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                           401(K) PLAN
                     FOR SALARIED EMPLOYEES

             (As Adopted Effective January 1, 2000)






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                           401(K) PLAN
                     FOR SALARIED EMPLOYEES

                        TABLE OF CONTENTS

ARTICLE I  INTRODUCTION                                         1
    1.1  Plan; Purpose                                          1
    1.2  Qualified   Profit   Sharing   Plan   (With   401(k)
         Arrangement)                                           1
    1.3  Plan Document                                          1
    1.4  Effective Date of Document                             1

ARTICLE II  DEFINITIONS AND CONSTRUCTION                        1
    2.1  Definitions                                            1
    2.2  Choice of Law                                          5

ARTICLE III  PARTICIPATION                                      5
    3.1  Start of Participation                                 5

ARTICLE IV  EMPLOYEE CONTRIBUTIONS                              6
    4.1  401(k) Contributions                                   6
    4.2  After-Tax Contributions                                6
    4.3  Rollover Contributions                                 6
    4.4  Transfers from ESOP                                    7
    4.5  Form of Contribution                                   7

ARTICLE V  EMPLOYER CONTRIBUTIONS                               7

ARTICLE VI  CONTRIBUTION LIMITS                                 7
    6.1  Code Section 402(g) Limit on 401(k) Contributions      7
    6.2  Code Section 401(k) Nondiscrimination Test             7
    6.3  Maximum Annual Additions                               8
    6.4  Deduction Limit                                        9

ARTICLE VII  ACCOUNTS                                           9
    7.1  Accounts                                               9
    7.2  Valuation of Accounts                                 10
    7.3  Statements                                            11
    7.4  Voting Rights on Company Stock                        11
    7.5  Tender or Exchange Offers Regarding Company Stock     12

ARTICLE VIII  INVESTMENT OF ACCOUNTS                           12
    8.1  Investment Options                                    12
    8.2  Participant Loan Program                              13

ARTICLE IX  VESTING                                            14

ARTICLE X  WITHDRAWALS WHILE EMPLOYED                          14
    10.1 Withdrawals for Hardship                              14
    10.2 Withdrawals After Age 59 and one half                 15
    10.4 Withdrawals from Predecessor Plan Subaccounts         16
    10.5 Withdrawal Procedures                                 16

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ARTICLE XI  DISTRIBUTIONS AFTER TERMINATION                    16
    11.1 Benefit on Termination of Employment                  16
    11.2 Time, Form and Medium of Distribution                 17
    11.3 Cash-Out of Small Accounts                            18
    11.4 Minimum Distribution Rules                            18
    11.5 Distribution Procedures                               18

ARTICLE XII  DISTRIBUTIONS AFTER DEATH                         18
    12.1 Benefit on Death                                      18
    12.2 Time, Form and Medium of Distribution                 19
    12.3 Beneficiary Designation                               19
    12.4 Multiple Beneficiaries                                20
    12.5 Minimum Distribution Rules                            20

ARTICLE XIII  MISCELLANEOUS BENEFIT PROVISIONS                 21
    13.1 Valuation  of  Accounts  Following  Termination   of
         Employment                                            21
    13.2 Direct Rollover Option                                21
    13.3 Missing Participants or Beneficiaries                 21
    13.4 Distribution   in   Event   of   Certain   Corporate
         Transactions                                          22
    13.5 Distribution to Alternate Payee                       22
    13.6 Brokerage Fees                                        22
    13.8 No Other Benefits                                     22
    13.9 Source of Benefits                                    23
    13.10                                       Incompetent Payee    23
    13.11                 No Assignment or Alienation of Benefits    23
    13.12                                        Payment of Taxes    23
    13.13                                    Conditions Precedent    23
    13.14Delay of Distribution in Event of Stock Dividend or Split   23

ARTICLE XIV  TRANSFER OR REEMPLOYMENT                          23
    14.1 Transfer of Employment                                23
    14.2 Effect of Reemployment                                24

ARTICLE XV  TRUST FUND                                         24
    15.1 Composition                                           24
    15.2 No Diversion                                          24
    15.3 Funding Policy                                        24
    15.4 Share Registration                                    24
    15.5 Purchase/Sale of Company Stock                        25

ARTICLE XVI  ADMINISTRATION                                    25
    16.1 Administration                                        25
    16.2 Certain Fiduciary Provisions                          25
    16.3 Payment of Expenses                                   26
    16.4 Evidence                                              26
    16.5 Correction of Errors                                  26
    16.6 Claims Procedure                                      26
    16.7 Waiver of Notice                                      26
    16.8 Agent For Legal Process                               26
    16.9 Indemnification                                       26
    16.10                                   Exercise of Authority    26
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    16.11       Telephonic or Electronic Notices and Transactions   27

ARTICLE XVII  AMENDMENT, TERMINATION, MERGER                   27
    17.1 Amendment                                             27
    17.2 Permanent Discontinuance of Contributions             28
    17.3 Termination                                           28
    17.4 Partial Termination                                   28
    17.5 Merger, Consolidation, or Transfer of Plan Assets     28
    17.6 Deferral of Distributions                             28

ARTICLE XVIII  PREDECESSOR PLAN ACCOUNTS                       28
    18.1 Transfers from Other Plans                            28
    18.2 Optional Forms of Payment                             28
    18.3 Special Rules if Survivor Annuity Requirements Apply  29

ARTICLE XIX  MISCELLANEOUS PROVISIONS                          30
    19.1 Special Top-Heavy Rules                               30
    19.2 Qualified Military Service                            32
    19.3 Insurance  Company Not Responsible for  Validity  of
         Plan                                                  32
    19.4 No Guarantee of Employment                            32
    19.5 Use of Compounds of Word "Here"                       32
    19.6 Construed as a Whole                                  32

ADDENDUM  SPECIAL RULES FOR PLAN YEAR 2000                     33

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                               ADM
                           401(K) PLAN
                     FOR SALARIED EMPLOYEES
             (As Adopted Effective January 1, 2000)


                            ARTICLE I

                          INTRODUCTION


1.1  Plan;  Purpose.  The ADM 401(K) PLAN FOR SALARIED  EMPLOYEES
     is  sponsored  by the Company primarily to provide  Eligible
     Employees with a means to save for their retirement or other
     purposes,  and  also to provide Eligible  Employees  with  a
     means to acquire an ownership interest in the Company.

     The Plan operates in coordination with the ESOP.

1.2  Qualified  Profit  Sharing Plan (With  401(k)  Arrangement).
     The  Plan  is  a  profit sharing plan that  is  intended  to
     qualify  under Code  401(a).  The Plan includes  a  cash  or
     deferred arrangement that is intended to qualify under  Code
      401(k).

1.3  Plan Document.  The Plan document consists of this document,
     the  various  appendices  to  this  document,  the  List  of
     Participating   Employers  for  the  Plan,   the   List   of
     Predecessor  Employers for the Plan, the List of Predecessor
     Plan  Subaccounts  for  the Plan and any  document  that  is
     expressly incorporated by reference into the Plan.

1.4  Effective  Date  of Document.  The Plan (as stated  in  this
     document) is effective January 1, 2000.


                           ARTICLE II

                  DEFINITIONS AND CONSTRUCTION


2.1  Definitions.

2.1.1      "Account" means the bookkeeping account maintained  to
     reflect the Participant's interest in the Trust Fund.

2.1.2     "Active Participant" means an Eligible Employee who has
     become and remains an Active Participant under Article III.

2.1.3      "Affiliate" means any corporation that is a member  of
     the  same controlled group as the Company as defined in Code
      414(b), any business entity that is under common control with
     the Company as defined in Code  414(c), any business entity that
     is a member of an affiliated service group with the Company as
     defined in Code  414(m), or any other business entity that is
     required to be aggregated and treated as one employer with the
     Company under Code  414(o).  For purposes of applying the limits
     of  Code   415, Code  414(b) and 414(c) will be  applied  as
     modified by Code  415(h).
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2.1.4      "Annual  Addition" means any of the following  amounts
     credited to the Participant as of any date within the limitation
     year:

     (a)  Employee after-tax contributions credited under any defined
          contribution plan maintained by the Company or an Affiliate (but
          not rollover contributions);

     (b)  Employer  contributions  credited  under  any   defined
          contribution plan or simplified employee pension plan maintained
          by the Company or an Affiliate, including 401(k) Contributions
          credited under this Plan (including excess contributions
          distributed under Sec. 6.2, but not including excess deferrals
          distributed under Sec. 6.1), and including Matching and Non-
          Matching Contributions credited under the ESOP (including excess
          contributions distributed thereunder to satisfy the aggregate
          contribution percentage test of Code  401(m));

     (c)  Forfeitures credited under any defined contribution plan
          maintained by the Company or an Affiliate;

     (d)  Amounts credited to any individual medical benefit account
          (as described in Code  415(l)(2)) under any defined benefit plan
          maintained by the Company or an Affiliate, provided that, such
          amounts will be disregarded in applying the twenty-five percent
          (25%) of compensation limit under Code  415(c)(1)(B); and

     (e)  Amounts credited to any separate account for retiree medical
          benefits (as described in Code  419A(d)(2)) on behalf of any Key
          Employee under any welfare benefit fund maintained by the Company
          or an Affiliate.

2.1.5      "Beneficiary" means a person or persons designated  as
     such pursuant to Sec. 12.3.

2.1.6      "Code"  means the Internal Revenue Code  of  1986,  as
     amended.

2.1.7     "Company" means Archer Daniels Midland Company.

2.1.8     "Company Stock" means common stock of the Company.

2.1.9     "Eligible Employee" means the following:

     (a)  General Rule.  An Eligible Employee is an Employee  who
          satisfies the following criteria:

          (1)  The Employee is paid on a regular stated salary basis, a
               drawing account plus commission basis or wholly on a commission
               basis, or is employed in an office clerical position.

          (2)  The Employee is employed with a Participating Employer
               (while it is a Participating Employer).

          (3)  The Employee is not excluded under any one of the following
               categories:
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               (A)  Any individual who is compensated on a stated salary basis
                    but who is nevertheless classified as an hourly employee by
 the
                    Company, and who is eligible to participate in the ADM
 401(k)
                    Plan for Hourly Employees (for example, non-supervisory
 employees
                    of ARTCO).

               (B)  Any individual who is classified as a probationary or
                    temporary employee by the Company.

               (C)  Any individual who is classified as an independent
                    contractor, or as having any status other than a common-law
                    employee, by the Company (regardless of whether such
 individual
                    is subsequently determined to be a common-law employee or an
                    employee for any other purpose).

               (D)  Any individual who is a citizen or resident of a foreign
                    country unless the Company expressly extends eligibility to
 such
                    individual, such individual does not receive
 contributions under
                    any funded plan of deferred compensation in a foreign
 country,
                    and such individual is on the payroll system of the Company
 or an
                    Affiliate in the United States.

               (E)  Any individual who is a Leased Employee with respect to the
                    Company or an Affiliate.

               (F)  Any individual who is classified as a "Sales Associate" or
                    "Sales Representative" working with Moorman Manufacturing
 Company
                    (or any subsidiary thereof), other than a Sales
 Representative
                    who is classified as "Bronze", "Silver" or "Gold".

     (b)  Collective Bargaining Employees.  An Employee is not an
          Eligible Employee during any period he/she is a member of a unit
          of Employees covered by a collective bargaining agreement unless
          the agreement expressly provides that he/she is eligible to
          participate in this Plan.  For this purpose, a collective
          bargaining agreement will be deemed to continue in effect after
          it expires during the pendency of collective bargaining
          negotiations until the parties have negotiated to "impasse" as
          determined by the Company, and an Employee thereafter will be an
          Eligible Employee if and only if participation is part of the
          impasse proposal of the Company or the Employee was an Eligible
          Employee before the collective bargaining agreement expired and
          the Company elects to continue such status.

     (c)  Authorized Leaves of Absence.  An Employee will continue as
          an Eligible Employee during any authorized and paid leave of
          absence if he/she was an Eligible Employee prior to the start of
          such leave until Termination of Employment or the happening of
          any event that would have caused the Employee to cease to be an
          Eligible Employee if he/she had not been on a leave of absence
          (e.g., if his/her employer ceases to be a Participating
          Employer).
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2.1.10    "Employee" means any common-law employee of the Company
     or  an  Affiliate (while it is an Affiliate) and any  Leased
     Employee with respect to the Company or an Affiliate; provided
     that,  a  Leased Employee will not be an Employee if  Leased
     Employees do not constitute more than twenty percent (20%) of the
     combined workforce of the Company and Affiliates and the Leased
     Employee is covered by a plan of the leasing organization that is
     described in Code  414(n)(5).

     An  individual  who  is  employed  by  an  eligible  foreign
     affiliate  and  who is a citizen or resident of  the  United
     States will be treated as an Employee of the Company for the
     period  of  his/her  employment with  the  eligible  foreign
     affiliate   provided  the  individual   does   not   receive
     contributions under any funded plan of deferred compensation
     with  respect  to  remuneration received from  the  eligible
     foreign affiliate.  An "eligible foreign affiliate"  is  any
     foreign  entity  that satisfies the following  requirements:
     (i) ten percent (10%) or more of the voting stock or profits
     interest of the foreign entity is owned by the Company or  a
     domestic Affiliate of the Company, and (ii) the Company  has
     entered  into an agreement under Code  3121(l) that  applies
     to  individuals  employed by that  foreign  entity  who  are
     citizens or residents of the United States.

2.1.11     "ERISA" means the Employee Retirement Income  Security
     Act of 1974, as amended.

2.1.12    "ESOP" means, as applicable to the Participant, the ADM
     Employee Stock Ownership Plan for Salaried Employees or the ADM
     Employee Stock Ownership Plan for Hourly Employees.

2.1.13      "401(k)  Contribution"  means  a  contribution   made
     pursuant to Sec. 4.1.

2.1.14    "Highly Compensated Employee" means an Employee who was
     a five-percent owner (as defined in Code  414(q)(2)) at any time
     during the current Plan Year or the look-back period, or  an
     Employee who received compensation in excess of the amount in
     effect under Code  414(q)(1)(A) for the look-back period, with
     "compensation" for this purpose meaning compensation as defined
     in Sec. 6.3.2.

     The  "look-back period" for this purpose is the twelve-month
     period immediately preceding the current Plan Year.

2.1.15     "Leased Employee" means an individual defined as  such
     under  Code  414(n); generally, any individual who is not  a
     common-law employee of the Company or an Affiliate, but  who
     performs services for the Company or Affiliate (while it is an
     Affiliate)  pursuant to an agreement with any other  person,
     provided such individual has performed such services for the
     Company or Affiliate on a substantially full-time basis for a
     period of at least one year and such services are performed under
     the primary direction and control of the Company or Affiliate.

2.1.16    "Normal Retirement Age" means age 65.

2.1.17    "Participant" means any of the following:

     (a)  An Active Participant;

     (b)  An Employee or former Employee who is no longer an Active
          Participant but who still has an Account under the Plan; or
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     (c)  An Employee or former Employee who has a Rollover Subaccount
          but who has not yet become an Active Participant.

2.1.18     "Participating  Employer" means the  Company  and  any
     Affiliate that is included on the List of Participating Employers
     maintained for the Plan during the effective period specified on
     such list (provided that, an employer will automatically cease to
     be a Participating Employer as of the date it ceases to be an
     Affiliate).

2.1.19      "Plan"   means  the  ADM  401(k)  Plan  for  Salaried
     Employees, as amended.

2.1.20    "Plan Year" means the calendar year.

2.1.21     "Predecessor Employer" means any business entity  from
     whose employment a group of Employees has been transferred to
     employment with the Company or an Affiliate, or any member of a
     controlled group of corporations of which an Affiliate used to be
     a member prior to becoming a member of the controlled group of
     the Company.

2.1.22    "Spouse" means a person of the opposite sex to whom the
     Participant is legally married (including a common-law spouse in
     any state that recognizes common-law marriage).

2.1.23      "Termination   of   Employment"  means   resignation,
     discharge, retirement, death or the happening of any other event
     or  circumstance  that  results  in  the  severance  of  the
     employer-employee  relationship with  the  Company  and  all
     Affiliates;  provided that, solely to  determine  whether  a
     Participant is entitled to a distribution from the  Plan,  a
     Termination of Employment will not be deemed to have occurred
     unless there has been a separation from service which the Company
     determines    satisfies    the    requirements    of    Code
      401(k)(2)(B)(i)(I).

2.1.24     "Trust  Fund" means the trust fund or  funds  (or  any
     group annuity contract with an insurance company) that serves as
     a funding vehicle for the Plan.

2.1.25     "Trustee"  means  a  trustee  (or  insurance  company)
     appointed and acting as such with respect to all or any portion
     of the Trust Fund.

2.1.26    "Valuation Date" means each day on which trading occurs
     on the New York Stock Exchange.

2.2  Choice of Law.  The Plan will be governed by the laws of the
     State  of  Illinois  to the extent that such  laws  are  not
     preempted   by   the  laws  of  the  United   States.    All
     controversies,  disputes, and claims arising hereunder  must
     be  submitted  to the United States District Court  for  the
     Central  District of Illinois, except as otherwise  provided
     in  any  trust agreement or group annuity contract governing
     all or a portion of the Trust Fund.

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                           ARTICLE III

                          PARTICIPATION

3.1  Start of Participation.

3.1.1      Participants in the ESOP Prior to August 1, 2000.   An
     Eligible  Employee  who  was  eligible  to  make  Before-Tax
     Contributions under the ESOP immediately prior to August  1,
     2000, will become an Active Participant on August 1, 2000.

3.1.2      New Participants After August 1,2000.  An Employee who
     does  not  become an Active Participant on August  1,  2000,
     will become an Active Participant on the following date:

     (a)  The first day of the calendar month that next follows the
          date on which he/she completes six (6) months of continuous
          employment with any Controlled Group Member (while it is a
          Controlled Group Member), provided he/she is then an Eligible
          Employee; or

     (b)  Thereafter, on the first day of the first calendar month on
          which he/she is an Eligible Employee.

     For  this purpose, if an Employee terminates employment  and
     is  later rehired, his/her employment after rehire  will  be
     deemed to be continuous with his/her employment prior to the
     earlier  termination of employment if the period of  absence
     does not exceed one year.

3.1.3      Former Participants.  A former Active Participant will
     again  become an Active Participant on the first day of  the
     calendar   month  after  he/she  again  becomes  a  Eligible
     Employee.

3.1.4      Credit  for  Service with a Predecessor Employer.   An
     Employee  will receive credit for service with a Predecessor
     Employer for purposes of determining his/her eligibility  to
     participate in the Plan (and such service will be treated as
     service  with  a Controlled Group Member) as required  under
     Code   414(a)  or as provided under the List of  Predecessor
     Employers maintained for the Plan.

3.2. End  of  Participation.  An Active Participant will continue
     as  such for so long as he/she remains an Eligible Employee,
     and  a  Participant  will  continue  as  such  until  he/she
     receives full payment of the balance of his/her Account.


                           ARTICLE IV

                     EMPLOYEE CONTRIBUTIONS

4.1  401(k) Contributions.

4.1.1      401(k)  Contributions.  401(k) Contributions  will  be
     made for each payroll period ending after August 1, 2000, on
     behalf of each Active Participant who elects to have his/her
     current  compensation reduced in order to receive  a  401(k)
     Contribution  for such payroll period.  The  amount  of  the
     401(k)  Contribution will equal the amount of the  reduction
     in current compensation.
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     An  Active  Participant may elect to reduce his/her  current
     compensation for a payroll period by any whole percent,  but
     not  less than one percent (1%) or more than fifteen percent
     (15%).  An election (or the modification or revocation of an
     election)  may  be  made with such frequency  as  is  deemed
     appropriate by the Company, and must be made in such  manner
     and  in accordance with such rules as may be prescribed  for
     this  purpose by the Company (including by means of a  voice
     response  or  other  electronic system  under  circumstances
     authorized by the Company).  An election (or modification or
     revocation  of  an election) will be effective  as  soon  as
     administratively practicable after the election is made, but
     in  no  event will it be effective retroactive to a  payroll
     date  before the election is made.  Any election  in  effect
     with  respect to Before-Tax Contributions under the ESOP  as
     of  August  1, 2000, will continue to apply under this  Plan
     after   such   date  until  modified  or  revoked   by   the
     Participant.

     An  election will apply against "current compensation" which
     will  consist  of  such  payroll  items  as  may  be  deemed
     appropriate  by the Company, and will be determined  without
     regard to the compensation limit under Code  401(a)(17).

4.1.2      Limits.  401(k) Contributions will be subject  to  the
     applicable  limits set forth in Article VI, and the  Company
     may   restrict  the  401(k)  Contributions  of  the   Highly
     Compensated  Employees during the Plan Year if and  in  such
     manner as it deems appropriate in order to comply with  such
     limits for the Plan Year.

4.2  After-Tax  Contributions.   An  Active  Participant  is  not
     required or permitted to make after-tax contributions  under
     the Plan.

4.3  Rollover  Contributions.  The Company in its sole discretion
     may  allow  an  Eligible Employee who receives an  "eligible
     rollover distribution" (as defined in Code  402(c)(4))  from
     another qualified plan to rollover such distribution to this
     Plan.   An  Eligible Employee who makes a rollover will  not
     become  an  Active Participant merely as  a  result  of  the
     rollover  (and  thus  will not be eligible  to  make  401(k)
     Contributions) until he/she has become an Active Participant
     in accordance with the terms of the Plan.

     A  rollover  election must be made in  such  manner  and  in
     accordance  with  such rules as may be prescribed  for  this
     purpose by the Company.

4.4  Transfers  from ESOP.  An Active Participant  may  elect  to
     transfer amounts credited to his/her Account under the  ESOP
     to this Plan under the circumstances described in the ESOP.

4.5  Form of Contribution.  401(k) Contributions attributable  to
     a  given  payroll period will be paid to the Trust  Fund  as
     soon as administratively practicable after the close of such
     payroll  period,  but not later then the  15th  day  of  the
     calendar month following the close of such payroll period.

     401(k) Contributions will generally be paid in cash, but may
     be paid in shares of Company Stock at the sole discretion of
     the  Company.   If  paid in shares of  Company  Stock,  such
     shares  will be valued at the closing price of  a  share  of
     Company  Stock  on  the  New York  Stock  Exchange  for  the
     business  day  immediately preceding  the  day  the  Company
     directs its transfer agent to issue such shares to the Trust
     Fund  (as  reported the next following business day  in  The
     Wall Street Journal).
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                            ARTICLE V

                     EMPLOYER CONTRIBUTIONS

     The  Plan  is designed to operate in coordination  with  the
     ESOP.   Accordingly, no employer contributions will be  made
     under this Plan but will be made under the ESOP.


                           ARTICLE VI

                       CONTRIBUTION LIMITS

6.1  Code  Section  402(g)  Limit on 401(k)  Contributions.   The
     401(k) Contributions made on behalf of a Participant  for  a
     Plan  Year will not exceed the limit in effect for such Plan
     Year  under  Code   402(g).   If  401(k)  Contributions,  in
     combination with all other elective deferrals (as defined in
     Code   402(g)(3))  of  the Participant for  the  Plan  Year,
     exceed such limit, then the Participant may attribute all or
     any portion of the excess to this Plan and request that such
     portion be distributed from this Plan.  The portion  of  the
     excess attributed to this Plan will first be reduced by  the
     amount  of any reduction in 401(k) Contributions made  under
     Sec.  6.2.1.  The remaining excess, adjusted for  investment
     gain   or   loss,   will   be   distributed   as   soon   as
     administratively   practicable   after   a    request    for
     distribution is filed by the Participant (but not later than
     the  April  15 following the close of the Plan  Year).   Any
     such  request  for  distribution must be filed  by  March  1
     following the close of the Plan Year in such manner  and  in
     accordance  with such rules as will be prescribed  for  this
     purpose by the Company.

     The investment gain or loss allocable to an excess hereunder
     will  be  determined in the same manner generally  used  for
     allocating  investment gain or loss to  Accounts,  and  will
     include only investment gain or loss for the Plan Year  (and
     not investment gain or loss for the period from the close of
     the  Plan  Year  to  the  date of  the  distribution).   For
     purposes   of   determining   investment   gain   or   loss,
     distributions  will  be deemed to consist  of  contributions
     made  in  reverse  order  of  time  ("last-in,  first-out"),
     starting with the last contributions made for the Plan Year.

6.2  Code Section 401(k) Nondiscrimination Test.

6.2.1      Code  Section 401(k) Test.  The Plan will satisfy  the
     "average  deferral percentage test" of Code  401(k)(3)  each
     Plan  Year.  If such test is not satisfied for a Plan  Year,
     then  the  401(k)  Contributions made on  behalf  of  Highly
     Compensated Employees for such Plan Year will be reduced  to
     the  extent necessary to satisfy such test, with the  amount
     of  the  reduction to be determined and allocated among  the
     Highly  Compensated  Employees in the manner  prescribed  by
     Code    401(k).   The  excess  allocated  to   each   Highly
     Compensated Employee, adjusted for investment gain or  loss,
     will   be   distributed  to  the  Participant  as  soon   as
     administratively  practicable after the close  of  the  Plan
     Year (but not later than the close of the next Plan Year).
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     The investment gain or loss allocable to an excess hereunder
     will  be  determined in the same manner generally  used  for
     allocating  investment gain or loss to  Accounts,  and  will
     include only investment gain or loss for the Plan Year  (and
     not investment gain or loss for the period from the close of
     the  Plan  Year  to  the  date of  the  distribution).   For
     purposes   of   determining   investment   gain   or   loss,
     distributions  will  be deemed to consist  of  contributions
     made  in  reverse  order  of  time  ("last-in,  first-out"),
     starting with the last contributions made for the Plan Year.

     The  average deferral percentage test will be applied  using
     the current year testing method.

6.2.2     Multiple Use of the Alternative Limitations.  The Plan,
     in  coordination with the ESOP, will satisfy  the  "multiple
     use"  test of Code  401(m)(9) each Plan Year.  If such  test
     is  not  satisfied  for  any  Plan  Year,  then  the  401(k)
     Contributions made on behalf of Highly Compensated Employees
     for  such  Plan Year will be reduced to the extent necessary
     to satisfy such test in accordance with Sec. 6.2.1.

6.2.3     Incorporation of Guidance.  All nondiscrimination tests
     will  be  applied  by reference to current  regulations  and
     subsequent guidance issued by the IRS.

6.3  Maximum Annual Additions.

6.3.1      Defined Contribution Plan Limit.  The Annual Additions
     with respect to a Participant for a limitation year will not
     exceed the lesser of:

     (a)  The dollar amount in effect for such limitation year under
          Code  415(c)(1)(A)), or

     (b)  Twenty-five percent (25%) of the Participant's compensation
          for the limitation year.

     If  a  Participant has Annual Additions under more than  one
     defined  contribution plan maintained by the Company  or  an
     Affiliate,  the Annual Additions under all such  plans  will
     not   exceed  the  above-specified  limit.   To  the  extent
     necessary to comply with this limit a refund will  first  be
     made of the 401(k) Contributions or other elective deferrals
     (as  defined  in  Code  402(g)(3)) made by the  Participant,
     adjusted  for investment gains (if such type of contribution
     has  been  made under more than one plan, then  the  refunds
     will  be  made  prorata from such plans).  For  purposes  of
     determining  investment  gain, refunds  will  be  deemed  to
     consist  of  contributions made in  reverse  order  of  time
     ("last-in, first-out"), starting with the last contributions
     made for the limitation year.

     The "limitation year" for this purpose is the Plan Year.

6.3.2      Compensation.  For purposes of applying the limits  of
     Code   415, "compensation" means compensation as defined  in
     Code   415(c)(3),  and  includes those  items  specified  in
     Treas. Reg.  1.415-2(d)(2) and does not include those  items
     specified  in  Treas.  Reg.  1.415-2(d)(3).   "Compensation"
     also   includes  401(k)  Contributions  and  other  elective
     deferrals  (as defined in Code  402(g)(3)), and any  amounts
     that  are  contributed or deferred at the  election  of  the
     Participant and that are not includible in gross  income  by
     reason of Code  125.
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6.4  Deduction  Limit.  The contributions made for any Plan  Year
     will  not exceed the maximum amount allowable as a deduction
     in  computing  the  taxable income for  federal  income  tax
     purposes  of the Company and its Affiliates for the  taxable
     year  of the Company that ends with or within the Plan Year,
     and  each  contribution is expressly  conditioned  upon  its
     being deductible under Code  404.


                           ARTICLE VII

                            ACCOUNTS

7.1  Accounts.

7.1.1      Types of Subaccounts.  The following Subaccounts  will
     be  maintained under the Plan as part of the Account of each
     Participant:

          (a)    A   "401(k)   Subaccount"  to  reflect   amounts
          attributable  to 401(k) Contributions made  under  this
          Plan,   and   to  amounts  attributable   to   balances
          transferred  at  the election of the  Participant  from
          his/her  Before-Tax Subaccount under the ESOP  to  this
          Plan.

     (b)  A   "Match  Transfer  Subaccount"  to  reflect  amounts
          attributable to balances transferred at the election of
          the  Participant from his/her Matching Subaccount under
          the ESOP to this Plan.

     (c)  A  "Non-Match  Transfer Subaccount" to reflect  amounts
          attributable to balances transferred at the election of
          the  Participant  from his/her Non-Matching  Subaccount
          under the ESOP to this Plan.

     (d)  A  "Tax  Credit Transfer Subaccount" to reflect amounts
          attributable to balances transferred at the election of
          the  Participant  from  his/her  Tax-Credit  Subaccount
          under the ESOP to this Plan.

     (e)  An  "After-Tax Transfer Subaccount" to reflect  amounts
          attributable to balances transferred at the election of
          the Participant from his/her After-Tax Subaccount under
          the ESOP to this Plan.

       (f)    A   "Rollover   Subaccount"  to   reflect   amounts
       attributable to Rollover Contributions.

          (g)  A "Predecessor Plan Subaccount" to reflect amounts
          attributable   to   any  transfer   received   from   a
          Predecessor  Plan  (and more than one Predecessor  Plan
          Subaccount  may be maintained with respect to  a  given
          merger or transfer as deemed appropriate by the Company
          to Account for different contribution sources).

     Additional  Subaccounts may also be maintained if considered
     appropriate in the administration of the Plan.

7.1.2      Balance  of Accounts.  A Subaccount will have  a  cash
     balance  expressed in United States Dollars,  plus  a  stock
     balance  expressed in shares of Company Stock to the  extent
     the Subaccount is invested in Company Stock.
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Page 14
7.1.3       Accounts   for   Bookkeeping  Only.    Accounts   and
     Subaccounts  are  for  bookkeeping  purposes  only  and  the
     maintenance of Accounts and Subaccounts will not require any
     segregation of assets of the Trust Fund.

7.2  Valuation of Accounts.

7.2.1      Daily Adjustments.  Subaccounts will be adjusted as of
     each Valuation Date as follows:

     (a)  Contributions.  Contributions made with  respect  to  a
          Participant  will  be  added  to  the  balance  of  the
          appropriate  Subaccount  as  soon  as  administratively
          practicable after such contributions are paid into  the
          Trust Fund; provided that, for purposes of applying the
          nondiscrimination  tests  under  Code   401(a)(4)   and
          401(k),   for  purposes  of  determining  the   maximum
          allocations   under   Code   415,   for   purposes   of
          calculating the deductions under Code  404 and for  any
          other   qualification  provision   of   the   Code,   a
          contribution  will be treated as having been  made  for
          the  Plan Year designated by the Company provided  that
          the  contribution is paid into the Trust Fund  by  such
          deadline  as  may  be  prescribed  for  the  applicable
          provision of the Code.

     (b)  Gain or Loss on Investment Funds.  The gain or loss  on
          the  mutual funds or other investment options in  which
          Subaccounts  are  invested will be  reflected  in  such
          Subaccounts as provided in Sec. 8.1.2.

     (c)  Loan Interest Payments.  The interest payments received
          on  a  loan made to a Participant will be added to  the
          balance  of  the  appropriate  Subaccount  as  soon  as
          administratively   practicable  after   such   interest
          payments  are  paid  into  the  Trust  Fund.   Interest
          accrued  but  unpaid  on a loan  on  the  date  of  any
          distribution from a Subaccount against which  the  loan
          is  to  be offset will be added to the balance  of  the
          Subaccount prior to such offset (or as of such  earlier
          date as may be specified in the loan procedures for the
          participant loan program).

     (d)  Cash  Dividends.  The cash dividends paid on shares  of
          Company  Stock held by the Trust Fund as of the  record
          date  of  such  dividend will be  allocated  among  the
          Subaccounts   and   the  portion  allocated   to   each
          Subaccount  will be added to balance of the  Subaccount
          as  soon  as  administratively practicable  after  such
          dividends are paid into the Trust Fund.  The portion of
          such  cash  dividends  allocated  to  each  Participant
          Subaccount will be determined by multiplying the  total
          cash dividends by a fraction, the numerator of which is
          the  number of shares of Company Stock credited to  the
          Subaccount as of the date the dividends are  paid  into
          the  Trust  Fund (or as of such other date  as  may  be
          established  by  the  Company) and the  denominator  of
          which  is  the total number of shares of Company  Stock
          held in all Participant Subaccounts as of the date  the
          dividends are paid into the Trust Fund (or as  of  such
          other date as may be established by the Company).

     (e)  Stock  Dividends and Splits.  The stock dividends  paid
          on  shares  of Company Stock credited to any Subaccount
          of  a  Participant  as  of  the  record  date  of  such
          dividend, and stock splits or reverse stock splits with
          respect  to  shares of Company Stock  credited  to  any
          Subaccount  of a Participant as of the record  date  of
          such  split,  will  be  added to  the  balance  of  the
          Subaccount  as  soon  as  administratively  practicable
          after  the additional shares resulting from such  stock
          dividend, stock split or reverse stock split  are  paid
          into the Trust Fund.
     14
     Page 15
     (f)  Withdrawals  and  Distributions.  The  withdrawals  and
          distributions made from a Subaccount will be subtracted
          from  the balance of the Subaccount as of the date  the
          withdrawal or distribution is made from the Trust Fund.

     Any  items of income, gain or loss, or expense not  provided
     for  under  the  above provisions and  not  applied  to  pay
     expenses of the Plan will be allocated among the Subaccounts
     in  accordance with rules prescribed for this purpose by the
     Company  and the portion allocated to each will be added  to
     or subtracted from the Subaccount as of the date established
     by the Company.

7.2.2      Processing Transactions Involving Accounts.   Accounts
     shall  be  adjusted to reflect contributions,  distributions
     and  other transactions as provided in Sec. 7.2.1.  However,
     all  information  necessary  to  properly  reflect  a  given
     transaction  in  the  Subaccounts  may  not  be  immediately
     available,  in which case the transaction will be  reflected
     in  the  Subaccounts when such information is  received  and
     processed.  Further, subject to express limits that  may  be
     imposed  under the Code, the Company reserves the  right  to
     delay  the  processing of any contribution, distribution  or
     other   transaction  for  any  legitimate  business   reason
     (including,  but  not  limited to,  failure  of  systems  or
     computer  programs, failure of the means of the transmission
     of data, force majeure, the failure of a service provider to
     timely receive net asset values or prices, or to correct for
     its  errors or omissions or the errors or omissions  of  any
     service   provider).   With  respect  to  any  contribution,
     distribution  or other transaction, the processing  date  of
     the  transaction will be considered the applicable Valuation
     Date  for  that  transaction and will  be  binding  for  all
     purposes of the Plan.

7.3  Statements.  The Company may cause benefit statements to  be
     issued from time to time advising Participants of the status
     of  their Accounts, but it is not required to issue  benefit
     statements and the issuance of such benefit statements  (and
     any errors that may be reflected on benefit statements) will
     not  in  any  way alter or affect the rights of Participants
     with respect to the Trust Fund.

7.4  Voting Rights on Company Stock.

7.4.1       Voting  of  Allocated  Shares.   A  Participant   (or
     Beneficiary  of  a  deceased Participant) may  instruct  the
     Trustee  as to how to vote shares of Company Stock  credited
     to  his/her Account on any matter submitted for  a  vote  to
     shareholders  of  the Company.  The number  of  shares  with
     respect   to   which  a  Participant  may   provide   voting
     instructions  will equal the number of full  and  fractional
     shares credited to his/her Account as of the record date for
     determining  the  shareholders  entitled  to  vote  at   the
     shareholder  meeting.   The Company  will  cause  the  proxy
     materials  that  are  sent to shareholders  to  be  sent  to
     Participants prior to the shareholders meeting at which  the
     vote is to be cast.  The Company or Trustee will establish a
     deadline  by  which  instructions  must  be  received   from
     Participants;  the  Trustee will tabulate  the  instructions
     received  by  that deadline, will determine  the  number  of
     votes  for  and  against each proposal, and  will  vote  the
     allocated shares in accordance with the directions received.

7.4.2       Voting   of  Unallocated  Shares/Shares   for   Which
     Directions  Not Received.  The Trustee will vote all  shares
     of Company Stock credited to Accounts for which instructions
     from  the  Participants  (or Beneficiaries)  have  not  been
     received  by the established deadline in the same proportion
     as the vote cast pursuant to Sec. 7.4.1.
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Page 16
7.4.3      Named Fiduciary.  A Participant (or Beneficiary)  will
     be  a  "named fiduciary" to the extent of the voting control
     granted under this Section.

7.5  Tender or Exchange Offers Regarding Company Stock.

7.5.1       Tender  of  Allocated  Shares.   A  Participant   (or
     Beneficiary  of  a  deceased Participant) may  instruct  the
     Trustee as to whether or not to tender or exchange shares of
     Company  Stock credited to his/her Account in any tender  or
     exchange  offer for shares of Company Stock.  The number  of
     shares  with  respect  to  which a Participant  may  provide
     instructions  will equal the number of full  and  fractional
     shares  credited to his/her Account as of a date established
     by the Company that precedes the date on which a response is
     required  to  the  offer  (with appropriate  adjustments  to
     reflect   subsequent  transactions  with  respect   to   the
     Account).  The Company will use reasonable efforts to  cause
     each  Participant to be sent a notice of the  terms  of  any
     tender  or exchange offer, and to be provided with forms  by
     which  the  Participant may instruct the Trustee  to  tender
     shares of Company Stock credited to his/her Account, to  the
     extent permitted under the terms of such offer.  The Company
     or  Trustee  will establish a deadline by which instructions
     must   be  received  from  Participants;  the  Trustee  will
     tabulate  the  instructions received by that deadline,  will
     determine  the  number of shares to tender and  retain,  and
     will  tender  or retain the allocated shares  in  accordance
     with the directions received.

     A Participant (or Beneficiary ) may not instruct the Trustee
     to  tender or exchange some but less than all of the  shares
     of  Company  Stock  credited  to  his/her  Account,  and  an
     instruction  to  tender or exchange less than  all  will  be
     deemed  to be an instruction not  to tender or exchange  any
     shares of Company Stock credited to his/her Account.

7.5.2      Tender  of  Unallocated  Shares/Shares  for  Which  No
     Directions  Received.  The Trustee will tender or  exchange,
     or  retain,  shares of Company Stock credited to Participant
     Accounts  for  which instructions from the  Participant  (or
     Beneficiary)  have  not  been received  by  the  established
     deadline,  in  the same proportion as the decision  made  in
     Sec. 7.5.1.

7.5.3      Named Fiduciary.  A Participant (or Beneficiary)  will
     be  a  "named  fiduciary" to the extent  of  the  investment
     control granted under this Section.
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                          ARTICLE VIII

                     INVESTMENT OF ACCOUNTS

8.1  Investment Options.

8.1.1      Investment  Options.  The Company will  determine  the
     investment options that will be made available under the Plan,
     which may include mutual funds, common or commingled investment
     funds,  a  group annuity, deposit administration or separate
     account contract issued by an insurance company, Company Stock
     (maintained  using share accounting or as part of  a  pooled
     investment fund using unit accounting) or any other investment
     option deemed appropriate by the Company.  The Company may at any
     time and from time to time add to or remove from the investment
     options; provided that, at least three (3) investment options
     will be available at all times under the Plan.

     A  Participant (or Beneficiary following the  death  of  the
     Participant)  will  be allowed to direct the  investment  of
     his/her  Subaccounts among the investment options  available
     under the Plan.

     The Plan is intended to comply with ERISA  404(c).

8.1.2     Investment Gains or Losses.  Investment gains or losses
     of the Trust Fund with respect to an investment option will be
     allocated as follows:

     (a)  In  the  case  of any mutual fund, the  value  of  that
          portion of a Subaccount invested in the mutual fund  as
          of  any  date will equal the value of a share  in  such
          fund multiplied by the number of shares credited to the
          Subaccount.

     (b)  In  the  case of any pooled investment fund,  gains  or
          losses  on the pooled investment fund will be allocated
          among  the  Subaccounts in proportion to the  value  of
          that  portion of each Subaccount invested in such  fund
          immediately  prior to the allocation, and the  gain  or
          loss  allocated to each will be credited to or  charged
          against the Subaccount.  Alternatively, unit values may
          be   established  for  a  pooled  investment  fund   in
          accordance  with investment rules prescribed  for  this
          purpose  by the Company, and the value of that  portion
          of  a  Subaccount invested in a pooled investment  fund
          will  equal the value of a unit in such fund multiplied
          by the number of units credited to the Subaccount.

     (c)  In the case of any investment that is held specifically
          for  a  Subaccount, any gain or loss on such investment
          will be credited to or charged against the Subaccount.

     Any  investment gain or loss of the Trust Fund that  is  not
     directly  attributable to the investment of the  Account  of
     any  Participant (including, for example, any "float" earned
     on the disbursement account established for the Plan and not
     treated as part of the compensation of the Trustee or paying
     agent  for the Plan, and any 12b-1 or similar fees  paid  to
     the Plan) will be applied to pay administrative expenses  of
     the Plan, with any excess remaining at the close of the Plan
     Year  being allocated among the Accounts in accordance  with
     rules established for this purpose by the Company.
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Page 18
8.1.3.    Investment Direction Procedures.  Investment directions
     may be given with such frequency as is deemed appropriate by
     the  Company, and must be made in such percentage or  dollar
     increments, in such manner and in accordance with such rules
     as  may  be  prescribed  for this  purpose  by  the  Company
     (including  by means of a voice response or other electronic
     system  under  circumstances so authorized by the  Company).
     All  investment directions will be complete as to the  terms
     of  the  investment transaction and will  remain  in  effect
     until   a   new  investment  direction  is  filed   by   the
     Participant.

8.1.4       Processing   Investment   Transactions.    Investment
     directions  will  be  processed as soon as  administratively
     practicable after proper investment directions are  received
     from  the  Participant.  Neither the Plan  nor  the  Company
     provides  a  guarantee that investment  directions  will  be
     processed on a daily basis, or provides a guarantee  in  any
     respect   as   to  the  processing  time  of  an  investment
     direction.  Notwithstanding the general provisions  of  Sec.
     7.2.1,  the  Company  reserves the right  to  not  value  an
     investment  option  or a Subaccount on any  given  Valuation
     Date for any reason deemed appropriate by the Company.   The
     Company  further reserves the right to delay the  processing
     of  any  investment transaction for any legitimate  business
     reason (including, but not limited to, failure of systems or
     computer  programs, failure of the means of the transmission
     of data, force majeure, the failure of a service provider to
     timely  receive values or prices, to correct for its  errors
     or  omissions  or  the errors or omissions  of  any  service
     provider).  With respect to any investment transaction,  the
     processing  date of the transaction will be  considered  the
     applicable Valuation Date for that transaction and  will  be
     binding for all purposes of the Plan.

8.2  Participant  Loan  Program.  The  Company  may  establish  a
     participant   loan   program  in   accordance   with   ERISA
       408(b)(1),  the  terms and conditions  of  which  will  be
     determined  by  the Company and set forth  in  written  loan
     procedures  that will be deemed to form part  of  the  Plan.
     The  rules and regulations will apply on a uniform basis  to
     all  Participants, and will not allow for an offset  against
     the  balance of an Account upon default of a loan  prior  to
     the   date  distributions  are  permitted  under  the   Code
     (regardless  of  whether  a prior taxable  event  occurs  in
     connection with the loan under Code  72(p)).


                           ARTICLE IX

                             VESTING

     A  Participant  will have a fully vested and  nonforfeitable
     interest at all times in his/her Account under this Plan.


                            ARTICLE X

                   WITHDRAWALS WHILE EMPLOYED

10.1 Withdrawals for Hardship.
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Page 19
10.1.1     Withdrawal.  A Participant may make a withdrawal  from
     any  Subaccount specified in 10.1.2 prior to the date he/she
     attains  age fifty-nine and one-half (59 and one half) if the withdrawal
     is  on account of an immediate and heavy financial need  and
     the  withdrawal  is needed to alleviate the financial  need.
     However, a withdrawal will not be allowed of an amount  less
     than  one  thousand dollars ($1,000) (or  the  total  amount
     available  for withdrawal if less than such amount).   Also,
     no more than one withdrawal will be allowed in any Plan Year
     from  this  Plan pursuant to this Section or from  the  ESOP
     pursuant  to Sec. 10.1 of the ESOP (any withdrawal  made  at
     the  same  time  from  both plans will  be  treated  as  one
     withdrawal).

10.1.2     Available  Subaccounts/Ordering.  A  withdrawal  under
     this Section will be made from the following Subaccounts and
     in the following order:

     (a)  Tax-Credit Transfer Subaccount;

     (b)  Before-Tax Subaccount;

     (c)  After-Tax   Transfer  Subaccount;  provided   that,   a
          Participant  may  elect to receive  a  withdrawal  from
          his/her After-Tax Transfer Subaccount regardless of the
          otherwise applicable ordering rules.

     A  withdrawal will be allowed under this Section only if the
     Participant has first received any available withdrawal from
     his/her Rollover Subaccount.

     Notwithstanding  any contrary provision, a  withdrawal  from
     the  401(k) Subaccount may not exceed an amount equal to the
     401(k)  Contributions  credited to such  Subaccount.   If  a
     Participant  has transferred all or any portion  of  his/her
     Before-Tax  Subaccount  from  the  ESOP  to  this  Plan,   a
     withdrawal  from the 401(k) Subaccount may  not  exceed  the
     balance  of the Before-Tax Subaccount under the ESOP  as  of
     December  31,  1988,  plus  the  amount  of  the  Before-Tax
     Contributions credited to such Subaccount after December 31,
     1988,  and prior to August 1, 2000, plus the amount  of  the
     401(k) Contributions credited to the 401(k) Subaccount after
     August  1,  2000, reduced by the amount previously withdrawn
     from  on  account of hardship from the Before-Tax Subaccount
     under the ESOP or the 401(k) Subaccount.

10.1.3     Immediate and Heavy Financial Need.  A withdrawal will
     be  deemed  to  be  on  account of an  immediate  and  heavy
     financial  need  only if the withdrawal is for  one  of  the
     following reasons:

     (a)  Expenses for medical care (as defined in Code   213(d))
          incurred  by  the  Participant,  the  Spouse   of   the
          Participant,  or  any  dependent (as  defined  in  Code
            152)  of  the Participant, or expenses necessary  for
          any of such persons to obtain such medical care.

     (b)  Costs directly related to the purchase of the principal
          residence   of  the  Participant  (excluding   mortgage
          payments).

     (c)  Payment  of tuition, related educational fees and  room
          and board expenses for the next semester or quarter  of
          post-secondary  education for the  Participant  or  the
          Spouse,  child, or dependent (as defined in Code   152)
          of the Participant.
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     Page 20
     (d)  To prevent the eviction of the Participant from his/her
          principal  residence or foreclosure on the mortgage  of
          the principal residence of the Participant.

10.1.4     Needed to Alleviate Need.  A withdrawal will be deemed
     to  be  needed to alleviate an immediate and heavy financial
     need only if:

     (a)  The withdrawal amount does not exceed the amount of the
          immediate  and  heavy financial need (plus  the  amount
          necessary  to  pay any federal, state or  local  income
          taxes  or penalties reasonably expected to result  from
          the withdrawal as determined by the Company).

     (b)  The  Participant has obtained all distributions  (other
          than  hardship distributions) and all nontaxable  loans
          currently available under all plans maintained  by  the
          Company or an Affiliate.

     (c)  The  Participant  agrees that the 401(k)  Contributions
          and  other  elective  deferrals  (as  defined  in  Code
            402(g)(3)) and employee contributions under all other
          qualified   and   nonqualified   plans   of    deferred
          compensation (including stock option, stock purchase or
          similar   plan)  maintained  by  the  Company   or   an
          Affiliate,  will be suspended for at least twelve  (12)
          months  after the receipt of the hardship distribution.
          This  will not prevent the "cash-less" exercise of  any
          stock option.

     (d)  For   the  calendar  year  immediately  following   the
          calendar  year  of the withdrawal, the Participant  may
          not   make  elective  deferrals  (as  defined  in  Code
            402(g)(3)) under all plans maintained by the  Company
          or  any  Affiliate  in excess of the  applicable  limit
          under  Code   402(g) for such next calendar  year  less
          the  amount  of  his/her  elective  deferrals  for  the
          calendar year of the hardship distribution.

10.1.5     Medium of Withdrawal. A withdrawal will be made in the
     following medium at the election of the Participant:

               (a)  Fully in cash; or

               (b)   Fully in whole shares of Company Stock (with
               any fractional share in cash).

10.2 Withdrawals After Age 59 and one half.

10.2.1     Withdrawals.  A Participant may make a withdrawal from
     a  Subaccount  specified in 10.2.2.  for  any  reason  after
     he/she  attains age fifty-nine and one-half (59 and one half).  However,
     a  withdrawal will not be allowed of an amount less than one
     thousand dollars ($1,000) (or the total amount available for
     withdrawal  if less than such amount).  Also, no  more  than
     one  withdrawal will be allowed in any Plan Year  from  this
     Plan  pursuant to this Section or from the ESOP pursuant  to
     Sec.  10.2 of the ESOP (any withdrawal made at the same time
     from both plans will be treated as one withdrawal).

10.2.2     Available  Subaccounts/Ordering.  A  withdrawal  under
     this  Section  will  be  made from the  Subaccounts  in  the
     following order:

     (a)  401(k) Subaccount;

     (b)  Matching Transfer Subaccount;
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     (c)  Non-Matching Transfer Subaccount;

     (d)  Tax Credit Transfer Subaccount; and

     (e)  After-Tax   Transfer  Subaccount;  provided   that,   a
          Participant may elect to receive a distribution from  a
          After-Tax   Transfer  Subaccount  regardless   of   the
          otherwise applicable ordering rules.

     A  withdrawal will be allowed under this Section only if the
     Participant has first received any available withdrawal from
     his/her Rollover Subaccount.

10.2.3    Medium of Withdrawal.  A withdrawal will be made in the
     following medium at the election of the Participant:

               (a)  Fully in cash; or

               (b)   Fully in whole shares of Company Stock (with
               any fractional share in cash).

10.3 Withdrawals  from Rollover Subaccounts.  A  Participant  may
     make  a  withdrawal at any time and for any  reason  from  a
     Rollover  Subaccount.  However, no more than one  withdrawal
     will  be  allowed for any reason in any Plan Year from  this
     Plan pursuant to this Section.

10.4 Withdrawals   from   Predecessor   Plan   Subaccounts.     A
     Participant  may  make a withdrawal from a Predecessor  Plan
     Subaccount  as  provided  on the List  of  Predecessor  Plan
     Accounts for the Plan.

10.5 Withdrawal Procedures.  A withdrawal request must be made in
     such  manner  and in accordance with such rules  as  may  be
     prescribed  for  this purpose by the Company  (including  by
     means  of a voice response or other electronic system  under
     circumstances authorized by the Company).


                           ARTICLE XI

                 DISTRIBUTIONS AFTER TERMINATION

11.1 Benefit on Termination of Employment.  A Participant will be
     eligible to receive a distribution of the balance of his/her
     Account  following  his/her  Termination  of  Employment  in
     accordance with the terms of this Article.

11.2 Time, Form and Medium of Distribution.

11.2.1     Time of Distribution.  A distribution will be made (or
     distributions  will  commence) as soon  as  administratively
     practicable  after  the  Participant  files  a  request  for
     distribution  following his/her Termination  of  Employment,
     but  not later than sixty (60) days after the close  of  the
     Plan Year in which he/she attains Normal Retirement Age  (or
     in  which  his/her  Termination  of  Employment  occurs,  if
     later).
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11.2.2    Form  of Distribution.  A distribution will be made  in
          the following form:

          (a)  Retirements.  If the Termination of Employment  is
          a  normal  retirement or an early retirement under  the
          ADM Retirement Plan, or if the Participant is receiving
          disability payments under any long-term disability plan
          maintained by the Company or an Affiliate, payment will
          be  made  in  either  of  the following  forms  at  the
          election of the Participant:

                     (1)   A single-sum distribution of the  full
               balance  of his/her Account (provided he/she  also
               receives  a  single-sum distribution of  the  full
               balance of his/her Account under the ESOP); or

                     (2)   Two or more partial distributions each
               of  which  (other than the final distribution)  is
               not less than one-thousand dollars ($1,000).

                          No  more  than one partial distribution
               may  be  made in any calendar year from the 401(k)
               Plan and/or ESOP.

          (b)   Vested  Terminations.  In all  other  cases,  the
          distribution  will  be  in the  form  of  a  single-sum
          distribution  of  the full balance of  his/her  Account
          (partial distributions are not permitted).

11.2.3     Medium  of  Distribution.  A distribution (other  than
     from  a  Predecessor  Plan Account)  will  be  made  in  the
     following medium at the election of the Participant:

               (a)  Fully in cash; or

               (b)   Fully in whole shares of Company Stock (with
               any fractional share in cash).

     A  distribution from a Predecessor Plan Subaccount  will  be
     made  in  cash  unless otherwise specified in  the  List  of
     Predecessor Plan Accounts for the Plan.

11.2.4     Default Upon Failure to Request Distribution.  If  the
     Participant  fails  to  file  a  distribution   request,   a
     distribution  will  be  made  as  soon  as  administratively
     practicable after the Participant attains Normal  Retirement
     Age  (or after his/her Termination of Employment occurs,  if
     later)  in  the form of a single-sum distribution  in  whole
     shares  of Company Stock to the extent the Account  is  then
     invested  in  shares of Company Stock (with the  balance  in
     cash).

11.2.5     Ordering.  A partial distribution will be  drawn  from
     the Subaccounts in the following order:

     (a)  Rollover Subaccount; and

     (b)  401(k) Subaccount;

     (c)  Matching Transfer Subaccount;

     (d)  Non-Matching Transfer Subaccount;
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     Page 23
     (e)  Tax Credit Transfer Subaccount;

     (f)  After-Tax   Transfer  Subaccount;  provided   that,   a
          Participant may elect to receive a distribution from  a
          After-Tax   Transfer  Subaccount  regardless   of   the
          otherwise applicable ordering rules.

11.3 Cash-Out   of   Small  Accounts.   Any  contrary   provision
     notwithstanding,  if  the value of a  Participant's  Account
     does  not  exceed $5,000, a single-sum distribution  of  the
     full  balance of the Account will be made to the Participant
     as   soon  as  administratively  practicable  after  his/her
     Termination of Employment.  If the Participant fails to file
     an   election   as  to  the  medium  of  distribution,   the
     distribution will be made in cash.

     If the value of a Participant's Account exceeds $5,000 as of
     the  earliest payment date available to the Participant, but
     subsequently  falls below such amount (for example,  because
     of  distributions or investment losses) the Company may then
     direct  that  the full balance of the Account be distributed
     to the Participant.

11.4 Minimum  Distribution  Rules. Notwithstanding  any  contrary
     provision, distributions will be made as necessary to comply
     with  the  minimum  distribution rules  of  Code   401(a)(9)
     (including  the  incidental  death  benefit  rules  of  Code
       401(a)(9)(G)).  To calculate the minimum distribution  for
     the  first year, the initial life expectancy (or joint  life
     and  last  survivor expectancy) will be determined based  on
     the age of the Participant and his/her Beneficiary as of the
     birthday in the calendar year prior to the calendar year  in
     which  the required beginning date falls using the  expected
     return  multiples in Tables V and VI of Treas. Reg.   1.72-9
     or,  if  applicable,  the appropriate  minimum  distribution
     incidental  benefit table in Prop. Treas. Reg.  1.401(a)(9)-
     2.    To   calculate  the  minimum  distribution  for   each
     succeeding year, the initial life expectancy (or joint  life
     and  last  survivor expectancy) will be reduced by  one  for
     each  succeeding  year (and life expectancies  will  not  be
     redetermined  each  year).  A minimum distribution  will  be
     drawn  from the Subaccounts in the order specified  in  Sec.
     11.2.5.

     The  "required  beginning date" for this purpose  means  the
     April  1  of  the calendar year after the later of  (i)  the
     calendar  year in which he Participant attains age  70 and one half,  or
     (ii)   the  calendar  year  of  Termination  of  Employment.
     However,  clause (ii) will not apply to any Participant  who
     is  more than a five-percent owner (as defined in Code  416)
     with  respect to the Plan Year in which he/she  attains  age
     70 and one half.

11.5 Distribution  Procedures.  A distribution  request  must  be
     made in such manner and in accordance with such rules as may
     be  prescribed for this purpose by the Company (including by
     means  of a voice response or other electronic system  under
     circumstances authorized by the Company).


                           ARTICLE XII

                    DISTRIBUTIONS AFTER DEATH

12.1 Benefit on Death.  The Beneficiary of a Participant will  be
     eligible  to receive a distribution of that portion  of  the
     balance  (or remaining balance) of the Participant's Account
     allocated  to  such Beneficiary following the  Participant's
     death in accordance with the terms of this Article.
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12.2 Time, Form and Medium of Distribution.

12.2.1     Time of Payment.  A distribution will be made as  soon
     as  administratively  practicable after  the  death  of  the
     Participant and the entitlement of the Beneficiary has  been
     determined by the Company.

12.2.2     Form of Distribution.  A distribution will be made  in
     the  form  of a single-sum distribution of the full  balance
     payable to the Beneficiary.

12.2.3     Medium  of  Distribution.  A distribution (other  than
     from  a  Predecessor Plan Subaccount) will be  made  in  the
     following medium, at the election of the Beneficiary:

               (a)  Fully in cash; or

          (b)   Fully in whole shares of Company Stock (with  any
          fractional share paid in cash).

     A  distribution from a Predecessor Plan Subaccount  will  be
     made  in  cash  unless otherwise specified in  the  List  of
     Predecessor Plan Accounts for the Plan.

12.2.4     Default Upon Failure to Request Distribution.  If  the
     Beneficiary  fails to file an election as to the  medium  of
     distribution, a distribution will be made in cash.

12.3 Beneficiary Designation.

12.3.1     General Rule.  A Participant may designate any  person
     (natural  or  otherwise, including a  trust  or  estate)  as
     his/her  Beneficiary  to receive any  balance  remaining  in
     his/her Account when he/she dies, and may change or revoke a
     Beneficiary designation previously made without the  consent
     of any Beneficiary named therein.

12.3.2     Special Requirements for Married Participants.   If  a
     Participant  has a Spouse at the time of death, such  Spouse
     will be his/her Beneficiary unless:

     (a)  The  Spouse has consented in writing to the designation
          of a different Beneficiary;

     (b)  The  Spouse's consent acknowledges the effect  of  such
          designation; and

     (c)  The Spouse's consent is witnessed by a notary public or
          an authorized representative of the Plan.

     Consent of a Spouse will be deemed to have been obtained  if
     it  is  established to the satisfaction of the Company  that
     such consent cannot be obtained because the Spouse cannot be
     located,  or because of such other circumstances as  may  be
     prescribed  by the Secretary of Treasury.  A  consent  by  a
     Spouse  will be effective only with respect to such  Spouse,
     and  cannot be revoked.  A Beneficiary designation that  has
     received  spousal consent cannot be changed without  spousal
     consent.
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12.3.3      Form   and  Method  of  Designation.   A  Beneficiary
     designation must be made on such form and in accordance with
     such  rules  as  may be prescribed for this purpose  by  the
     Company.   A Beneficiary designation will be effective  (and
     will  revoke all prior designations) only if it is  received
     by  the  Company (or if sent by mail, the post-mark  of  the
     mailing  is)  prior to the date of death of the Participant.
     The  Company  may rely on the latest Beneficiary designation
     on file with it (or may direct that payment be made pursuant
     to  the  default  provision  of the  Plan  if  an  effective
     designation  is not on file) and will not be liable  to  any
     person  making  claim for such payment under a  subsequently
     filed Beneficiary designation or for any other reason.

12.3.4     Default Designation.  If a Beneficiary designation  is
     not   on   file  with  the  Company,  or  if  no  designated
     Beneficiary  survives the Participant, the Beneficiary  will
     be  the  person or persons surviving the Participant in  the
     first of the following classes in which there is a survivor,
     share and share alike:

       (a)  The Participant's Spouse.

          (b)  The Participant's children, except that if any  of
          the  Participant's children predecease the  Participant
          but  leave issue surviving the Participant, such  issue
          will  take  by right of representation the share  their
          parent would have taken if living.

       (c)  The Participant's parents.

       (d)  The Participant's brothers and sisters.

       (e)  The Participant's estate.

     The  identity  of  the  Beneficiary in  each  case  will  be
     determined by the Company.

12.3.5     Successor Beneficiary.  If a Beneficiary survives  the
     Participant  but dies before receiving the full  balance  to
     which  he/she  is  entitled, the remaining balance  will  be
     payable  to  the surviving contingent Beneficiary designated
     by  the  Participant  or otherwise  to  the  estate  of  the
     deceased Beneficiary.

12.3.6    Special Rules.  In the case of an Active Participant in
     this  Plan  on August 1, 2000, a Beneficiary designation  in
     effect  under the ESOP immediately prior to August 1,  2000,
     will be deemed to apply with respect to this Plan unless and
     until changed or revoked by the Participant.

     A Beneficiary designation in effect under a predecessor plan
     immediately  prior to its merger into this Plan or  transfer
     of  account balance to this Plan will be deemed to be  valid
     under  this  Plan with respect to the resulting  Predecessor
     Plan  Subaccount (and only such subaccount) unless and until
     changed or revoked by the Participant.

12.4 Multiple  Beneficiaries.  If more than  one  Beneficiary  is
     entitled  to  benefits following the death of a Participant,
     the  interest  of  each will be segregated for  purposes  of
     applying this Article.
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12.5 Minimum  Distribution Rules.  Notwithstanding  any  contrary
     provision,  distributions after the death of the Participant
     will  be  made  as  necessary to  comply  with  the  minimum
     distribution   rules  of  Code   401(a)(9)  (including   the
     incidental  death benefit rules of Code  401(a)(9)(G)).   To
     comply with such minimum distribution rules, distribution of
     the  full balance payable to all Beneficiaries will be  made
     not  later than the last day of the calendar year  in  which
     falls   the  fifth  (5th)  anniversary  of  the   date   the
     Participant dies.


                          ARTICLE XIII

                MISCELLANEOUS BENEFIT PROVISIONS

13.1 Valuation of Accounts Following Termination of Employment.

13.1.1    Continued Adjustment of Accounts.  If a distribution of
     all or any portion of an Account is deferred or delayed for any
     reason,  the Account will continue to be adjusted to reflect
     investment gains or losses in accordance with the terms of the
     Plan.

13.1.2     Segregation  of  Accounts/Disbursement  Accounts.   If
     investments are liquidated to allow for a distribution,  the
     resulting  proceeds may be credited to a segregated  account
     maintained under the Plan for the benefit of the  person  to
     whom  the  distribution is to be made,  and  any  investment
     gains or losses on such segregated account will be allocated
     solely to such segregated account (and the Accounts of other
     Participants or Beneficiaries will not be affected  by  such
     investment  gains  or losses).  Any such segregated  account
     may  be held uninvested in cash, or invested in an interest-
     bearing  account or other short-term investment as  directed
     by the Company pending distribution from the Plan.

     A disbursement account also will be established for the Plan
     (either  with the Trustee, any affiliate of the Trustee,  or
     any  third party bank selected by the Company) to allow  for
     any  distributions from the Plan.  Such disbursement account
     is   separate  and  distinct  from  any  segregated  account
     established  under the prior paragraph, and any interest  or
     other  income earned on such disbursement account will inure
     to  the  benefit of the Plan and not the Participant.   Such
     interest   or   other  income  will  be   applied   to   pay
     administrative  expenses  of  the  Plan  or,   pursuant   to
     agreement  with the Trustee or paying agent  for  the  Plan,
     will  be  treated as part of the compensation of the Trustee
     or  paying  agent for the Plan.  In any event, a Participant
     will have no claim to any income on any disbursement account
     established for the Plan.
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13.2 Direct  Rollover Option.  A distribution to  a  Participant,
     the surviving Spouse of a Participant, or an alternate payee
     under a qualified domestic relations order who is the Spouse
     or former Spouse of a Participant may be made in the form of
     a  direct  rollover to an individual retirement  account  or
     annuity described in Code  408 or to another qualified  plan
     described in Code  401(a); except that, a qualified plan  is
     not  available as a rollover alternative in the case of  the
     surviving Spouse of the Participant.  A direct rollover will
     be  allowed only to the extent that the distribution  is  an
     "eligible  rollover  distribution"  (as  defined   in   Code
     402(f))  (e.g., an eligible rollover distribution  does  not
     include a hardship distribution from a 401(k) Subaccount,  a
     distribution  that  is  part of  a  series  of  installments
     payable  over  a  period of ten (10)  years  or  more  or  a
     distribution  that is required under Code  401(a)(9)).   The
     recipient of an eligible rollover distribution must  provide
     the Company with the information necessary to accomplish the
     direct  rollover in such manner and in accordance with  such
     rules  as may be prescribed for this purpose by the  Company
     (including  by means of a voice response or other electronic
     system under circumstances authorized by the Company).

13.3 Missing  Participants or Beneficiaries.   A  Participant  or
     Beneficiary  must maintain his/her most recent  post  office
     address   on  file  with  the  Company.   Any  communication
     addressed  to  the Participant or Beneficiary  at  the  post
     office  address on file with the Company will be binding  on
     the Participant or Beneficiary for all purposes of the Plan,
     and   the  Company  is  not  obligated  to  search  for  any
     Participant or Beneficiary.  If a Participant or Beneficiary
     fails  to claim any amount payable under the Plan (or  fails
     to   cash  any  check  drawn  on  the  disbursement  account
     established for the Plan), such amount will be forfeited  by
     the  Participant or Beneficiary at such time  as  is  deemed
     appropriate by the Company, or may be disposed  of  in  such
     other  equitable  manner  as is deemed  appropriate  by  the
     Company.  Any forfeited amounts shall be transferred to  the
     ESOP  and applied to reduce Matching Contributions  made  to
     the  ESOP.   If  a  Participant  or  Beneficiary  claims   a
     forfeited amount prior to termination of the Plan, the value
     forfeited (measured as of the date of the forfeiture)  shall
     be  restored  to  the  Participant or  Beneficiary  (without
     adjustment  for  subsequent income  or  appreciation).   The
     Company shall make an additional contribution to the Plan as
     necessary to provide for the restoration.

13.4 Distribution  in  Event  of Certain Corporate  Transactions.
     The  Company or an Affiliate may from time to time  sell  an
     interest in a subsidiary.  The Company or an Affiliate  also
     may  from time to time sell a facility, division or  service
     line  and,  in connection with such sale, a Participant  may
     terminate his/her employment with the Company and become  an
     employee  of  the  purchaser of such facility,  division  or
     service  line.  In either event, the Company will  determine
     whether   a  separation  from  service  has  occurred   that
     satisfies  the requirements of Code  401(k)(2)(B)(i)(I)  and
     thus whether there has been a Termination of Employment that
     allows  a  distribution  from  the  Plan.   If  the  Company
     determines  that  there  has  not  been  a  separation  from
     service, the Company, in its sole discretion may nonetheless
     allow  affected  Participants to receive a  distribution  of
     their  Account if it determines that either of the following
     events has occurred:

     (a)  There  has  been a sale by the Company or an  Affiliate
          (provided it is a corporation) of substantially all  of
          the  assets  (within  the meaning of  Code   409(d)(2))
          used in a trade or business to another corporation.

     (b)  There  has  been a sale by the Company or an  Affiliate
          (provided  it  is a corporation) of an  interest  in  a
          subsidiary (within the meaning of Code  409(d)(3)).
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     A  distribution under this provision will be allowed only in
     the  form of a single-sum payment to be made as of the  date
     established by the Company that is not later than  the  last
     day of the Plan Year following this event.

13.5 Distribution to Alternate Payee.  An alternate payee under a
     qualified domestic relations order (each as defined in  Code
       414(p))  may  elect to receive a lump-sum distribution  of
     the  amount assigned to such individual under the  order  as
     soon  as administratively practicable after the Company  has
     determined that the order is a qualified domestic  relations
     order  (and  all  time  for  appeal  of  such  decision  has
     expired),  or  as of such later date as may be specified  in
     the  order,  without regard to whether such distribution  is
     made  prior  to the earliest retirement age (as  defined  in
     Code   414(p)).   If  the amount assigned to  the  alternate
     payee  under a qualified domestic relations order  does  not
     exceed  five thousand dollars ($5,000), such amount will  be
     paid  to  the alternate payee in a lump-sum distribution  as
     soon   as   administratively  practicable  after  the   date
     specified above and a delayed distribution option  will  not
     be available to the alternate payee.

13.6 Brokerage  Fees.  Any brokerage fees incurred to accommodate
     any  distribution  in  cash that  requires  that  shares  of
     Company Stock be sold to allow for such distribution  (other
     than  a  distribution of cash in lieu of a fractional share)
     will  be reduced to reflect any broker fees incurred on  the
     sale of Company Stock.

13.7 Put  Option.   If  shares of Company Stock  are  either  not
     readily tradable on an established securities market, or are
     subject  to  a  trading  limitation  when  such  shares  are
     distributed,  such shares will be subject to the  same  "put
     option" as provided under the ESOP.

13.8 No   Other   Benefits.   No  benefits   other   than   those
     specifically  provided  for in the  Plan  document  will  be
     provided under the Plan.

13.9 Source  of  Benefits.   All benefits  to  which  any  person
     becomes entitled under the Plan will be provided only out of
     the Trust Fund and only to the extent that the Trust Fund is
     adequate   therefor.   The  Participants  and  Beneficiaries
     assume  all  risk connected with any decrease in the  market
     value  of  shares of Company Stock or any other assets  held
     under the Plan, and the Company and its Affiliate do not  in
     any  way  guarantee  the  Trust Fund  against  any  loss  or
     depreciation, or the payment of any amount, that may  be  or
     become due to any person from the Trust Fund.

13.10      Incompetent Payee.  If a person entitled  to  payments
     hereunder  is in the opinion of the Company unable  to  care
     for   his/her  affairs  because  of  a  mental  or  physical
     condition, any payment due such person may be made  to  such
     person's  guardian,  conservator, or  other  legal  personal
     representative  upon  furnishing the Company  with  evidence
     satisfactory  to the Company of such status.  Prior  to  the
     furnishing of such evidence, the Company may cause  payments
     due  the  person  to  be  made, for such  person's  use  and
     benefit, to any person or institution then in the opinion of
     the  Company  caring  for or maintaining  the  person.   The
     Company  will have no liability with respect to payments  so
     made  and  will  have  no duty to make  inquiry  as  to  the
     competence  of  any  person  entitled  to  receive  payments
     hereunder.
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13.11     No Assignment or Alienation of Benefits.  The interests
     of any person who is entitled to benefits under the Plan may
     not  in  any  manner  whatsoever be assigned  or  alienated,
     whether   voluntarily   or   involuntarily,   directly    or
     indirectly,  except  as  expressly  permitted   under   Code
     401(a)(13).

13.12      Payment  of  Taxes.  The Trustee may pay  any  estate,
     inheritance,  income,  or other tax, charge,  or  assessment
     attributable to any benefit payable hereunder which  in  the
     Trustee's opinion it will be or may be required to  pay  out
     of such benefit.  The Trustee may require, before making any
     payment,  such  release or other document  from  any  taxing
     authority and such indemnity from the intended payee as  the
     Trustee will deem necessary for its protection.

13.13      Conditions Precedent.  No person will be entitled to a
     benefit until his/her right to such benefit has been finally
     determined by the Company nor until he/she has submitted  to
     the  Company  relevant  data  reasonably  requested  by  the
     Company,  including, but not limited to, proof of  birth  or
     death.

13.14      Delay  of  Distribution in Event of Stock Dividend  or
     Split.  The Company may direct that, no distribution will be
     made  between the record date and the ex-date of  any  stock
     dividend, stock split or reverse stock split if the  ex-date
     is after the record date.


                           ARTICLE XIV

                    TRANSFER OR REEMPLOYMENT

14.1 Transfer of Employment.

14.1.1     Transfers  To Hourly Plan.  If a Participant  in  this
     Plan becomes a participant in the ADM 401(k) Plan for Hourly
     Employees,  the Company may arrange for transfer of  his/her
     Account  under this Plan to a comparable account  under  the
     ADM 401(k) Plan for Hourly Employees.

14.1.2     Transfers From Hourly Plan.  If a participant  in  the
     ADM   401(k)  for  Hourly  Employees  becomes  an   Eligible
     Employee, he/she will become an Active Participant  in  this
     Plan  (and will cease to be a participant in the ADM  401(k)
     Plan  for Hourly Employees) effective for the first  payroll
     period  that  begins in the calendar month  after  the  date
     he/she  becomes  an  Eligible Employee.  All  elections  and
     designations  made  under the ADM  401(k)  Plan  for  Hourly
     Employees  (including contribution elections and Beneficiary
     designations) will continue in effect under this Plan  until
     modified  or  revoked in accordance with the terms  of  this
     Plan.  The Company also may arrange for transfer of  his/her
     account  balance under such Plan to the comparable  Accounts
     under this Plan.

14.2 Effect  of  Reemployment. If a Participant is reemployed  by
     the  Company  or  an Affiliate (while it  is  an  Affiliate)
     before  he/she has received full distribution of the balance
     of his/her Account, entitlement to a distribution will cease
     upon  such  reemployment, and will recommence in  accordance
     with  the  terms of the Plan upon subsequent Termination  of
     Employment.
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                           ARTICLE XV

                           TRUST FUND

15.1 Composition.  The assets of the Plan will be held  in  trust
     by  one or more Trustees appointed by the Company under  one
     or  more trust agreements.  The Company may cause the assets
     held under any trust agreement to be divided into any number
     of parts for investment purposes or any other purpose deemed
     necessary or advisable for the proper administration of  the
     Plan.

15.2 No  Diversion.   The Trust Fund will be maintained  for  the
     exclusive purpose of providing benefits to Participants  and
     their  Beneficiaries  and defraying reasonable  expenses  of
     administering the Plan.  No part of the corpus or income  of
     the  Trust  Fund may be used for, or diverted  to,  purposes
     other  than for the exclusive benefit of Employees or  their
     Beneficiaries.  Notwithstanding the foregoing:

     (a)  If  all or any portion of a contribution is made  as  a
          result  of  a mistake of fact, the Trustee  will,  upon
          written request of the Company, return such portion  of
          the  contribution to the Company within one year  after
          its  payment  to the Trust Fund.  Earnings attributable
          to   such  portion  of  the  contribution  (or  portion
          thereof)  will not be returned but will remain  in  the
          Trust Fund, and the amount returned will be reduced  by
          any   losses  attributable  to  such  portion  of   the
          contribution.

     (b)  Each contribution is conditioned upon the deductibility
          of  the  contribution under Code  404.  To  the  extent
          the  deduction is disallowed, the Trustee  will  return
          such  contribution to the Company within one year after
          the  disallowance  of the deduction; however,  earnings
          attributable   to  such  contribution  (or   disallowed
          portion  thereof) will not be returned but will  remain
          in  the  Trust  Fund, and the amount returned  will  be
          reduced by any losses attributable to such contribution
          (or disallowed portion thereof).

     In  the case of any such return of contribution, the Company
     will  cause  such adjustments to be made to the Accounts  of
     Participants  as it considers fair and equitable  under  the
     circumstances resulting in the return of such contribution.

15.3 Funding  Policy.   The Company will adopt a  procedure,  and
     revise  it from time to time as it considers advisable,  for
     establishing  and carrying out a funding policy  and  method
     consistent  with  the  objectives  of  the  Plan   and   the
     requirements of ERISA.

15.4 Share  Registration.  Interests in the Plan, and any  shares
     of  Company  Stock  contributed by  or  purchased  from  the
     Company  will  be registered in accordance with requirements
     prescribed  by the Securities and Exchange Commission.   The
     number   of  shares  so  registered  will  be  appropriately
     adjusted  to reflect any stock dividends, stock  splits,  or
     other similar changes.
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15.5 Purchase/Sale of Company Stock.

15.5.1     Purchases  of  Company Stock.  If it is  necessary  to
     purchase Company Stock for the Trust Fund, such purchase may
     be  on  the open market or from the Company.  If shares  are
     purchased from the Company, the purchase will be made at the
     closing  price of a share of Company Stock on the  New  York
     Stock  Exchange  for the business day immediately  preceding
     the transaction (as reported the next following business day
     in  The Wall Street Journal), and no commission will be paid
     on any purchase from the Company.

15.5.2     Sales of Company Stock.  If it is necessary to convert
     shares  of Company Stock held in the Trust Fund to  cash  to
     provide for a distribution or loan, or for any other  reason
     required  under  the  Plan,  conversion  may  be   made   by
     exchanging  such shares for cash (if any) then held  in  the
     Trust  Fund  and  credited to Accounts, or by  selling  such
     shares on the open market or to the Company.  If shares  are
     exchanged  for cash then held in the Trust Fund or  sold  to
     the  Company,  the  exchange or sale will  be  made  at  the
     closing  price of a share of Company Stock on the  New  York
     Stock  Exchange  for the business day immediately  preceding
     the transaction (as reported the next following business day
     in  The Wall Street Journal), and no commission will be paid
     on any sale to the Company.


                           ARTICLE XVI

                         ADMINISTRATION

16.1 Administration.

16.1.1     Administrator.  The Company is the "administrator"  of
     the Plan, with authority to control and manage the operation
     and  administration of the Plan and make all  decisions  and
     determinations incident thereto.  Action on  behalf  of  the
     Company  as  administrator  may  be  taken  by  any  of  the
     following:

          (a)  Its Board of Directors (or a committee thereof).

          (b)  Its Chief Executive Officer.

          (c)  Its Benefit Plans Committee.

          (d)   Any  individual, committee,  or  entity  to  whom
          responsibility for the operation and administration  of
          the Plan is allocated to by action of one of the above.

16.1.2     Third-Party Service Providers.  The Company  may  from
     time  to  time  contract with or appoint a  recordkeeper  or
     other  third-party service provider for the Plan.  Any  such
     recordkeeper  or  other  third-party service  provider  will
     serve  in  a  nondiscretionary  capacity  and  will  act  in
     accordance   with   directions   given   and/or   procedures
     established by the Company.
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16.2 Certain  Fiduciary  Provisions.  The  Company  is  a  "named
     fiduciary"  of the Plan with authority to appoint additional
     named  fiduciaries  and  to allocate responsibilities  among
     them,  and  the  power  to appoint one  or  more  investment
     managers  (as defined in ERISA  3(38)) to manage any  assets
     of  the Plan (including the power to acquire and dispose  of
     such  assets).   If  so  permitted by  the  Company  in  the
     appointment  of a named fiduciary, such named fiduciary  may
     designate  another person to carry out any  or  all  of  the
     fiduciary  responsibilities of the named  fiduciary;  except
     that, a named fiduciary may not designate another person  to
     carry out any responsibilities relating to the management or
     control  of  Plan assets other than in exercise of  a  power
     granted  under the trust agreement to appoint an  investment
     manager.

16.3 Payment   of   Expenses.   The  compensation   and   expense
     reimbursements  payable  to  any  fiduciary,   or   to   any
     recordkeeper  or  other non-discretionary service  provider,
     any  other  fees and expenses incurred in the  operation  or
     administration of the Plan may be paid out of the Trust Fund
     if  not  prohibited by ERISA.  Such other fees and  expenses
     include,  but  are  not limited to, fees  and  expenses  for
     investment, education or advice services, premiums on  bonds
     required under ERISA and direct cost incurred by the Company
     or  any  Affiliate to the extent that the  payment  of  such
     amounts out of the Trust Fund is not prohibited by ERISA.

16.4 Evidence.  Evidence required of anyone under the Plan may be
     by  certificate,  affidavit, document, or  other  instrument
     which the person acting in reliance thereon considers to  be
     pertinent  and reliable and to be signed, made, or presented
     by the proper party.

16.5 Correction of Errors.  Errors may occur in the operation and
     administration of the Plan.  The Company reserves the  power
     to  cause  such equitable adjustments to be made to  correct
     for   such   errors  as  it  considers  appropriate.    Such
     adjustments will be final and binding on all persons

16.6 Claims  Procedure.   The  Company will  establish  a  claims
     procedure  which  must  be followed by  any  claimant  as  a
     condition  to  the receipt of benefits or as a condition  to
     receipt  of  any other relief under or with respect  to  the
     Plan.   The  claims procedure will be set forth  in  written
     procedures  (which  may be in the summary plan  description)
     that  will  be  deemed to form a part of the  Plan  and  are
     incorporated by reference into the Plan.

16.7 Waiver  of  Notice.  Any notice required  hereunder  may  be
     waived by the person entitled thereto.

16.8 Agent For Legal Process.  The Company will be the agent  for
     service  of  legal  process  with  respect  to  any   matter
     concerning the Plan (unless it designates some other  entity
     or person as such agent).

16.9 Indemnification.  The Company and its Affiliates jointly and
     severally  agree  to  indemnify and hold  harmless,  to  the
     extent  permitted  by  law,  each  director,  officer,   and
     Employee against any and all liabilities, losses, costs,  or
     expenses  (including  legal fees)  of  whatsoever  kind  and
     nature  that  may  be imposed on, incurred by,  or  asserted
     against  such person at any time by reason of such  person's
     services in the administration of the Plan, but only if such
     person  did  not  act dishonestly, or in bad  faith,  or  in
     willful violation of the law or regulations under which such
     liability, loss, cost, or expense arises.
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16.10      Exercise of Authority.  The Company and any person who
     has authority with respect to the management, administration
     or  investment  of the Plan may exercise that  authority  in
     its/his/her  full  discretion, subject only  to  the  duties
     imposed under ERISA.  This discretionary authority includes,
     but  is  not limited to, the authority to make any  and  all
     factual   determinations  and  interpret   all   terms   and
     provisions   of   this  document  (or  any  other   document
     established  for  use  in the administration  of  the  Plan)
     relevant to the issue under consideration.  The exercise  of
     authority  will  be  binding upon all  persons;  and  it  is
     intended  that the exercise of authority be given  deference
     in  all  courts of law to the greatest extent allowed  under
     law, and that it not be overturned or set aside by any court
     of  law unless found to be arbitrary and capricious, or made
     in bad faith.

16.11     Telephonic or Electronic Notices and Transactions.  Any
     notice  that  is required to be given under the  Plan  to  a
     Participant or Beneficiary, and any action that can be taken
     under  the  Plan by a Participant or Beneficiary  (including
     enrollments,   changes  in  deferral   percentages,   loans,
     withdrawals,  distributions, investment  changes,  consents,
     etc.), may be by means of voice response or other electronic
     system  to  the  extent so authorized  by  the  Company  and
     permitted under the Code.


                          ARTICLE XVII

                 AMENDMENT, TERMINATION, MERGER


17.1    Amendment.

17.1.1    Amendment.  The Company expressly reserves the right to
     amend the Plan in whole or in part at any time and from time
     to time.  An amendment may be adopted:

     (a)  By resolution of the Board of Directors.

     (b)  By signed writing of the Chief Executive Officer.

     (c)  By signed writing of the Benefit Plans Committee to the
          extent  amendment authority has been delegated  by  the
          Board of Directors.

     (d)  By  signed  writing  of any person  to  whom  amendment
          authority  has been delegated by action of one  of  the
          above.

     No  action  by  any person or body with amendment  authority
     will  constitute  an  amendment to the  Plan  unless  it  is
     expressly designated as an amendment to the Plan.
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17.1.2     Effect on Prior Operation of Plan.  An amendment  will
     not  affect the operation of the Plan or the rights  of  any
     Participant  retroactive to a date prior  to  the  effective
     date  of  the amendment.  The Account of a Participant  (and
     all  payment options and other rights with respect  thereto)
     will be determined and paid in accordance with the terms  of
     the  Plan in effect as of his/her Termination of Employment,
     without  regard  to  any subsequent amendment  to  the  Plan
     (including  an amendment with an effective date  retroactive
     to  a  date prior to Termination of Employment) unless  such
     amendment  is  required  by  law  to  be  applied   to   the
     Participant or the amendment expressly provides that it will
     apply to Participants who have already had a Termination  of
     Employment.   The  Company reserves the right  to  adopt  an
     amendment  with a retroactive effective date to  the  extent
     that retroactive application of the amendment is required by
     law  or  for  any  other reason deemed  appropriate  by  the
     Company.

17.1.3     Effect  on Vesting.  An amendment will not reduce  the
     vested  percentage  of a Participant determined  as  of  the
     later  of  the effective or adoption date of the  amendment.
     Further,  if  the Company amends the vesting schedule  under
     the  Plan, with respect to any Participant who has three (3)
     or  more  years  of  vesting service (determined  using  the
     elapsed time methodology set forth in ERISA Reg.  2530.200b-
     9), the Company either will permit such Participant to elect
     to have his/her vested percentage computed without regard to
     such  amendment or will amend the Plan to provide  that  the
     vested  interest of such Participant will be the greater  of
     his/her  vested  interest with regard to such  amendment  or
     his/her vested interest without regard to such amendment.

17.1.4     Effect  on Protected Benefits.  An amendment will  not
     reduce any Account balance or eliminate any optional form of
     benefit to the extent to prohibited under Code  411(d)(6).

17.2 Permanent Discontinuance of Contributions.  The Company  may
     completely  discontinue contributions under  the  Plan.   No
     Employee will become a Participant after such discontinuance
     and each Participant will be fully vested in his/her Account
     balance.  Subject to the foregoing, all of the provisions of
     the  Plan  will  continue in effect,  and  upon  entitlement
     thereto  distributions will be made in accordance  with  the
     terms of the Plan.

17.3 Termination.  The Company may terminate the Plan at any time
     and  for  any  reason by action of its Board  of  Directors.
     After  the Plan is terminated no further contributions  will
     be  made.   Distributions will be made to  Participants  and
     Beneficiaries promptly after the termination  of  the  Plan,
     but  not  before the earliest date permitted under the  Code
     and  applicable  regulations, and the Plan and  any  related
     trust  agreement or group annuity contract will continue  in
     force for the purpose of making such distributions.

17.4 Partial  Termination.  If the Company determines that  there
     has  been a partial termination of the Plan, any Participant
     affected  by such partial termination will become vested  in
     his/her Account.

17.5 Merger, Consolidation, or Transfer of Plan Assets.   If  the
     Plan  is merged or consolidated with any other plan,  or  if
     assets  or  liabilities of the Plan are transferred  to  any
     other  plan, provision will be made so that each Participant
     and  Beneficiary would (if such other plan then  terminated)
     receive    a   benefit   immediately   after   the   merger,
     consolidation, or transfer that is equal to or greater  than
     the  benefit  he/she  would have been  entitled  to  receive
     immediately  before the merger, consolidation,  or  transfer
     (if the Plan had then terminated).
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17.6 Deferral  of  Distributions.  In  the  case  of  a  complete
     discontinuance of contributions to the Plan or of a complete
     or  partial  termination of the Plan,  the  Company  or  the
     Trustee   may   defer  any  distribution  of   benefits   to
     Participants  and Beneficiaries with respect to  which  such
     discontinuance   or   termination   applies   (except    for
     distributions  which  are required to  be  made  under  Code
       401(a)(9))  until appropriate adjustment  of  Accounts  to
     reflect taxes, costs, and expenses, if any, incident to such
     discontinuance or termination.


                          ARTICLE XVIII

                    PREDECESSOR PLAN ACCOUNTS

18.1 Transfers  from Other Plans.  The Company may from  time  to
     time  arrange  for  the merger of another qualified  defined
     contribution plan into this Plan, or may accept the transfer
     of  account balances from a qualified plan maintained  by  a
     Predecessor  Employer  to  this Plan.   A  Predecessor  Plan
     Subaccount   will   be   maintained   to   reflect   amounts
     attributable  to any merger or transfer (and more  than  one
     Predecessor  Plan Subaccount may be maintained with  respect
     to  a given merger or transfer as deemed appropriate by  the
     Company to Account for different contribution sources or for
     any other reason).

18.2 Optional  Forms of Payment.  All optional forms  of  payment
     available under the Predecessor Plan will be available under
     this  Plan  for a Predecessor Plan Subaccount; except  that,
     any  hardship standards on withdrawals will be as  specified
     in  this Plan, and optional forms of payment may be modified
     or   eliminated  to  the  extent  so  permitted  under  Code
      411(d)(6).

18.3 Special Rules if Survivor Annuity Requirements Apply.

18.3.1     To  Whom  this Section Applies.  This Section  applies
     with respect to a Participant if:

          (a)   The Predecessor Plan was a money purchase pension
          plan  and  after  the transfer of the Predecessor  Plan
          Account  to  this Plan the Predecessor Plan  Subaccount
          remains subject to the survivor annuity requirements of
          Code  417; or

          (b)   A  life annuity is an available optional form  of
          payment  with respect to a Predecessor Plan Subaccount,
          the  Participant elects to receive a life  annuity  and
          the   Participant   has  a  Spouse   on   the   pension
          commencement date.

18.3.2     Payment  Form.   A  Participant to whom  this  Section
     applies   will  have  his/her  Predecessor  Plan  Subaccount
     applied  to purchase a life annuity if the Participant  does
     not have a Spouse on his/her pension commencement date, or a
     qualified joint and survivor annuity if the Participant does
     have  a  Spouse on his/her pension commencement date, unless
     the  Participant  elects an optional  form  of  payment.   A
     Participant may elect to waive the life annuity or qualified
     joint and survivor annuity and instead elect to receive have
     his/her  Predecessor Plan Subaccount paid  in  any  optional
     form of payment available with respect to such Subaccount.
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     For  purposes  of  this Section, a "life annuity"  is  a  an
     annuity providing equal periodic payments to the Participant
     with  the last such payment due for the period in which  the
     Participant  dies;  and  a  "qualified  joint  and  survivor
     annuity" is an annuity providing equal periodic payments  to
     the  Participant  with the last such  payment  due  for  the
     period in which the Participant dies, but with the provision
     that if the Participant is survived by his/her Spouse on the
     pension commencement date, fifty percent (50%) of the period
     payment will be continued to such Spouse with the last  such
     period payment due for the period in which the Spouse dies.

18.3.3     Spousal Consent Requirement.  If a Participant  elects
     to waive the qualified joint and survivor annuity and elects
     to  have his/her Account balance paid in an optional form of
     payment, the election will not take effect unless:

     (a)  The   election  specifically  designates   a   specific
          optional payment form and a specific joint annuitant or
          Beneficiary, if applicable, with respect thereto (these
          designations cannot be changed without further  consent
          of the Spouse).

     (b)  The Spouse consents in writing to the election.

     (c)  The  Spouse's  consent acknowledges the effect  of  the
          election.

     (d)  The Spouse's consent is witnessed by a notary public or
          an authorized representative of the Plan.

     Consent  of the Spouse will be deemed to have been  obtained
     if it is established to the satisfaction of the Company that
     such consent cannot be obtained because the Spouse cannot be
     located  or because of such other circumstances  as  may  be
     prescribed by the Secretary of the Treasury.  A consent by a
     Spouse  will be effective only with respect to such  Spouse,
     and cannot be revoked.

18.3.4      Conditions  Relating  to  Election  of  Options.    A
     Participant  will be provided with a written explanation  of
     the  terms  and conditions of the life annuity or  qualified
     joint  and  survivor annuity.  The written explanation  will
     include  an explanation of the Participant's right to  waive
     the life annuity or qualified joint and survivor annuity and
     the  effect of such waiver, the Participant's right to  have
     at  least  thirty  (30) days to consider  such  waiver,  the
     Participant's  right to revoke a waiver and  the  effect  of
     such  revocation, and the rights of the Participant's Spouse
     with respect thereto.

     The waiver of a life annuity or qualified joint and survivor
     annuity and the election of an optional payment form must be
     made  on such form and in accordance with such rules as  may
     be  prescribed for this purpose by the Company (including by
     means  of  voice response or other electronic  system  under
     circumstances  authorized by the Company).  The  Participant
     must  designate  on such form the specific optional  payment
     form  and,  if  applicable, the specific joint annuitant  or
     Beneficiary  with respect thereto.  The waiver and  election
     may  be  revoked  by the Participant prior  to  the  pension
     commencement  date or, if later, prior to  the  end  of  the
     seven  (7) day period that begins the day after the  written
     explanation is provided to the Participant.
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18.3.5      Qualified  Preretirement  Survivor  Annuity.   If   a
     Participant  to  whom  this  Section  applies  dies   before
     commencement  of  the  life annuity or qualified  joint  and
     survivor annuity, and if the Participant has a Spouse on the
     date  of death, the Account balance of the Participant  will
     be applied to purchase an annuity for the life of the Spouse
     unless  the  Spouse files a written election of  some  other
     form  of payment after the Participant's death and prior  to
     the due date of the first benefit payment to the Spouse.


                           ARTICLE XIX

                    MISCELLANEOUS PROVISIONS

19.1 Special Top-Heavy Rules.  The following provisions apply  in
     any Plan Year in which the Plan is top-heavy.

19.1.1     Minimum Contribution.  If the Plan is top-heavy for  a
     Plan Year, a minimum contribution will be made for such Plan
     Year  on behalf of each Active Participant who is not a  Key
     Employee  and  who  is  employed  with  the  Company  or  an
     Affiliate  on the last day of such Plan Year.   The  minimum
     contribution will equal that percentage of the Participant's
     compensation for the Plan Year which is the smaller of:

     (a)  Three percent (3%).

     (b)  The  percentage  which  is the  largest  percentage  of
          compensation   allocated  to  any  Key  Employee   from
          employer contributions for such Plan Year.

     The 401(k) Contributions made on behalf of non-key Employees
     will not be counted toward the minimum contribution required
     under  this  Section  (however, such contributions  made  on
     behalf  of  Key  Employees will be counted for  purposes  of
     determining the percentage in (b)).

19.1.2     Definitions.  The following terms have  the  following
     meanings in this Section:

     (a)  "Compensation"  means compensation as defined  in  Sec.
          6.3.2,  but disregarding any amounts in excess  of  the
          limit in effect under Code  401(a)(17).

          (b)   "Determination Date" means the last  day  of  the
          preceding Plan Year.

          (c)   "Determination Period" means  the  Plan  Year  in
          which the applicable Determination Date occurs and  the
          four preceding Plan Years.

          (d)   "Key  Employee"  means  any  Employee  or  former
          Employee of the Company or an Affiliate who is  defined
          as such under Code  416(i).

          (e)   "Required Aggregation Group" means each qualified
          plan  of the Company or an Affiliate in which at  least
          one  Key  Employee participates in the Plan  Year  that
          contains  the  Determination Date or any  of  the  four
          preceding Plan Years, and any other qualified  plan  of
          the Company or an Affiliate that enables such a Plan to
          meet the requirements of Code  401(a)(4) and 410.
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          (f)   "Permissive Aggregation Group" means the Required
          Aggregation Group plus any other qualified plan of  the
          Company or an Affiliate which, when consolidated  as  a
          group   with  the  Required  Aggregation  Group,  would
          continue   to   satisfy   the  requirements   of   Code
           401(a)(4) and 410.

          (g)    "Present  Value"  for  purposes  of  determining
          whether  a defined benefit plan is Top-Heavy,  will  be
          calculated using the actuarial assumptions specified in
          the defined benefit plan for this purpose.

     (h)  "Top-Heavy" means the condition of the Plan (or of  all
          within  the  required aggregation group  or  permissive
          aggregation  group)  that would exist  if,  as  of  the
          Determination  Date  for  the Plan  Year,  the  Account
          balances plus the present value of the accrued benefits
          of  the  Key Employees exceeded sixty percent (60%)  of
          the  Account  balances plus the present  value  of  the
          accrued  benefits of all Employees.   For  purposes  of
          making this calculation:

                     (1)   The  Account balances and the  present
               value of accrued benefits will be determined as of
               the  most recent Valuation Date that falls  within
               the  12-month  period ending on the  Determination
               Date.

          (2)  The  Account  balances and accrued benefits  of  a
               Participant who is not a Key Employee but who  was
               a   Key   Employee  in  a  prior  year   will   be
               disregarded.

          (3)  The  Account balances of any Employees who has not
               been  credited with at least one Hour  of  Service
               with  the  Company  or an Affiliate  at  any  time
               during  the  five (5)-year period  ending  on  the
               Determination Date will be disregarded.

                    (4)  For purposes of determining if a defined
               benefit  plan  included in a Required  Aggregation
               Group  of  which this Plan is a part is Top-Heavy,
               the accrued benefit to any Employee (other than  a
               Key  Employee) will be determined under the method
               that  is  used  for  accrual  purposes  under  all
               defined benefit plans maintained by the Company or
               an Affiliate or, if there is no such method, as if
               such  benefit  accrued not more rapidly  than  the
               lowest   accrual   rate   permitted   under   Code
               411(b)(1)(C).

          (i)   If  an individual has not performed services  for
          the  employer  at any time during the five-year  period
          ending on the determination date with respect to a Plan
          Year,  any Account balance or accrued benefit for  such
          individual will not be taken into Account for such Plan
          Year.

19.1.3     Exception For Collective Bargaining Unit.  The minimum
     contribution requirement described above will not  apply  to
     any  Employee  covered  by the provisions  of  a  collective
     bargaining agreement.
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19.2 Qualified Military Service.  The Plan will comply  with  the
     requirements   of   Code   414(u)  with  respect   to   each
     Participant who is absent from service because of "qualified
     military  service" (as defined in Code  414(u)(5))  provided
     that  he/she returns to employment within such period  after
     the  end  of the qualified military service as is prescribed
     under  Code   414(u) (or other federal law  cited  therein).
     Accordingly, any such Participant will be permitted to  make
     additional  401(k) Contributions after his/her reemployment,
     will   receive   Matching  Contributions  on   such   401(k)
     Contributions,  and  will receive  service  credit  for  the
     period of qualified military service as required under  Code
      414(u).

19.3 Insurance Company Not Responsible for Validity of Plan.  Any
     insurance company that issues a contract under the Plan will
     not  have  any responsibility for the validity of the  Plan.
     An   insurance  company  to  which  an  application  may  be
     submitted  hereunder  may accept such application  and  will
     have  no duty to make any investigation or inquiry regarding
     the  authority of the applicant to make such application  or
     any  amendment thereto or to inquire as to whether a  person
     on  whose  life any contract is to be issued is entitled  to
     such contract under the Plan.

19.4 No  Guarantee of Employment.  The Plan is not an  employment
     agreement,  and participation herein does not  constitute  a
     guarantee of employment with the Company or any Affiliate.

19.5 Use of Compounds of Word "Here".  Use of the words "hereof",
     "herein",  "hereunder", or similar  compounds  of  the  word
     "here"  will  mean and refer to the entire Plan  unless  the
     context clearly indicates to the contrary.

19.6 Construed  as  a  Whole.  The Plan is to be construed  as  a
     whole in such manner as to carry out its purpose and a given
     provision is not to be construed separately without relation
     to the context.

19.7 Headings.   Headings  at  the  beginning  of  Articles   and
     Sections   are  for  convenience  of  reference,   are   not
     considered  a  part of the text of the Plan,  and  will  not
     influence its construction.



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                            ADDENDUM

                SPECIAL RULES FOR PLAN YEAR 2000


The  ADM  401(k) Plan for Salaried Employees ("401(k) Plan")  was
established  effective January 1, 2000, with 401(k) Contributions
allowed starting August 1, 2000.  Prior to August 1, 2000, Before-
Tax  Contributions  were  allowed under the  ADM  Employee  Stock
Ownership  Plan ("ESOP") for Salaried Employees, and  after  that
date, 401(k) Contributions are allowed under the 401(k) Plan.

Certain  transition rules will apply as a result of the  adoption
of  the  401(k)  Plan that are relevant only  to  the  Plan  Year
beginning January 1, 2000, and ending December 31, 2000, and such
rules are set forth in this Addendum.

                                I

                 TRANSFER OF DIVERSIFIED AMOUNTS

The  ESOP previously contained Subaccounts that were invested  in
investment  funds other than Company Stock, including Predecessor
Plan Accounts and Accounts that were diversified after age fifty-
five  (55)  at the election of the Participant.  Such Subaccounts
will  be  transferred  to  the 401(k)  Plan  on  or  as  soon  as
administratively  practicable  after  August  1,  2000,   to   be
established in a comparable Subaccount under the 401(k)  Plan  on
behalf of the Participant.

                               II

              CALCULATION OF MATCHING CONTRIBUTION

The  Matching Contribution under the ESOP for the Plan Year  will
be calculated based upon both Before-Tax Contributions made under
the  ESOP prior to August 1, 2000, and 401(k) Contributions  made
under the 401(k) Plan after August 1, 2000.

                               III

             APPLICATION OF CERTAIN LIMITS AND TESTS

II.2 Application of 402(g) Limit.
The  Before-Tax Contributions made under the ESOP prior to August
1,  2000,  and  401(k) Contributions made under the  401(k)  Plan
after August 1, 2000 (together with elective deferrals under  any
other plan maintained by the Company or any Affiliate), will  not
exceed the limit in effect under Code  402(g) for the Plan Year.

III.2     Application of 401(k)/401(m) Nondiscrimination Test.
The  average deferral percentage test of Code  401(k)(3) will  be
applied separately with respect to Before-Tax Contributions  made
under  the ESOP prior to August 1, 2000, and 401(k) Contributions
made  under  the  401(k) Plan, with each test  applied  based  on
compensation  (using  a definition under Code   414(s))  for  the
full  Plan Year (but disregarding amounts paid prior to the  date
on  which  an  Eligible Employee became an Active Participant  or
ceased to be an Active Participant).
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The  aggregate contribution percentage test of Code  401(m)  will
be  applied with respect to Matching Contributions made under the
ESOP both prior to and after August 1, 2000.

III.3     Correction to Comply with Code  415.
If  a  Participant has Annual Additions in excess of  the  limits
under   Code    415;   first,  401(k)  Contributions   (including
investment gain) will be refunded to the Participant as  provided
in  the  401(k) Plan; second, Before-Tax Contributions (including
investment gain) will be refunded to the Participant; and finally
the  Matching Contributions will be forfeited as provided in  the
ESOP.



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