 
 
          (v)  in the event of default upon an Exempt Loan, the
value of Plan assets transferred in satisfaction of the Exempt
Loan shall not exceed the amount of default; and if the lender is
a disqualified person (within the meaning of Section 4975(e)(2)
of the Code) the Exempt Loan must provide for a transfer of Plan
assets upon default only upon and to the extent of the failure of
the Plan to meet the repayment schedule of the Exempt Loan; 
 
          (vi) except as provided by Section 6.02 or as otherwise
required by applicable law, no security acquired with the
proceeds of an Exempt Loan may be subject to a put, call or other
option, or buy-sell or similar arrangement, while held by and
when distributed from the Exempt Loan has been repaid or Plan,
whether or not the Plan is then a leveraged employee stock
ownership plan; and 
 
          (vii)     upon the payment of any portion of the
balance due on the Exempt Loan, Company Stock originally pledged
as collateral for such portion shall be released from the Loan
Suspense Account in accordance with Section 16.06. 
 
 
     16.05     Allocation of Contributions.  So long as any
Exempt Loan is outstanding.  ESOP Contributions shall be applied
to the payment of debt service on such Exempt Loan (or Loans) to
the extent required (after taking into consideration dividends
paid on Company Stock held in the Suspense Account pursuant to
Section 16.11 and any other funds available to the Trustee for
that purpose) or permitted (without prepayment penalty) under the
payment schedule of such Exempt Loan (or Loans).  If such ESOP
Contributions are insufficient to enable the Trustee to make
payments required under the payment schedule of such Exempt Loan
(or Loans), there shall then be applied to the payment of
required debt service on such Exempt Loan (or Loans), in order
until exhausted: (i) Matching Contributions, and then (ii) Salary
Savings Contributions.  Stock released from the Suspense Account
as a result of such Exempt Loan repayment shall be allocated to
Accounts in accordance with Section 16.07. 
     16.06     Loan Suspense Account.  In the event the Trustee
purchases Company Stock with the proceeds of an Exempt Loan, such
Company Stock will be held initially in a Loan Suspense Account. 
For each Plan Year during the term of the Exempt Loan, Company
Stock released from the Loan Suspense Account shall equal the
Company Stock (including stock dividends in Company Stock
thereon) held in the Loan Suspense Account immediately before
such release multiplied by a fraction, the numerator of which is
the amount of principal paid on the Exempt Loan for the current
year, and the denominator of which is the sum of the numerator
plus the amount of principal to be paid for all future years;
provided, however, that if the Exempt Loan provides for annual
payments of principal and interest at a cumulative rate that is
less rapid at any time than level annual payments of such amounts
for ten years, or provides for interest to be included in any
payment that would not be deemed interest under standard loan
amortization tables, or by reason of renewal, extension or
refinancing has an expected total (past and future) term
exceeding ten years, the release fraction for any Plan Year will
be determined on the basis of combined principal and interest
payments (applying, in the case of a variable interest rate, the
rate applicable as of the end of the Plan Year) in accordance
with regulations under Section 4975(d)(3) and (e)(7) of the Code.

     16.07     Allocation of Company Stock Released from the Loan
Suspense Account.   Company Stock released from the Loan Suspense
Account under Section 16.06 first shall be allocated to
Participants who have made Salary Savings Contributions with
respect to a Plan Year, but only to the extent such contributions
and associated Employer Matching Contributions are ESOP Savings
and Matching Contributions until the fair market value of the
shares so allocated is equal to such Participant's ESOP Savings
and Matching Contributions.  The balance of shares released with
respect to such Plan Year shall be allocated to Participants
employed by the Employer on the last day of the Plan Year who
have completed at least 1,000 Hours of Service during such Plan
Year and to Participants who have terminated employment during
the Plan Year as a result of death, Disability or attainment of
Normal Retirement Age regardless of the number of hours worked,
in proportion to each eligible Participant's Compensation earned
during the Plan Year while a Participant in the Plan. 
     16.08     Investment in Company Stock.  ESOP Contributions
and ESOP Savings and Matching Contributions as determined under
Section 16.05, all earnings on the Loan Suspense Account, and any
other cash received by the Trust in the Company Stock Fund, other
than cash borrowed specifically for the purchase of Company Stock
by the Trust, will first be used to the extent required or
permitted (without prepayment penalty) to pay debt service on any
Exempt Loan or other outstanding obligations of the Trust.  The
Trustee shall use any excess to buy Company Stock available
either from holders of outstanding stock or newly issued stock
from the Company.  However, such purchases of Company Stock will
only be made at a price, or at prices, which in the judgment of
the Trustees, or when required by Section 5.07 of an independent
appraiser, do not exceed the fair market value for such shares of
Company Stock.  So long as no current obligations of the Trust
are outstanding and unpaid and in the event the Trustee shall for
any reason determine that Company Stock is not available for
purchase, or shall determine to hold cash in the Company Stock
Fund of the Trust pending the making of loans, transfers or cash
distributions or paying the expenses of the administering the
Plan and the Trust, the Trustee may invest such funds within the
Company Stock Fund in savings accounts, bank certificates of
deposit, securities, bonds, or other investments deemed by the
Trustee to be desirable for the Trust, or such funds may be held
temporarily in cash. 
     16.09     Voting Company Stock.  All Company Stock in the
Loan Suspense Account shall be voted by the Trustee in such
manner (which may be an abstention) as it in its sole discretion
deems to be in the best interests of Participants and their
Beneficiaries.  
     16.10     Aggregation of Plans.  The limitations of Sections
9.05 and 9.06 shall be applied separately to (i) ESOP Savings and
Matching Contributions, and (ii) the remaining Salary Savings
Contributions and Matching Contributions, to the extent required
by regulations under Section 401(k) and 401(m) of the Code.  The
Committee may direct that any plan maintained by an Affiliate,
qualifying under Section 401(a) of the Code, and providing for
salary savings contributions, voluntary employee contributions or
matching contributions, be aggregated with this Plan for purposes
of Sections 9.05 and 9.06; provided that the plans meet the
requirements of Sections 401(a)(4) and 410(b) of the Code and
(after applying any reduction required by Section 9.05 or 9.06 or
comparable provisions of the aggregated plans) satisfy the tests
of Section 9.05 and 9.06 on an aggregate basis; and further
provided that only a plan (or portion thereof) that is an
employee stock ownership plan within the meaning of Section
4975(e)(7) of the Code shall be aggregated with this Plan in
applying Sections 9.05 or 9.06 to ESOP Savings and Matching
Contributions and such plan (or portion thereof) shall not be
aggregated in applying Sections 9.05 or 9.06 to remaining Salary
Savings Contributions and Matching Contributions to the extent
such aggregation is forbidden by Sections 401(k) and 401(m) of
the Code.  
     16.11     Dividend Pass Through.  Cash dividends paid on
shares of Company Stock held in the Suspense Account shall first
be used to repay any Exempt Loan incurred to purchase the Company
Stock on which such dividends were paid and any remaining cash
dividends shall be allocated to Participants in proportion to
their Account balance attributable to ESOP Contributions and
shall be distributed to such Participants not later than 90 days
following the close of the Plan Year.  Cash dividends on all
other Company Stock shall be allocated and paid or reinvested in
accordance with Section 7.11. 
 
     IN WITNESS WHEREOF, the Company has amended and restated the
Plan and the Trust established herein and the Trustee hereby
accepts the terms of the Trust and agrees to perform the duties
created herein, this _____ day of December, 1996. 
 
GRAND PREMIER TRUST AND       GRAND PREMIER FINANCIAL, INC. 
INVESTMENT, INC. 
as Trustee 
 
By:                                                              
By:                                                         
Its:                                                             
Executive Vice President  
                                    
CHI3:74856.4   03.20.97  12.3