EXHIBIT 4.5


              TRIBUNE COMPANY DEFINED CONTRIBUTION RETIREMENT PLAN
              ----------------------------------------------------

              (As Amended and Restated Effective as of July 1, 1994



                                Table of Contents

                                                                            Page

BACKGROUND.....................................................................1

SECTION 1......................................................................2
  Definitions and Construction.................................................2
          1.1   Definitions....................................................2
          1.2   Construction..................................................14
          l.3   Plan Supplements..............................................15

SECTION 2.....................................................................16
  Eligibility.................................................................16
          2.1   Conditions of Eligibility.....................................16
          2.2   Reemployment..................................................16
          2.3   Loss of Eligibility with Continued Employment.................17

SECTION 3.....................................................................18
  Contributions...............................................................18
          3.1   Employer Contributions........................................18
          3.2   Salary Reduction Amounts......................................20
          3.3   Limitations Applicable to Highly Compensated Employees........21
          3.4   Limitations on Employer Contributions.........................27
          3.5   Form of Employer Contributions................................27
          3.6   Payment of Employer Contributions.............................27
          3.7   Nonreversion..................................................27

SECTION 4.....................................................................29
  Loans and Withdrawals.......................................................29
          4.1   Loans.........................................................29
          4.2   Accounting for Loans..........................................29
          4.3   Hardship Withdrawals..........................................29
          4.4   Withdrawals Due to Disability or After Age 59-1/2.............31


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SECTION 5.....................................................................32
  Investment Funds............................................................32
          5.1   Investment Funds..............................................32
          5.2   Investment Elections..........................................32
          5.3   Investments in Collectibles...................................33

SECTION 6.....................................................................34
  Allocation of Employer Contributions and Adjustment of Participants'
                Accounts......................................................34
          6.1   Participants' Accounts........................................34
          6.2   Certain Employer Contributions Deemed Made on Last Day of
                Valuation Period..............................................34
          6.3   Adjustment of Participants' Accounts..........................34
          6.4   Receipt of Rollover Contributions.............................37
          6.5   Statement of Accounts.........................................37


SECTION 7.....................................................................39
  Benefits....................................................................39
          7.1   Settlement Date...............................................39
          7.2   Retirement or Disability Termination..........................39
          7.3   Death.........................................................39
          7.4   Resignation or Dismissal......................................40
          7.5   Forfeitures...................................................41
          7.6   Payment of Benefits...........................................42
          7.7   Amount Available for Distribution.............................42
          7.8   Form of Distribution..........................................43
          7.9   Commencement of Benefit Payments..............................43
          7.10  Facility of Payment...........................................44
          7.11  Direct Rollover of Eligible Rollover Distributions............45

SECTION 8.....................................................................47
  Administrative Committee....................................................47
          8.1   Appointment of Administrative Committee.......................47
          8.2   Powers and Duties.............................................47

SECTION 9.....................................................................49
  Investment Committee........................................................49
          9.1   Appointment of Investment Committee...........................49
          9.2   Powers and Duties.............................................49

                                      -ii-

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SECTION 10....................................................................50
  Committee Procedures........................................................50
          10.1  Quorum........................................................50
          10.2  Procedures....................................................50

SECTION 11....................................................................51
  Limitations and Liabilities.................................................51
          11.1  Limitations on Additions to Participants' Accounts............51
          11.2  Nonguarantee of Employment....................................53
          11.3  Nonalienation of Benefits.....................................53
          11.4  Limitation of Liability.......................................54
          11.5  Indemnification...............................................54

SECTION 12....................................................................55
  Related Companies...........................................................55
          12.1  Adoption of Plan..............................................55
          12.2  Sale of an Employer, Division, or Business Unit...............55
          12.3  Withdrawal of a Participating Employer........................56
          12.4  Merger, Consolidation, or Transfer of Assets..................57

SECTION 13....................................................................58
  Amendment and Termination...................................................58
          13.1  Amendments....................................................58
          13.2  Termination; Discontinuance of Contributions..................59

SECTION 14....................................................................60
  Top Heavy Rules.............................................................60
          14.1  Topheaviness..................................................60
          14.2  Aggregation of Plans..........................................60
          14.3  Super Topheaviness............................................61
          14.4  Minimum Contributions.........................................61
          14.5  Special Limitations...........................................61
          14.6  Special Topheaviness Rules....................................62

SECTION 15....................................................................64
         Miscellaneous Provisions.............................................64
          15.1  ERISA.........................................................64
          15.2  Delegation of Authority by an Employer........................64
          15.3  Applicable Law................................................65
          15.4  Legal Actions.................................................65


                                     -iii-

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CONTRIBUTION SCHEDULE NO. 1...................................................66

SUPPLEMENT A
       Coverage of Employees of Chicago Tribune Company Employed as Electricians

SUPPLEMENT B
       Coverage of Eligible Employees of WLVI, Inc.





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              TRIBUNE COMPANY DEFINED CONTRIBUTION RETIREMENT PLAN

             (As Amended and Restated Effective as of July 1, 1994)



                                   BACKGROUND

                  Effective as of January 1, 1986, Chicago Tribune Company, a
wholly owned subsidiary of Tribune Company, established this plan for the
benefit of its eligible employees. Effective as of July 1, 1994, sponsorship of
this plan was assumed by Tribune Company, and the name of the plan was changed
to the Tribune Company Defined Contribution Retirement Plan. Tribune Company
maintains this plan in order to provide eligible employees of Tribune Company
and its subsidiaries with an incentive to save for their retirement and provide
for their future security. It is intended that this plan shall be a profit
sharing plan that is "qualified" within the meaning of Section 401(a),
containing a "qualified cash or deferred arrangement" within the meaning of
Section 401(k), of the Internal Revenue Code, and shall be administered and
interpreted to accomplish this intent.



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                                    SECTION 1

                          Definitions and Construction


1.1      Definitions

                  Where the following words and phrases appear in this Plan they
shall have the respective meanings set forth below, unless their context clearly
indicates to the contrary:

                  (a)      Administrative Committee:  The committee of persons
                           ------------------------
                           appointed by the Board of Directors of the Company to
                           administer the Plan, which, as of the Restatement
                           Effective Date, was known as the Tribune Company
                           Employee Benefits Administrative Committee.

                  (b)      Beneficiary:  A person or persons (including a
                           -----------
                           trustee or trustees) designated by a Participant or a
                           Former Participant in a written instrument filed with
                           the Administrative Committee to receive any death
                           benefit which shall be payable under the Plan;
                           provided, that in the case of a Participant or a
                           --------
                           Former Participant who is legally married on the date
                           of his death, the Participant's or Former
                           Participant's Beneficiary shall be his spouse unless
                           such spouse validly consents in writing to a
                           different Beneficiary designation.  The designation
                           of the Beneficiary (or form of payment) cannot
                           be changed without the spouse's consent unless the
                           consent expressly permits designations by the
                           Participant or Former Participant without any further
                           consent of the spouse.  The spouse's consent must
                           acknowledge the effect of the designation and be
                           witnessed by a representative of the Plan or a notary
                           public.

                  (c)      Break in Service: An Employee shall incur a one-year
                           ----------------
                           Break in Service if he completes fewer than 501 Hours
                           of Service during a Computation Period in which his
                           employment terminates, or during any subsequent
                           Computation Period beginning prior to the date on
                           which he is reemployed by an Employer or Related
                           Company.

                  (d)      Company:  Tribune Company, a Delaware corporation,
                           -------
                           or its successor or successors.

                                      -2-

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                  (e)      Compensation:  The base salary, wages and commissions
                           ------------
                           paid to a Covered Employee by his Employer for
                           personal services, excluding bonuses, overtime pay,
                           shift differential amounts, deferred compensation,
                           and special allowances (such as amounts paid to a
                           Participant during an authorized leave of absence,
                           moving expenses, car expenses, tuition reimbursement,
                           meal allowances, the cost of excess group life
                           insurance includible in taxable income, and similar
                           items).  Compensation shall be determined prior to
                           reduction for any contributions made on behalf of the
                           Participant to this Plan or to any plan which is
                           qualified under Section 125 of the Internal Revenue
                           Code. Notwithstanding the foregoing provisions of
                           this paragraph, for any period during which a Covered
                           Employee is a Highly Compensated Employee (as defined
                           in Section 3.3(b) below) and is simultaneously
                           employed as a Covered Employee by two or more
                           Employers, his Compensation for that period from all
                           Employers except the Employer from whom he received
                           the greatest amount of Compensation for that period
                           shall be disregarded in determining his Compensation
                           for purposes of this Plan.  Subject to the above
                           limitations, a Covered Employee's Compensation taken
                           into account for any Plan Year shall be limited to
                           $150,000 or such greater amount as may be determined
                           by the Commissioner of Internal Revenue for that year
                           under Section 401(a)(17) of the Internal Revenue
                           Code. In determining a Participant's compensation for
                           purposes of the immediately preceding sentence, the
                           family aggregation rules of Section 414(q)(6) of the
                           Internal Revenue Code will apply, except that in
                           applying such rules, the term "family" will include
                           only the spouse of the Participant and any lineal
                           descendants of the Participant who have not attained
                           age 19 years before the close of the Plan Year.

                  (f)      Computation Period:  For purposes of determining an
                           ------------------
                           Employee's eligibility to participate in the Plan,
                           his Computation Period shall be the 12 consecutive
                           month period commencing on the date on which he is
                           first employed by an Employer or any Related Company
                           (his "date of hire") and, if he does not complete at
                           least 1,000 Hours of Service during that initial
                           period, then his

                                      -3-


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                           Computation Period shall be each Plan Year beginning
                           after his date of hire. For purposes of determining
                           an Employee's or Participant's Breaks in Service
                           or his nonforfeitable (i.e., vested) right to all or
                           any portion of his Part B or Part C Accounts, his
                           Computation Period shall be the Plan Year.

                  (g)      Contributing Employer:  An Employer designated as a
                           ---------------------
                           Contributing Employer in a resolution of its Board of
                           Directors to which the Administrative Committee has
                           given its written consent in accordance with Section
                           12.1.

                  (h)      Contribution Schedule: The schedule or schedules
                           ---------------------
                           adopted by each Contributing Employer in accordance
                           with Section 12.1 below, setting forth the bases for
                           determining that Contributing Employer's Matching
                           and/or Basic Contributions on behalf of its Covered
                           Employees for purposes of Section 3.1 of the Plan.

                  (i)      Covered Employee:  An Eligible Employee who has
                           ----------------
                           satisfied the requirements for participation in the
                           Plan contained in Section 2.1.

                  (j)      Disabled; Disability: A Participant's total and
                           --------------------
                           permanent inability to engage in any substantial
                           gainful activity by reason of any physical or mental
                           condition which entitles the Participant to
                           Disability Insurance Benefits under the Social
                           Security Act.

                  (k)      Effective Date:  The Plan was originally established
                           --------------
                           effective as of January 1, 1986.  References herein
                           to the "Effective Date" mean, with respect to a
                           particular Employer, the later of January 1, 1986 or
                           the date as of which that Employer adopts the Plan.

                  (l)      Eligible Employee:  Any Employee employed by an
                           -----------------
                           Employer; provided, that an Employee shall not be an
                           Eligible Employee

                           (i)      if he is a Leased Employee;

                                      -4-

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                           (ii)     to the extent that he is covered by a
                                    collective bargaining agreement to which an
                                    Employer is a party and during the
                                    negotiation of which retirement benefits
                                    were the subject of good faith bargaining,
                                    and which does not require his participation
                                    in the Plan;

                           (iii)    to the extent that his terms and conditions
                                    of employment are governed by an employment
                                    agreement that precludes his participation
                                    in the Plan;

                           (iv)     to the extent that any services which he
                                    performs for an Employer are performed as an
                                    employee of a personal service corporation,
                                    professional corporation or similar
                                    intervening corporate entity, regardless of
                                    whether the validity of that corporate
                                    entity is subsequently nullified by the
                                    Internal Revenue Service or any court; or

                           (v)      to the extent that the provisions of any
                                    applicable Supplement preclude his
                                    participation.

                  (m)      Employee:  Any common law employee of an Employer or
                           --------
                           of any Related Company, and any Leased Employee.

                  (n)      Employer:  The Company and any Related Company which
                           --------
                           adopts the Plan with the consent of the
                           Administrative Committee, as provided in Section
                           12.1.

                  (o)      ERISA: The Employee Retirement Income Security Act of
                           -----
                           1974, as from time to time amended, and as construed
                           and interpreted by valid regulations or rulings
                           issued thereunder.

                  (p)      Forfeitures: The term "Forfeiture" as used in the
                           -----------
                           Plan shall mean the amount (if any) by which a
                           Participant's Part B or Part C Account is reduced
                           under Section 7.5, or a Forfeiture arising under
                           Section 7.9(c) below.

                                      -5-

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                  (q)      Former Participant:  A Participant who is no longer
                           ------------------
                           an Eligible Employee, but who has a vested account
                           balance under the Plan which has not been paid in
                           full.

                  (r)      Hours of Service:
                           ----------------

                           (i)      An Employee who is not exempt from minimum
                                    wage and overtime requirements under Section
                                    13(a)(1) of the Fair Labor Standards Act of
                                    1938, as amended, shall be credited with one
                                    Hour of Service for:

                                    (A)     each hour for which he is directly
                                            or indirectly paid or entitled to
                                            payment by an Employer or a Related
                                            Company for the performance of
                                            duties. These hours shall be
                                            credited to the Employee for the
                                            Computation Period in which such
                                            duties are performed;

                                    (B)     each hour for which he is directly
                                            or indirectly paid or entitled to
                                            payment by an Employer or a Related
                                            Company for a period during which
                                            no duties are performed; provided,
                                                                     --------
                                            that no Hours of Service shall be
                                            credited for any payment, or
                                            entitlement thereto, which is made
                                            or due under a plan maintained
                                            solely to comply with applicable
                                            unemployment compensation laws or
                                            which solely reimburses an Employee
                                            for medical or medically related
                                            expenses incurred by the Employee;
                                            provided further, that not more
                                            ----------------
                                            than 501 Hours of Service shall be
                                            credited for any single

                                      -6-

<page>

                                            continuous period during which no
                                            duties are performed. These hours
                                            shall be credited to the appropriate
                                            Computation Period or Periods as
                                            determined under Labor Regulations
                                            Section 2530.200b-2(c)(2) and shall
                                            be computed according to Labor
                                            Regulations Section 2530.200b-2(b),
                                            except that such hours shall, in the
                                            case of an Employee without a
                                            regular work schedule, be computed
                                            on the basis of a 40 hour workweek;

                                    (C)     each hour, other than an hour
                                            credited under subparagraphs (A) or
                                            (B) above, which would have been
                                            credited to an Employee, but for the
                                            fact that the Employee was absent
                                            from work:  (1) by reason of the
                                            pregnancy of such Employee; (2) by
                                            reason of the birth of a child of
                                            such Employee; (3) by reason of the
                                            placement of a child with such
                                            Employee in connection with the
                                            adoption of such child by the
                                            Employee; or (4) for the purpose of
                                            caring for such child for a period
                                            immediately following such birth or
                                            placement.  Such hours shall be
                                            credited solely for the purpose of
                                            determining whether an Employee has
                                            incurred a Break in Service, not
                                            more than 501 Hours of Service shall
                                            be credited by reason of any single
                                            pregnancy or placement and, in

                                      -7-

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                                            the case of an Employee without a
                                            regular work schedule, such hours
                                            shall be computed on the basis of an
                                            eight hour workday.  These hours
                                            shall be treated as Hours of Service
                                            in the Computation Period in which
                                            the absence from work begins if the
                                            Employee would otherwise have
                                            incurred a Break in Service in such
                                            Computation Period solely because of
                                            such absence; otherwise, in the
                                            immediately following Computation
                                            Period. Notwithstanding the
                                            foregoing, no Hours of Service shall
                                            be credited under this subparagraph
                                            unless the period of absence
                                            began for one of the reasons
                                            specified above and the Employee
                                            provides to the Administrative
                                            Committee such timely information as
                                            the Administrative Committee may
                                            reasonably require to establish that
                                            the absence was for one of such
                                            reasons and the number of days for
                                            which there was such an absence;

                                    (D)     each hour, other than an hour
                                            credited under subparagraphs (A)
                                            through (C) above (and not in excess
                                            of 40 hours per week) uring which an
                                            Employee's employment with an
                                            Employer or a Related Company is
                                            interrupted by a period of active
                                            service in the armed forces of the
                                            United States which is

                                      -8-

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                                            covered by the Vietnam Era Veterans'
                                            Readjustment Assistance Act of 1974;
                                            provided, such Employee returns to
                                            --------
                                            active employment with an Employer
                                            or a Related Company prior to the
                                            expiration of the period during
                                            which his reemployment rights are
                                            guaranteed under such Act; and

                                    (E)     each hour for which back pay,
                                            irrespective of mitigation of
                                            damages, has been either awarded or
                                            agreed to by an Employer or a
                                            Related Company, other than an hour
                                            credited to an Employee under
                                            subparagraphs (A) through (D) above.
                                            These hours shall be credited to the
                                            Employee for the Computation Period
                                            to which the award or agreement
                                            pertains rather than to the
                                            Computation Period in which the
                                            award, agreement, or payment was
                                            made.

                           (ii)     Except to the extent otherwise specifically
                                    provided in subparagraphs (B) through (D)
                                    above, an Employee who is exempt from
                                    minimum wage and overtime requirements under
                                    Section 13(a)(1) of the Fair Labor Standards
                                    Act of 1938, as amended, shall be credited
                                    with 45 Hours of Service for each calendar
                                    week during which he would otherwise have
                                    been credited with one Hour of Service under
                                    subparagraph (i) above.

                                      -9-

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                  (s)      Internal Revenue Code:  The Internal Revenue Code of
                           ---------------------
                           1986, as from time to time amended, and as construed
                           and interpreted by valid regulations or rulings
                           issued thereunder.

                  (t)      Investment Committee: The committee of persons
                           --------------------
                           appointed by the Board of Directors of the Company to
                           establish and administer an investment policy for the
                           Plan, which, as of the Restatement Effective Date,
                           was known as the Tribune Company Employee Benefits
                           Investment Committee.

                  (u)      Key Employee:  An Employee who, at any time during
                           ------------
                           the current Plan Year or any of the four immediately
                           preceding Plan Years, is:

                           (i)      an officer of an Employer or of any Related
                                    Company and whose annual Total Compensation
                                    exceeds 50% of the dollar limitation in
                                    effect under Section 415(b)(1)(A) of the
                                    Internal Revenue Code for any such Plan
                                    Year; or

                           (ii)     one of the 10 employees who is an owner (or
                                    is considered an owner under Section 318 of
                                    the Internal Revenue Code) of one of the
                                    largest interests in his Employer and all
                                    Related Companies, and whose annual Total
                                    Compensation exceeds the dollar limitation
                                    in effect under Section 415(c)(1)(A) of the
                                    Internal Revenue Code for any such Plan
                                    Year; or

                           (iii)    a 5% owner of an Employer or a Related
                                    Company; or

                           (iv)     a 1% owner of an Employer or a Related
                                    Company whose annual Total Compensation
                                    exceeds $150,000.

                           For the purposes of subparagraph (i), not more than
                           50 Employees (or, if fewer, the greater of three
                           Employees or 10% of the total number of Employees)
                           shall be treated as

                                      -10-
<page>

                           officers. For the purposes of subparagraph (ii), if
                           two Employees have the same interest in an Employer
                           and all Related Companies, the Employee having the
                           greater annual compensation from the Employer and all
                           Related Companies shall be treated as having the
                           larger interest.

                  (v)      Leased Employee:  Any person who is not otherwise an
                           ---------------
                           Employee and who, pursuant to an agreement between an
                           Employer and any other person (the "leasing
                           organization"), has performed services for the
                           Employer, or for the Employer and related persons
                           (determined in accordance with Section 414(n)(6) of
                           the Internal Revenue Code), on a substantially full
                           time basis for a period of at least one year, and
                           such services are of a type historically performed
                           by employees in the business field of the recipient;
                           provided, that a person shall not be treated as a
                           --------
                           Leased Employee for any Plan Year if:  (i) during
                           such Plan Year, such person is covered by a money
                           purchase pension plan maintained by the leasing
                           organization which provides for immediate
                           participation, full and immediate vesting, and a
                           nonintegrated employer contribution rate of at least
                           10 percent of such Employee's compensation (as
                           defined in Section 414(n) of the Internal Revenue
                           Code), and (ii) leased employees (determined without
                           regard to this proviso) do not constitute more
                           than 20 percent of the Employer's nonhighly
                           compensated workforce (as defined in Section 414(n)
                           of the Internal Revenue Code).

                  (w)      Normal Retirement Date:  A Participant's 65th
                           ----------------------
                           birthday.

                  (x)      Part A Account:  The account balance maintained for a
                           --------------
                           Participant to record his Employer's contributions
                           attributable to his "Salary Reduction Amounts," and
                           adjustments thereto.

                  (y)      Part B Account:  The account maintained for a
                           --------------
                           Participant to record his share of his Employer's
                           "Matching Contributions," and adjustments thereto.

                  (z)      Part C Account:  The account maintained for a
                           --------------
                           Participant to record his share of his Employer's
                           "Basic Contributions," and adjustments thereto.

                                      -11-

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                  (aa)     Participant:  A Covered Employee who has become a
                           -----------
                           Participant in accordance with the provisions of
                           Section 2.1.

                  (bb)     Plan: The Tribune Company Defined Contribution
                           ----
                           Retirement Plan (known prior to the Restatement
                           Effective Date as the Chicago Tribune Tax Deferred
                           Investment Plan for Electricians), as amended and
                           restated effective as of July 1, 1994 as set forth
                           herein, and as amended from time to time thereafter.

                  (cc)     Plan Year:  A calendar year.
                           ---------

                  (dd)     Related Company:  Any corporation or business
                           ---------------
                           organization which is a member of a controlled group
                           of corporations which includes any Employer (as
                           determined under Section 414(b) of the Internal
                           Revenue Code); any corporation or business
                           organization which is under common control with any
                           Employer (as determined under Section 414(c) of the
                           Internal Revenue Code); and any corporation or
                           business organization that is a member of an
                           "affiliated service group" that includes any Employer
                           (as determined under Section 414(m) of the Internal
                           Revenue Code).  For the purpose of applying the
                           limitations set forth in Section 11.1, Sections
                           414(b) and 414(c) of the Internal Revenue Code shall
                           be applied as modified by Section 415(h) thereof.

                  (ee)     Restatement Effective Date:  July 1, 1994.
                           --------------------------

                  (ff)     Service:  An Employee shall be credited with one year
                           -------
                           of Service for each Computation Period during which
                           he completes 1000 or more Hours of Service. In
                           addition, if a person who is employed by a
                           corporation or business organization which is
                           acquired, in whole or in part, by an Employer or a
                           Related Company becomes an Employee as a result of
                           such acquisition, his period or periods of employment
                           with the acquired corporation or business
                           organization prior to the acquisition shall be
                           counted as Service to the extent provided by
                           resolution of the Administrative Committee, but in
                           any event to the extent required by ERISA or the
                           Internal Revenue Code.

                                      -12-

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                  (gg)     Total Compensation. The earned income, wages,
                           ------------------
                           salaries, fees for professional services, and other
                           amounts received by a Participant for personal
                           services actually rendered in the course of his
                           employment with an Employer or a Related Company
                           (including, but not limited to, commissions paid to
                           salesmen, compensation for services based on a
                           percentage of profits, commissions on insurance
                           premiums, tips, and bonuses), but excluding the
                           following:

                           (i)      employer contributions to a plan of deferred
                                    compensation which are not includible in the
                                    Participant's gross income for the taxable
                                    year in which contributed, employer
                                    contributions to a simplified employee
                                    pension plan to the extent such
                                    contributions are deductible by the
                                    Participant, or any distributions from a
                                    deferred compensation plan;

                           (ii)     amounts realized from the exercise of a
                                    non-qualified stock option or when
                                    restricted stock or property held by the
                                    Participant becomes freely transferable or
                                    is no longer subject to a substantial risk
                                    of forfeiture;

                           (iii)    amounts realized from the sale, exchange, or
                                    other disposition of stock acquired under a
                                    qualified stock option;

                           (iv)     any other amounts which received special tax
                                    benefits, or contributions made by the
                                    Participant (whether or not pursuant to a
                                    salary reduction agreement) towards the
                                    purchase of an annuity described in Section
                                    403(b) of the Internal Revenue Code (whether
                                    or not such amounts are actually excludible
                                    from the Participant's gross income); and

                           (v)      any amounts required to be excluded under
                                    Section 415 of the Internal Revenue Code and
                                    the regulations thereunder.

                                      -13-

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                  (hh)     Trustee:  The qualified corporation or national or
                           -------
                           state-chartered banking association appointed by the
                           Investment Committee to administer the Trust Fund
                           pursuant to the terms of the agreement or agreements
                           (the "Trust Agreement") between the Trustee and the
                           Investment Committee (to which the Company may also
                           be a party if requested by the proposed Trustee),
                           which Trust Agreement shall implement and form a part
                           of the Plan.  The Trustee shall serve at the
                           pleasure of the Investment Committee and shall have
                           such rights, powers and duties as shall be set forth
                           in the Trust Agreement.  The Investment Committee
                           shall be acting on behalf of the Company as plan
                           sponsor, in carrying out its responsibilities
                           described in this subparagraph.

                  (ii)     Trust Fund:  The fund or funds established to receive
                           ----------
                           and invest contributions made under the Plan and from
                           which benefits are paid.

                  (jj)     Valuation Date:  The last day of each calendar
                           --------------
                           quarter and such other date that may be designated as
                           a Valuation Date by the Administrative Committee.

                  (kk)     Valuation Period:  The period beginning on the day
                           ----------------
                           after a Valuation Date and ending on the next
                           succeeding Valuation Date.


1.2      Construction

                  Wherever any words are used herein in the masculine gender,
they shall be construed as though they were also used in the feminine gender in
all cases where they would so apply, and wherever any words are used herein in
the singular form they shall be construed as though they were also used in the
plural form in all cases where they would so apply. Headings of sections and
subsections of this Plan are inserted for convenience of reference, are not a
part of this Plan, and are not to be considered in the construction hereof. The
words "hereof," "herein," "hereunder," and other similar compounds of the word
"here" shall mean and refer to the entire Plan, and not to any particular
provision or section.

                                      -14-

<page>

l.3      Plan Supplements

                  The provisions of the Plan may be modified by Supplements to
the Plan. The terms and provisions of each Supplement are a part of the Plan and
supersede the provisions of the Plan to the extent necessary to eliminate
inconsistencies between the Plan and the Supplement.

                                      -15-

<PAGE>



                                    SECTION 2

                                   Eligibility


2.1      Conditions of Eligibility

                  Subject to the conditions and limitations of the Plan, each
Eligible Employee of an Employer who was a Participant in the Plan as of the
Restatement Effective Date will continue as a Participant on and after that
date. Each other Eligible Employee shall become a Covered Employee on the first
"applicable date" (as defined below) coincident with or next following the
latest to occur of (a) the date on which he completes one Year of Service; (b)
the date on which he attains age 21; and (c) the date on which he becomes an
Eligible Employee. An Eligible Employee's "applicable date" hereunder is the
later to occur of the Restatement Effective Date or his Employer's Effective
Date, or (i) any subsequent January 1st or July 1st, with respect to eligibility
for Salary Reduction Amounts and Matching Contributions under Sections 3.1(a)
and (b) below, and (ii) the first day of any subsequent calendar quarter, with
respect to Basic Contributions under Section 3.1(c) below. A Covered Employee
will become a Participant in the Plan as of the first date on which an Employer
contribution has been made to the Plan on his behalf.


2.2      Reemployment

                  (a)      If a Covered Employee incurs a one-year Break in
                           Service and is thereafter reemployed by an Employer
                           as an Eligible Employee, he shall become a Covered
                           Employee as of the date of his reemployment as an
                           Eligible Employee.  Any such Covered Employee shall
                           be eligible to participate in his Employer's
                           contributions to the Plan on the first day of the
                           calendar quarter next following the date on which he
                           again becomes a Covered Employee.  If an Employee who
                           was not a Covered Employee incurs a one-year Break in
                           Service and is thereafter reemployed by an Employer
                           as an Eligible Employee, he shall become a Covered
                           Employee on the later of the date on which he is
                           reemployed or the date on which he meets the
                           requirements set forth in Section 2.1.

                  (b)      A reemployed Employee who had no vested interest in
                           the Plan prior to his Break in Service shall not
                           receive credit for any years of Service completed
                           prior to a Break in Service if such Employee incurred
                           at least five consecutive one-year

                                      -16-
<page>

                           Breaks in Service and the number of such Employee's
                           consecutive one-year Breaks in Service equals or
                           exceeds the number of years of Service credited to
                           him prior to his Break in Service, without regard to
                           any years of Service forfeited as a result of a prior
                           Break in Service.

                  (c)      Each Employer shall notify the Administrative
                           Committee of the reemployment of any Former
                           Participant within 10 days following the date
                           thereof. Upon receipt of such notice of reemployment,
                           the Administrative Committee shall notify the Trustee
                           to suspend distributions to such Former Participant
                           until further notice, and any remaining balances held
                           with respect to such reemployed Former Participant
                           shall not be distributed until they again become
                           distributable pursuant to the provisions of the Plan.


2.3      Loss of Eligibility with Continued Employment

                  The account balances of a Participant who ceases to be an
Eligible Employee, but who continues in the active employ of an Employer or a
Related Company, shall be held in trust until they become distributable pursuant
to Section 4 or on account of such Participant's ceasing to be employed by any
Employer or Related Company. If such Participant shall again become an Eligible
Employee he shall become a Covered Employee on the date on which he regained his
eligibility, and shall be eligible to participate in his Employer's
contributions to the Plan on the first day of the calendar quarter next
following the date on which he again becomes a Covered Employee.


                                      -17-

<PAGE>



                                    SECTION 3

                                  Contributions


3.1      Employer Contributions

                  Subject to the limitations set forth in this Section 3 and in
Section 11.1:

                  (a)      Employer Contribution of Salary Reduction Amounts.
                           -------------------------------------------------
                           Each Employer shall contribute to the Plan, on behalf
                           of each Covered Employee employed by such Employer,
                           an amount equal to the "Salary Reduction Amount" (as
                           defined in Section 3.2) elected by the Covered
                           Employee for each Plan Year, with respect to that
                           Covered Employee's Compensation from that Employer
                           paid during that Plan Year.  Employer contributions
                           of Covered Employees' Salary Reduction Amounts under
                           this paragraph (a) shall be made on a monthly basis
                           in accordance with Section 3.6 below.

                  (b)      Matching Contributions.  Each Contributing Employer
                           ----------------------
                           shall also contribute to the Plan for each calendar
                           month beginning on or after the Restatement
                           Effective Date, on behalf of each Covered Employee of
                           that Contributing Employer, a "Matching Contribution"
                           equal to the "Scheduled Matching Percentage" of the
                           "Matched Salary Reduction Amount" elected by that
                           Covered Employee which was actually contributed to
                           the Plan by that Contributing Employer for the months
                           occurring in that calendar month.  The "Scheduled
                           Matching Percentage" and "Matched Salary Reduction
                           Amount" applicable to Covered Employees of a
                           particular Contributing Employer are set forth in the
                           Contribution Schedule that covers that Contributing
                           Employer.

                           (i)      The amount of any Forfeitures attributable
                                    to an Employer's Matching Contributions that
                                    arise from Participants' Part B Accounts
                                    during a calendar quarter shall be applied
                                    to reduce (i.e., to form a part of) that
                                    Employer's Matching Contribution under this


                                      -18-
<page>

                                    Section 3.1 for the first calendar month
                                    occurring within the following calendar
                                    quarter and, if necessary, for subsequent
                                    consecutive calendar months, to the extent
                                    provided under section 7.5; and that
                                    Contributing Employer's Matching
                                    Contribution for said calendar month, and
                                    any subsequent calendar month, as so reduced
                                    (and as further reduced pursuant to
                                    subparagraph (ii) below if applicable), will
                                    be the actual amount paid to the Trustee
                                    by that Contributing Employer as a Matching
                                    Contribution for that month.

                           (ii)     If all or any portion of the Matched Salary
                                    Reduction Amount contributed by a
                                    Contributing Employer on behalf of a
                                    Covered Employee for any Plan Year must be
                                    returned to the Covered Employee because it
                                    is treated as an excess contribution within
                                    the meaning of Treasury Regulations Sections
                                    1.401(k)-1(f)(2) and (g)(7) or as an excess
                                    deferral within the meaning of Treasury
                                    Regulations Section 1.401(g)-1(e)(1)(iii),
                                    then the amount of any Matching
                                    Contribution by that Contributing Employer
                                    which has already been contributed to the
                                    Trustee and which is attributable to the
                                    returned portion of said Matched Salary
                                    Reduction Amount shall not be credited to
                                    the Participant's Part B Account but instead
                                    shall be applied to reduce the Contributing
                                    Employer's Matching Contribution for that
                                    Plan Year or the following Plan Year.

                  (c)      Basic Contributions.  Each Contributing Employer
                           -------------------
                           shall also contribute to the Plan for each calendar
                           quarter beginning on or after the Restatement
                           Effective Date, on behalf of each Covered Employee of
                           that Contributing Employer, an amount determined in
                           accordance with the Contribution Schedule that covers
                           that Contributing Employer.  The

                                      -19-
<page>

                           amount of any Forfeitures attributable to an
                           Employer's Basic Contributions that arise from
                           Participants' Part C Accounts during a calendar
                           quarter shall be applied to reduce (i.e., to form a
                           part of) that Employer's Basic Contribution under
                           this Section 3.1 for the following calendar quarter
                           and, if necessary, for additional consecutive
                           calendar quarters to the extent provided under
                           Section 7.5; and that Employer's Basic Contribution
                           for said following calendar quarter and any
                           subsequent quarter, as so reduced, will be the actual
                           amount paid to the Trustee as a Basic Contribution
                           for that quarter.


3.2      Salary Reduction Amounts

                  For each Plan Year, each Covered Employee may elect, in such
manner as the Administrative Committee may determine, to have an amount which is
not more than the lesser of 15% of the Covered Employee's Compensation paid
during that Plan Year, or $9,240 (as adjusted for cost-of-living increases under
Internal Revenue Code Section 402(g)(5)), contributed by his Employer on a
before-

tax basis. The amount so elected and contributed (the "Salary Reduction Amount")
shall be applied to reduce such Covered Employee's Compensation (except for
determining the actual amount of the reduction and the maximum Salary Reduction
Amount eligible for an Employer Matching Contribution) for the Plan Year with
respect to which such contribution is made. A new Covered Employee may make his
initial election under this Section 3.2, at such time and in such manner as the
Administrative Committee may establish, effective as of his applicable date
under Section 2.1 or as of any January 1 or July 1 thereafter on which he is a
Covered Employee of an Employer. A Participant whose election under this Section
3.2 is already in effect may elect to increase or decrease the rate of his
Salary Reduction Amount contributions (including an election to suspend or
resume such contributions), within the limitations specified above, as of the
first pay period commencing on or next following the first day of any calendar
quarter. Should the Administrative Committee at any time determine that the
Salary Reduction Amount elected by a Covered Employee exceeds the limitations
found in Section 3.3(c) hereof, any excess (and any earnings allocable thereto)
shall be distributed to him in cash as soon as practicable after such excess is
discovered, but in no event later than the March 15 following the close of the
Plan Year in which such excess Salary Reduction Amount was contributed.

                                      -20-

<page>

3.3      Limitations Applicable to Highly Compensated Employees

                  (a)      If the contributions that would be made under Section
                           3.1 on behalf of any Highly Compensated Employees
                           would exceed the applicable Maximum Deferral
                           Limitation for any Plan Year under paragraph (c) or
                           (d) below, the Salary Reduction Amounts elected by
                           such Highly Compensated Employees, and/or the
                           Employer Matching Contributions attributable thereto,
                           shall be reduced as provided in paragraph (c) and/or
                           (d) below, as applicable.

                  (b)      For the purposes of this Section 3.3:

                           (i)      the term "Highly Compensated Employee" means
                                    any Covered Employee who during the current
                                    or immediately preceding Plan Year:

                                    (A)     was a five percent or greater owner
                                            of an Employer or Related Company;

                                    (B)     received Annual Compensation of more
                                            than $99,000 (or such greater amount
                                            as may be determined by the
                                            Commissioner of Internal Revenue for
                                            that Plan Year) from an Employer or
                                            Related Company;

                                    (C)     received Annual Compensation of more
                                            than $66,000 (or such greater amount
                                            as may be determined by the
                                            Commissioner of Internal Revenue for
                                            that Plan Year) from an Employer or
                                            Related Company and was in the
                                            top-paid 20 percent of employees; or

                                      -21-

<page>

                                    (D)     was an officer of an Employer or
                                            Related Company receiving Annual
                                            Compensation in excess of 50 percent
                                            of the limitation in effect for that
                                            year under Internal Revenue Code
                                            415(b)(1)(A)); provided that for
                                            purposes of this subparagraph (D),
                                            no more than 50 employees (or if
                                            lesser, the greater of three
                                            employees or ten percent of the
                                            employees) shall be treated as
                                            officers.

                                    If a Covered Employee meets the
                                    qualifications set forth in subparagraph
                                    (A), (B), or (C) next above for the current
                                    Plan Year, but did not meet any of such
                                    qualifications for the preceding Plan Year,
                                    he shall not be deemed a Highly Compensated
                                    Employee under this subparagraph unless he
                                    is one of the 100 employees paid the highest
                                    Annual Compensation during the current Plan
                                    Year.

                           (ii)     The term "Average Contribution Percentage"
                                    of a group of Covered Employees for a Plan
                                    Year means the average of the contribution
                                    ratios (determined separately for each
                                    Covered Employee in such group) of (1) to
                                    (2), where (1) equals the Employer Matching
                                    Contributions allocated and credited to
                                    the Covered Employee's Part B Account for
                                    such plan year, and (2) equals the Covered
                                    Employee's Annual Compensation for such Plan
                                    Year.

                           (iii)    The term "Average Deferral Percentage" of a
                                    group of Covered Employees for a Plan Year
                                    means the average of the deferral ratios
                                    (determined separately for each Covered

                                      -22-

<page>
                                    Employee in such group) of (1) to (2), where
                                    (1) equals the Salary Reduction Amounts
                                    elected by and contributed on behalf of such
                                    Covered Employee for such Plan Year, and (2)
                                    equals the Covered Employee's Annual
                                    Compensation for such Plan Year.

                           (iv)     The term "Annual Compensation" means, with
                                    respect to any Participant for any Plan
                                    Year, the sum of his Total Compensation,
                                    plus elective and salary reduction
                                    contributions made on his behalf pursuant to
                                    Internal Revenue Code Sections 125 and
                                    401(k), for that Plan Year, but excluding
                                    such compensation in excess of $150,000 (or
                                    such greater amount as may be determined by
                                    the Commissioner of Internal Revenue for
                                    that Plan Year).  For purposes of applying
                                    the maximum dollar limitation on Annual
                                    Compensation in accordance with the
                                    preceding sentence, the family aggregation
                                    rules of Section 414(q)(6) of the Internal
                                    Revenue Code will apply, except that in
                                    applying such rules, the term "family" will
                                    include only the spouse of the Participant
                                    and any lineal descendants of the
                                    Participant who have not attained age 19
                                    years before the close of the Plan Year.

                           (v)      The Term "Family Member" means an individual
                                    described in Internal Revenue Code
                                    Section 414(q)(6).

                  (c)      The Average Deferral Percentage of the Highly
                           Compensated Employees for any Plan Year may not
                           exceed the greater of:

                           (i)      the Average Deferral Percentage of all other
                                    Covered Employees for such Plan Year
                                    multiplied by 1.25; or

                                      -23-

<page>

                           (ii)     the Average Deferral Percentage of all other
                                    Covered Employees for such Plan Year
                                    multiplied by 2.0; provided that the Average
                                    Deferral Percentage of the Highly
                                    Compensated Employees for such Plan Year
                                    does not exceed that of all other Covered
                                    Employees for that Plan Year by more than
                                    two percentage points.

                           The Administrative Committee may, from time to time,
                           monitor the Covered Employees' Salary Reduction
                           Amounts to determine whether the foregoing limitation
                           will be satisfied and, to the extent necessary to
                           ensure compliance with such limitation, may reduce,
                           on a pro rata basis, the applicable percentage of
                           future Compensation to be withheld for the Highly
                           Compensated Employees. If for a Plan Year the Salary
                           Reduction Amounts made on behalf of Highly
                           Compensated Employees exceed the foregoing
                           limitation, the Administrative Committee shall refund
                           the excess Salary Reduction Amounts made on behalf of
                           Highly Compensated Employees in the order of their
                           deferral ratios (as defined in Section 3.3(b)(iii))
                           beginning with the highest ratio, to the extent
                           necessary to meet the foregoing limitation. Any such
                           excess Salary Reduction Amount (and the earnings
                           thereon) shall be refunded in cash as soon as
                           practicable after such excess is discovered, but in
                           no event later than the March 15 following the close
                           of the Plan Year. The trust earnings allocable to
                           such excess Salary Reduction Amounts shall equal the
                           sum of the allocable gain or loss for the Plan Year
                           and the allocable gain or loss for the period between
                           the end of the Plan Year and the date the excess
                           Salary Reduction Amounts are distributed. The
                           earnings allocable to an excess Salary Reduction
                           Amount for the Plan Year shall be determined by
                           multiplying the income for the Plan Year allocable to
                           the Part A Account of each Highly Compensated
                           Employee having an excess Salary Reduction Amount by
                           a fraction. The numerator of the fraction shall be
                           the excess Salary Reduction Amount made by the Highly
                           Compensated Employee and the denominator shall be the
                           Highly Compensated Employee's Part A Account balance
                           as of the last day of the Plan Year, reduced by the
                           gain

                                      -24-

<page>
                           allocable to such amount for the Plan Year and
                           increased by any loss allocable to such account for
                           the Plan Year. The earnings allocable to the excess
                           Salary Reduction Amount for the period between the
                           end of the Plan Year and the date on which such
                           excess Salary Reduction Amount is distributed shall
                           be determined under the same fractional method
                           described above or under the 10 percent safe harbor
                           method described in Treasury Regulations Section
                           1.401(k)-1. If a Highly Compensated Employee who must
                           receive a refund of an excess Salary Reduction Amount
                           also contributed for the same plan year a Salary
                           Reduction Amount in excess of $9,240 (as adjusted for
                           cost-of-living increases), the distributions of such
                           excess amounts shall be coordinated in accordance
                           with Treasury Regulations Section
                           1.401(k)-1(f)(5)(i).

                  (d)      The Average Contribution Percentage of Highly
                           Compensated Employees for any Plan Year may not
                           exceed the greater of:

                           (i)      the Average Contribution Percentage of all
                                    other Covered Employees for such Plan Year
                                    multiplied by 1.25; or

                           (ii)     the Average Contribution Percentage of all
                                    other Covered Employees for such Plan Year
                                    multiplied by 2.0; provided that the Average
                                    Contribution Percentage of Highly
                                    Compensated Employees does not exceed that
                                    of all other Covered Employees by more than
                                    two percentage points.

                           If for a Plan Year the Employer Matching
                           Contributions made on behalf of Highly Compensated
                           Employees exceed the foregoing limitation, the
                           Administrative Committee shall reduce excess Employer
                           Matching Contributions made on behalf of Highly
                           Compensated Employees, in the order of their
                           contribution ratios (as defined in Section
                           3.3(b)(ii)), beginning with the highest ratio, to the
                           extent necessary to meet the foregoing limitation.
                           Such excess Employer Matching Contributions (and
                           earnings thereon), shall be distributed in cash as
                           soon as practicable after such excess is

                                      -25-

<page>
                           discovered but in no event later than the March 15
                           following the close of the Plan Year, to the Highly
                           Compensated Employees to whose Part B Accounts the
                           excess Employer Matching Contributions were
                           allocated. The trust earnings allocable to excess
                           Employer Matching Contributions shall equal the sum
                           of the allocable gain or loss for the Plan Year and
                           the allocable gain or loss for the period between the
                           end of the Plan Year and the date the excess Employer
                           Matching Contributions are distributed or forfeited.
                           The earnings allocable to excess Employer Matching
                           Contributions for the Plan Year shall be determined
                           by multiplying the income for the Plan Year allocable
                           to the Part B Account of each Highly Compensated
                           Employee having excess Employer Matching
                           Contributions by a fraction. The numerator of the
                           fraction shall be the excess Employer Matching
                           Contributions allocated to the Highly Compensated
                           Employee and the denominator shall be the Highly
                           Compensated Employee's Part B Account balance as of
                           the last day of the Plan Year, reduced by the gain
                           allocable to such account for the Plan Year and
                           increased by any loss allocable to such account for
                           the Plan Year. The earnings allocable to excess
                           Employer Matching Contributions for the period
                           between the end of the Plan Year and the date on
                           which such excess Employer Matching Contributions are
                           distributed or forfeited shall be determined under
                           the same fractional method described above or under
                           the 10 percent safe harbor method described in
                           Treasury Regulations Section 1.401(m)-1.

                  (e)      Special Rules:  For purposes of this Section 3.3, if
                           -------------
                           a Highly Compensated Employee was eligible to
                           participate during a Plan Year in any other plan
                           subject to the limitations described in this Section
                           3.3, any Salary Reduction Amount made on behalf of
                           the Highly Compensated Employee for the Plan Year
                           under such other plan shall be treated as if made
                           under this Plan for purposes of determining his
                           deferral ratio, and any employee after-tax
                           contributions and Employer Matching Contributions
                           allocated to the Highly Compensated Employee's
                           accounts under such other plan for the Plan Year
                           shall be treated as if made under this Plan for
                           purposes of determining his contribution ratio.  If a

                                      -26-

<PAGE>

                           Highly Compensated Employee is a 5% or greater owner
                           of an Employer or Related Company or one of the 10
                           employees paid the highest Annual Compensation during
                           the Plan Year, and a Family Member of the Highly
                           Compensated Employee is a Covered Employee, the
                           Highly Compensated Employee's deferral ratio and
                           contribution ratio shall be determined in accordance
                           with Treasury Regulations Sections
                           1.401(k)-1(g)(1)(ii)(C) and 1.401(m)-1(f)(1)(ii)(C).

                  (f)      Multiple Use of Alternative Limitation. If multiple
                           use of the limitations described in Section
                           3.3(c)(ii) and Section 3.3(d)(ii) above occurs as
                           defined under Treasury Regulations Section
                           1.401(m)-2(b), such multiple use shall be corrected
                           in the manner described in Treasury Regulations
                           Section 1.401(m)-2(c).


3.4      Limitations on Employer Contributions

                  Notwithstanding anything herein to the contrary, the
Employers' contributions for any Plan Year may not exceed the maximum deduction
allowable for such contributions, and are conditioned upon their deductibility,
under Section 404 of the Internal Revenue Code for the taxable year ending with
or within such Plan Year.


3.5      Form of Employer Contributions

                  Employer contributions under Section 3.1 shall be made in
cash.


3.6      Payment of Employer Contributions

                  Employer contributions of Salary Reduction Amounts under
Section 3.1(a) above, and Employer Matching Contributions under Section 3.1(b)
above, shall be made on a monthly basis and shall be due within 25 days after
the end of that month. Employer Basic Contributions under Section 3.1 above
shall be made on a quarterly basis, and shall be due within 25 days of the end
of that calendar quarter.


3.7      Nonreversion

                  In no event shall the principal or income of the Trust Fund be
paid to or revert to an Employer, directly or indirectly; provided, that:

                                      -27-

<page>

                  (a)      any Employer contribution which is made under a
                           mistake of fact may be returned to the Employer
                           within one year of payment;

                  (b)      any Employer contribution which is conditioned upon
                           the deductibility of such contribution under Section
                           404 of the Internal Revenue Code, if such deduction
                           is thereafter disallowed, in whole or in part, may be
                           returned to the Employer within one year after denial
                           of such deduction; and

                  (c)      an Employer contribution conditioned upon the initial
                           qualification of the Plan with respect to that
                           Employer under Section 401(a) of the Internal Revenue
                           Code, if the Plan does not so qualify, may be
                           returned to the Employer within one year after such
                           qualification is denied.

The amount of any contribution that may be returned to an Employer pursuant to
subparagraph (a) or (b) above must be reduced by any portion thereof previously
distributed from the Trust Fund and by any losses of the Trust Fund allocable
thereto, and in no event may the return of such contribution cause any
Participant's account balances to be less than the amount of such balances had
the contribution not been made under the Plan. With respect to paragraphs (b)
and (c) above, each employer hereby declares its intention and action that every
contribution by it to the Plan shall be conditioned upon the deductibility of
that contribution or the initial qualification of the Plan, respectively, unless
expressly provided to the contrary by the Employer, in writing as to a
particular contribution. To the extent that any amount so returned consists of a
Salary Reduction Amount elected by a Participant, it shall then be paid to such
Participant by the Employer.


-28-


<PAGE>



                                    SECTION 4

                              Loans and Withdrawals


4.1      Loans

                  Prior to the Restatement Effective Date, the Plan permitted
the Administrative Committee, upon the written application of a Participant but
otherwise in the discretion of the Administrative Committee, to direct the
Trustee to lend a limited amount from the Trust Fund to such Participant. No
such loans will be permitted to be made on or after the Restatement Effective
Date, but the provisions of the Plan (including any rules adopted by the
Administrative Committee) as in effect immediately prior to the Restatement
Effective Date which were then applicable to any such loan made prior to the
Restatement Effective Date (and not then fully repaid), shall continue to apply
to that loan after the Restatement Effective Date until the loan is fully repaid
in accordance with such provisions. The Administrative Committee may subject a
loan to such additional terms and conditions not inconsistent with the foregoing
as it may deem necessary or desirable; provided, that such terms and conditions
shall be uniformly applied to all similarly situated Participants employed by
the same Employer.


4.2      Accounting for Loans

                  Loans to a Participant shall be accounted for as directed
investments of the Participant's Part A Account. The amount of such loans shall
not be considered as a part of the Participant's Part A Account balance for the
purpose of allocating earnings or losses of the Trust Fund, and all payments of
principal and interest shall be credited to the accounts from which such loans
are made.


4.3      Hardship Withdrawals

                  (a)      Subject to the approval of the Administrative
                           Committee, a Participant may request a withdrawal of
                           any part or all of the balance of his Part A Account
                           in the event of financial hardship; provided, that
                           the amount of any such withdrawal may not exceed the
                           sum of the previously contributed Salary Reduction
                           Amounts then credited to the Participant's Part A
                           Account, plus the earnings thereon that were credited
                           to his Part A Account prior to l989.  A withdrawal
                           requested under this Section 4.3 shall be permitted
                           by the Administrative Committee only if, in the
                           determination of

                                      -29-

<page>
                           the Administrative Committee, such withdrawal is
                           necessary in light of immediate and heavy
                           financial needs of the Participant occasioned by:

                           (i)      medical expenses incurred by such
                                    Participant or his immediate family, or
                                    necessary for such Participant or his
                                    immediate family to obtain medical care,
                                    which are not covered by insurance;

                           (ii)     the purchase of a primary residence in which
                                    the Participant will live; or

                           (iii)    circumstances of the Participant
                                    constituting a financial hardship which the
                                    Administrative Committee determines is
                                    comparable to or greater than the hardships
                                    described in subparagraphs (i) and (ii)
                                    above and constitutes a permissible hardship
                                    under Section 401(k) of the Internal Revenue
                                    Code.

                           The amount deemed required to meet an immediate and
                           heavy financial need of a Participant shall include
                           any amounts necessary to pay any federal, state or
                           local income taxes or penalties reasonably
                           anticipated to result from the withdrawal. A
                           withdrawal shall not be permitted by the
                           Administrative Committee pursuant to this Section 4.3
                           to the extent that the amount requested exceeds the
                           amount determined by the Administrative Committee as
                           being required to meet the Participant's immediate
                           financial need created by the hardship, or to the
                           extent that the Administrative Committee determines
                           that such amounts are reasonably available from the
                           Participant's other resources. Only one withdrawal
                           pursuant to this Section 4.3 may be made by a
                           Participant during any Plan Year. A Participant who
                           makes a withdrawal pursuant to this Section 4.3 shall
                           not be eligible to have Salary Reduction Amounts
                           contributed to the Plan on his behalf (and thus shall
                           not be eligible to participate in any further
                           Employer Matching Contributions to the Plan) for a
                           period of one year following the date of such
                           withdrawal.

                                      -30-

<page>

                  (b)      A request for a withdrawal under this Section 4.3
                           shall be submitted in writing signed by the
                           Participant or his legal representative, shall
                           describe fully the circumstances which are deemed to
                           justify the payment and the amounts necessary to
                           alleviate the hardship, and shall be accompanied by
                           such other documentation as may be requested by the
                           Administrative Committee.  The Administrative
                           Committee shall require as a condition of any
                           withdrawal under this Section 4.3 the Participant's
                           written and signed representation that the
                           immediate and heavy financial need cannot reasonably
                           be relieved (without thereby increasing the amount of
                           the need) through reimbursement or compensation by
                           insurance or otherwise, by liquidation of the
                           Participant's assets, by cessation of Salary
                           Reduction Amounts under the Plan, or by other
                           distributions or nontaxable (when made) loans from
                           employee benefit plans maintained by the Employers
                           and Related Companies, or by borrowing from
                           commercial sources on reasonable commercial terms in
                           an amount sufficient to satisfy the need.  Any
                           decision made by the Administrative Committee
                           pursuant to this section 4.3 shall be final,
                           conclusive, and binding upon the Participant.


4.4      Withdrawals Due to Disability or After Age 59-1/2

                  A Participant who is Disabled or has attained age 59-1/2 may
elect to receive a distribution of the entire amounts credited to his accounts
as of any Valuation Date. Any such election shall be made in writing filed with
the Administrative Committee at least 30 days prior to the date as of which such
distribution is to be made, and shall become irrevocable on the 30th day
immediately preceding the distribution date. A Participant who withdraws the
balances credited to his accounts pursuant to this Section 4.4 shall not be
eligible to have Salary Reduction Amounts contributed to the Plan on his behalf
(and thus shall not be eligible to participate in any further Employer Matching
Contributions to the Plan) for a period of one year following the date of such
withdrawal.

                                      -31-

<PAGE>



                                    SECTION 5

                                Investment Funds


5.1      Investment Funds

                  The Investment Committee may from time to time direct the
Trustee to divide the Trust Fund into two or more separate "Investment Funds,"
to be maintained in accordance with such investment policies as may from time to
time be adopted by the Investment Committee and communicated to the Trustee;
provided, that during any period as to which no such direction from the
Investment Committee is in effect, no separate Investment Funds shall be
established and any reference in the Plan to the Investment Funds or to an
Investment Fund shall be treated as a reference to the Trust Fund. The
Investment Committee may at any time terminate any Investment Fund. Earnings
with respect to each Investment Fund shall be retained in that Fund and shall be
reinvested as a part thereof.


5.2      Investment Elections

                  The Administrative Committee shall establish such rules and
procedures as it may deem necessary or desirable to allow Participants, Former
Participants, and their Beneficiaries to direct the investment of their accounts
among one or more Investment Funds. Each investment direction shall be made in
such manner and at such time as the Administrative Committee shall determine,
and shall be effective only in accordance with such rules as shall be
established from time to time by the Administrative Committee; and the
Administrative Committee shall direct the Trustee to make investments in
accordance with such investment directions. The Trustee shall be entitled to
rely upon the validity and accuracy of all directions received by it from the
Administrative Committee. Notwithstanding any other provision herein to the
contrary, during any period in which a Participant has not made his initial
election as to the investment of his accounts, he shall be deemed to have
elected that 100% of the net credit balance in his accounts be invested in the
Investment Fund that is reasonably expected by the Administrative Committee
(after consultation with the Investment Committee) to provide the greatest
degree of preservation of principal together with necessary liquidity (the
"default fund"). During the period between the date a contribution on behalf of
a Participant under Section 3.1 above is received by the Trustee and the date
such amount is later credited to that Participant's appropriate account under
Section 6 below, that amount will be invested as soon as practicable after its
receipt by the Trustee in accordance with the Participant's investment election
that is then effective.

                                      -32-

<page>

5.3      Investments in Collectibles

                  Notwithstanding any other provision of this Plan, or of any
agreement or agreements pursuant to which the Trust Fund is maintained, no
portion of any Investment Fund shall be invested in "collectibles," as such term
is defined in Section 408(m) of the Internal Revenue Code.

                                      -33-

<PAGE>



                                    SECTION 6

  Allocation of Employer Contributions and Adjustment of Participants' Accounts


6.1      Participants' Accounts

                  The Administrative Committee shall establish and maintain
separate accounts for each Participant, showing separately:

                  (a)      his share of his Employer's contributions
                           attributable to his Salary Reduction Amounts (the
                           "Part A Account");

                  (b)      his share of his Contributing Employer's Matching
                           Contributions (the "Part B Account"), if applicable;

                  (c)      his share of his Contributing employer's Basic
                           Contributions (his "Part C Account"); and

                  (d)      his interest in assets received by the Trustee as a
                           rollover contribution pursuant to the terms of
                           Section 6.4 (his "Rollover Account"), if applicable.


6.2      Certain Employer Contributions Deemed Made on Last Day of Valuation
         Period

                  For purposes of this Section 6, Employer Contributions for a
period ending within a Valuation Period which are actually made after that
Valuation Period, will be considered to have been made on the last day of that
Valuation Period.


6.3      Adjustment of Participants' Accounts

                  (a)      As of each Valuation Date, the Trustee shall
                           determine (as provided in the Trust Agreement) the
                           fair market value of each Investment Fund and shall
                           give written notice thereof to the Administrative
                           Committee. After receiving such notice from the
                           Trustee, the Administrative Committee shall determine
                           the increase or decrease in the net worth of each
                           Investment Fund for the Valuation Period by deducting
                           from the fair market value thereof the sum of:

                                      -34-

<page>
                           (i)      all contributions, transfers and loan
                                    repayments (principal and interest) credited
                                    by the Trustee to such Investment Fund
                                    during the Valuation Period; and

                           (ii)     the fair market value of such Investment
                                    Fund as of the next preceding valuation,
                                    reduced by any distributions, withdrawals,
                                    transfers or other proper payments from the
                                    Investment Fund made during the Valuation
                                    Period.

                           The increase or decrease in the net worth of each
                           such Investment Fund for the Valuation Period shall
                           then be credited or charged to the Participants'
                           account balances invested in such fund as (and to the
                           extent) provided in paragraph (b).

                  (b)      The Administrative Committee, after determining the
                           increase or decrease in the net worth of each
                           Investment Fund, shall make the following adjustments
                           in Participants' account balances invested in such
                           funds as soon as practicable after each Valuation
                           Date:

                           (i)      First: Credit the Part A Account of each
                                    -----
                                    Participant invested in each Investment Fund
                                    with the Salary Reduction Amounts
                                    contributed on behalf of the Participant and
                                    invested in such Investment Fund during the
                                    Valuation Period;

                           (ii)     Second: After making the adjustments
                                    ------
                                    described above, credit the appropriate
                                    accounts of each Participant invested in
                                    each such Investment Fund with (A) the
                                    Employer Matching Contributions made on
                                    behalf of the Participant and (B) any
                                    rollover contributions received by the
                                    Trustee on behalf of the Participant
                                    pursuant to Section 6.4 below, invested in
                                    such Investment Fund during the Valuation
                                    Period;

                                      -35-


<page>
                           (iii)    Third: After making the adjustments
                                    -----
                                    described above, allocate to the accounts of
                                    each Participant his share of the increase
                                    or decrease for the Valuation Period in the
                                    net worth of each such Investment Fund in
                                    which his accounts are invested on the basis
                                    of the ratio that his account balances
                                    invested in such Investment Fund bear to the
                                    total of all account balances invested in
                                    such Investment Fund;

                           (iv)     Fourth:  After making the adjustments
                                    ------
                                    described above, credit the appropriate
                                    accounts of each Participant invested in
                                    each such Investment Fund with (A) the
                                    Employer Basic Contributions made on behalf
                                    of, or allocable to, the Participant and
                                    invested in such Investment Fund during the
                                    Valuation Period, and (B) the amount of any
                                    principal and interest payments made by the
                                    Participant during the Valuation Period on
                                    loans previously made to such Participant,
                                    which is invested in such Investment Fund;

                           (v)      Fifth: After making the adjustments
                                    -----
                                    described above, reduce the account balances
                                    of each Participant invested in each such
                                    Investment Fund by the amount of any
                                    distributions, withdrawals, or other proper
                                    payments from such Investment Fund requested
                                    during the Valuation Period by or on behalf
                                    of the Participant;

                           (vi)     Sixth:  After making the adjustments
                                    -----
                                    described above, reduce the account balances
                                    of each Participant invested in each such
                                    Investment Fund by any amounts which the
                                    Participant elects during the Valuation
                                    Period to have transferred from such
                                    Investment Fund to another Investment Fund
                                    as of the first day of the following
                                    Valuation Period,

                                      -36-
<page>

                                    and increase the account balances of each
                                    Participant invested in each such Investment
                                    Fund by any amounts which the Participant
                                    elects during the Valuation Period to have
                                    transferred to such Investment Fund as of
                                    the first day of the following Valuation
                                    Period; and

                           (vii)    Seventh:  After making the adjustments
                                    -------
                                    described above, credit the appropriate
                                    accounts of any reemployed Participant with
                                    the amounts of any repayments of prior
                                    distributions from those accounts,
                                    respectively, made by the Participant during
                                    the calendar quarter ending on that
                                    Valuation Date, and with the amount of any
                                    Forfeitures to be reinstated to those
                                    accounts as of that Valuation Date,
                                    pursuant to Section 7.5.

                  (c)      The accounts of Participants, Former Participants,
                           and beneficiaries, as adjusted in accordance with
                           this Section, shall be determinative of the value of
                           the interest of each Participant, Former Participant,
                           and Beneficiary in the Trust Fund for all purposes
                           until a subsequent determination is made by the
                           Administrative Committee.


6.4      Receipt of Rollover Contributions

                  At the direction of the Administrative Committee and in
accordance with such rules as the Administrative Committee may establish from
time to time, the Trustee, on behalf of an Eligible Employee, may receive and
hold as a rollover contribution any distribution that qualifies as an eligible
rollover distribution (as defined in Section 402(c)(4) of the Internal Revenue
Code) from an eligible retirement plan (as defined in Section 401(c)(8) of the
Internal Revenue Code).


6.5      Statement of Accounts

                  As soon as practicable after each Valuation Date which occurs
at the end of a Plan Year, the Administrative Committee will provide each
Participant with a statement reflecting the condition of his accounts under the
Plan as of that date. The Administrative Committee in its discretion may decide
to provide Participants with such

                                      -37-


<PAGE>

statements at more frequent intervals, also ending on Valuation Dates. No
Participant, except a person authorized by the Company or the Administrative
Committee, shall have the right to inspect the records reflecting the account
of any other Participant.


                                      -38-

<PAGE>



                                    SECTION 7

                                    Benefits


7.1      Settlement Date

                  A Participant's "settlement date" will be the date on which
the Participant's employment with all of the Employers and Related Companies is
terminated because of the first to occur of the following:

                  (a)      Normal or Late Retirement:  The date of the
                           -------------------------
                           Participant's retirement on or after attaining his
                           Normal Retirement Date.

                  (b)      Disability Termination:  The date of the
                           ----------------------
                           Participant's termination of employment at any age
                           prior to his Normal Retirement Date due to a
                           Disability.

                  (c)      Death:  The date of the Participant's death.
                           -----

                  (d)      Resignation or Dismissal:  The date the Participant
                           ------------------------
                           resigns or is dismissed for a reason other than
                           normal or late retirement or disability termination.


7.2      Retirement or Disability Termination

                  If a Participant's employment with the Employers and Related
Companies is terminated because of retirement or disability termination under
Section 7.1(a) or (b), respectively, the amount available for distribution from
all of his accounts shall be determined in accordance with Section 7.7 and shall
be distributable to him under Section 7.6.


7.3      Death

                  (a)      If a Participant dies, the Participant's Beneficiary
                           shall have a nonforfeitable right to receive the full
                           amount available for distribution from all of the
                           Participant's accounts.

                  (b)      Each Participant shall designate, upon forms provided
                           by and filed with the Administrative Committee, the
                           Beneficiary of any benefits available hereunder upon
                           his death. Subject to the provisions of Section
                           1.1(b), a

                                      -39-
<page>

                           Participant may change such designation of
                           Beneficiary from time to time by written notice to
                           the Administrative Committee, and any death benefits
                           payable hereunder and not effectively disposed of
                           pursuant to a valid Beneficiary designation shall be
                           distributed in the following priority:

                           (i)      to the Participant's spouse living at his
                                    death, if any; otherwise,

                           (ii)     to the Participant's estate.


7.4      Resignation or Dismissal

                  If a Participant resigns or is dismissed from the employ of
the Employers and Related Companies before retirement or disability termination
under Section 7.1(a) or (b) above, the amount available for distribution shall
be determined in accordance with Section 7.7, except that the balance in the
Participant's Part B and Part C Accounts as at the Valuation Date coincident
with or next following the Participant's settlement date (after all adjustments
required under the Plan as of that Valuation Date have been made) will be
further adjusted by multiplying each of said balances by the Participant's
"nonforfeitable percentage" at his settlement date. A Participant's
nonforfeitable percentage will be determined in accordance with the following
table based on his number of years of Service at his settlement date:

              If the Participant's
               number of years of               Then his nonforfeitable
                  Service is:                    percentage shall be:
                  -------------                  --------------------

                  Less than one                            0%
                       One                                20%
                       Two                                40%
                      Three                               60%
                      Four                                80%
                  Five or more                           100%

The resulting amount available for distribution from the Participant's accounts,
including the adjusted nonforfeitable balances in the Participant's Part B and
Part C Accounts after the adjustments described above, will be distributable to
the Participant under subsection 7.6.

                                      -40-

<page>

7.5      Forfeitures

                  The amount (if any) by which a Participant's Part B or Part C
Account is reduced under Section 7.4 shall be a "Forfeiture."

                  (a)      A Forfeiture shall be treated as a separate account
                           (not subject to adjustment under paragraph 6.3(b)
                           above) until the Valuation Date coincident with or
                           next following the Participant's settlement date, and
                           then (unless (i) the Participant has been reemployed
                           by an Employer or Related Company on or before that
                           Valuation Date and before any distribution has been
                           made to him pursuant to Section 7.6 below or (ii) the
                           Forfeiture is to be applied in accordance with
                           Section 7.9(c) or paragraph (b) below) the portion of
                           such Forfeiture attributable to the prior Matching or
                           Basic Contributions (depending on whether the
                           Forfeiture arose from the Participant's Part B or
                           Part C Account) of each Contributing Employer shall
                           be applied to reduce that Contributing Employer's
                           Matching or Basic Contributions (as the case may be)
                           for the next following calendar quarter pursuant to
                           Section 3.1(b) or 3.1(c) above, respectively.  The
                           portion of any Forfeiture attributable to the prior
                           contributions of any Contributing Employer shall be
                           taken as that portion of such Forfeiture which the
                           contributions made by that Contributing Employer and
                           credited to the related Part B or Part C Account of
                           the Participant with respect to whom the Forfeiture
                           arose bear to the total contributions of all
                           Contributing Employers that were credited to that
                           account.

                  (b)      If the Participant is reemployed by an Employer or
                           Related Company before the Participant incurs five
                           consecutive Breaks in Service, the amount of the
                           Forfeiture arising from that Participant's Part B or
                           Part C Account may be reinstated as described below
                           in this paragraph (b).  Such Participant may repay to
                           the Trustee (within five years after reemployment)
                           the total amount distributed to him from all of his
                           accounts, and the Forfeiture which arose from any
                           such account as a result of his earlier termination
                           of employment shall be credited to that account, as
                           of the Valuation Date coincident with or next
                           following the date of

                                      -41-
<page>

                           repayment in accordance with subparagraph
                           6.3(b)(vii).  Forfeitures which are to be credited to
                           a Participant's Part B or Part C Account as of a
                           Valuation Date under this paragraph (b) shall be
                           drawn first from Forfeitures otherwise to be applied
                           to reduce Employer Matching or Basic Contributions,
                           respectively, as of that date under this
                           paragraph (b) (after any application of Forfeitures
                           under Section 7.9(c); and then from special employer
                           contributions which shall be made as of that date
                           to the extent necessary to reinstate Forfeitures as
                           required under this paragraph (b).


7.6      Payment of Benefits

                  When a Participant or his Beneficiary becomes entitled to a
distribution pursuant to Section 7.2, 7.3 or 7.4, the amount available for
distribution shall be paid to the Participant or his Beneficiary, as the case
may be, in a lump sum.


7.7      Amount Available for Distribution

                  The amount available for distribution to a Participant or his
Beneficiary shall be the balances credited to the Participant's accounts
(subject to any vesting-related reductions under Section 7.4) as of the latest
of:

                  (a)      the Valuation Date coinciding with or immediately
                           following the Participant's settlement date, in the
                           case of a Participant whose vested account balances
                           at his settlement date did not exceed $3,500;

                  (b)      the Valuation Date coinciding with or immediately
                           following the date on which the Participant attains
                           age 65, in the case of a Participant whose vested
                           account balances exceeded $3,500 on his settlement
                           date and who failed to give written consent to
                           distribution of such balances under paragraph (c)
                           below; provided, that if the Participant dies after
                           his settlement date but prior to attaining age 65,
                           the amount available for distribution to his
                           Beneficiary shall be determined as of the Valuation
                           Date coinciding with or immediately following the
                           date of the Participant's Death; or

                                      -42-

<page>

                  (c)      in all other cases, a Valuation Date coinciding with
                           or following the Participant's settlement date but
                           occurring prior to the Valuation Date described in
                           (b) above, as the Participant elects in writing filed
                           with the Administrative Committee in such form and at
                           such time prior to his settlement date as may be
                           required under uniform rules established by the
                           Administrative Committee.

A Participant's accounts shall not be entitled to share in the earnings or
losses of the Trust Fund for any period after the Valuation Date that
immediately precedes complete distribution of the total amount available for
distribution. Notwithstanding the foregoing, the amount available for
distribution to a Participant who fails to return to active employment with the
Company at the expiration of an authorized leave of absence for any reason other
than his Normal or Late Retirement or his disability termination or death shall
be determined as of the Valuation Date coinciding with or immediately following
the date on which his leave of absence expired.


7.8      Form of Distribution

                  All distributions to a Participant or Beneficiary shall be
made in cash.


7.9      Commencement of Benefit Payments

                  (a)      Except to the extent provided below in this Section
                           7.9 and in Section 7.7 above, when a Participant or
                           his Beneficiary becomes entitled to a distribution,
                           the Administrative Committee shall direct the Trustee
                           to make payment of amounts due from the Participant's
                           accounts during the period beginning on the date the
                           amount available for distribution is determined and
                           ending 60 days after the last day of the Plan Year
                           during which the Participant's employment terminated;
                           provided, that if the amount or form of payment
                           --------
                           cannot be determined by such date, or if the
                           Participant or his Beneficiary cannot be located, a
                           payment retroactive to such date (i.e., reflecting
                           payments that would otherwise have been made, as
                           well as the actual investment experience and other
                           proper adjustments of his accounts, since such date)
                           may be made no later than the 60th day following the
                           earliest date on which the amount available for
                           distribution can be determined or the


                                      -43-

<page>
                           Participant or his Beneficiary can be located
                           (whichever is applicable).

                  (b)      Payments to Plan Participants shall be made no later
                           than the April 1st following the Plan Year in which
                           the Participant attains age 70-1/2, except to the
                           extent that Section 401(a)(9) of the Internal Revenue
                           Code and related transitional rules permit the
                           benefits of Participants who attained age 70-1/2
                           prior to January 1, 1989 to commence at a later date;
                           provided, that a Participant who is still an Employee
                           as of the date on which payment is to be made or
                           commence pursuant to this paragraph (b) shall receive
                           a lump sum payment of the then net credit balances in
                           his accounts under the Plan.

                  (c)      If a Former Participant or Beneficiary cannot be
                           located by the Administrative Committee within a
                           reasonable time after the expiration of the period
                           described in paragraph (a) above, the Administrative
                           Committee may, subject to applicable law but
                           otherwise in its exclusive discretion, direct that
                           the amounts then credited to the Participant's
                           accounts be treated as Forfeiture and be applied to
                           reduce future Employer contributions to the Plan in
                           accordance with Section 3.1; provided, that if the
                                                        --------
                           Former Participant or his Beneficiary subsequently
                           makes a claim for such amounts, the amount forfeited
                           shall be restored to his accounts and distributed in
                           accordance with the provisions of Section 7.5.  Any
                           amounts so restored shall be derived from the
                           Forfeitures arising during the Plan Year in which
                           such claim is allowed or, to the extent such
                           Forfeitures are insufficient, from an additional
                           Employer contribution to the Plan.


7.10     Facility of Payment

                  Whenever, in the Administrative Committee's opinion, a person
entitled to receive any payment is under a legal disability, or is incapacitated
in any way so as to be unable to manage his financial affairs, the
Administrative Committee may direct the Trustee to make the payment to such
person, or to his legal representative, or to a relative or friend of such
person for his benefit, or the Administrative Committee may direct the Trustee
to apply the payment for the benefit of such person in such manner as

                                      -44-
<page>

the Administrative Committee considers advisable. Any payment made in accordance
with the provisions of this paragraph shall be a complete discharge of any
liability for the making of such payment under the provisions of the Plan.


7.11     Direct Rollover of Eligible Rollover Distributions

                  (a)      Purpose. This Section 7.11 applies to distributions
                           --------
                           made on or after January 1, 1993. Notwithstanding any
                           provision of the Plan to the contrary that would
                           otherwise limit a distributee's election under this
                           Section 7.11, a distributee may elect, at the time
                           and in the manner prescribed by the Administrative
                           Committee, to have any portion of an eligible
                           rollover distribution paid directly to an eligible
                           retirement plan specified by the distributee in a
                           direct rollover.

                  (b)      Definition of Eligible Rollover Distribution.  An
                           --------------------------------------------
                           eligible rollover distribution is any distribution of
                           all or any portion of the balance to the credit of
                           the distributee, except that an eligible rollover
                           distribution does not include:  any distribution that
                           is one of a series of substantially equal periodic
                           payments (not less frequently than annually) made for
                           the life (or life expectancy) of the distributee or
                           the joint lives (or joint life expectancies) of the
                           distributee and the distributee's designated
                           beneficiary, or for a specified period of ten years
                           or more; any distribution to the extent such
                           distribution is required under Section 401(a)(9) of
                           the Internal Revenue Code; and the portion of any
                           distribution that is not includible in gross income.

                  (c)      Definition of Eligible Retirement Plan.  An
                           --------------------------------------
                           eligible retirement plan is an individual retirement
                           account described in Section 408(a) of the Internal
                           Revenue Code, an individual retirement annuity
                           described in Section 408(b) of the Internal Revenue
                           Code, an annuity plan described in Section 403(a) of
                           the Internal Revenue Code, or a qualified trust
                           described in Section 401(a) of the Internal Revenue
                           Code, that accepts the distributee's eligible
                           rollover distribution.  However, in the case of an
                           eligible rollover distribution to the surviving
                           spouse, an eligible retirement

                                      -45-
<page>

                           plan is an individual retirement account or
                           individual retirement annuity.

                  (d)      Definition of Distributee. A distributee includes an
                           -------------------------
                           employee or former employee. In addition, the
                           employee's or former employee's surviving spouse and
                           the employee's or former employee's spouse or former
                           spouse who is the alternate payee under a qualified
                           domestic relations order, as defined in Section
                           414(p) of the Internal Revenue Code, are distributees
                           with regard to the interest of the spouse or former
                           spouse.

                  (e)      Definition of Direct Rollover.  A direct rollover is
                           -----------------------------
                           a payment by the Plan to the eligible retirement plan
                           specified by the distributee.

                                      -46-



<PAGE>



                                    SECTION 8

                            Administrative Committee


8.1      Appointment of Administrative Committee

                  The Plan shall be administered by an Administrative Committee
appointed by and to serve at the pleasure of the Board of Directors of the
Company. All usual and reasonable expenses of the Administrative Committee may
be paid by the Employers in proportions determined by the Company, and any such
expenses not so paid by the Employers shall be paid by the Trustee out of the
principal or income of the Trust Fund. The members of the Administrative
Committee who are full-time employees of an Employer or a Related Company shall
not receive any other compensation from the Plan with respect to their services
for the Administrative Committee.


8.2      Powers and Duties

                  The Administrative Committee shall have such powers as may be
necessary to discharge its duties hereunder, including, but not by way of
limitation, the following:

                  (a)      to construe and interpret the Plan, decide all
                           questions of eligibility and determine the amount,
                           manner, and time of payment of any benefits
                           hereunder;

                  (b)      to prescribe procedures to be followed by
                           Participants in filing applications for benefits;

                  (c)      to make a determination as to the right of any person
                           to a benefit and to establish and administer a claims
                           procedure in accordance with Section 503 of ERISA;

                  (d)      to request and receive from the Employers and from
                           Employees such information as shall be necessary for
                           the proper administration of the Plan;

                  (e)      to prepare, file, and distribute such reports,
                           summaries, descriptions, and other materials as may
                           be required by ERISA or other applicable laws;

                                      -47-

<page>

                  (f)      to furnish to the Employers, upon request, such
                           reports with respect to the administration of the
                           Plan as are reasonable and appropriate;

                  (g)      to appoint or employ an administrator for the Plan
                           and any other agents it deems advisable, including
                           legal counsel; and

                  (h)      to issue directions to the Trustee concerning all
                           benefits which are to be paid from the Trust Fund
                           pursuant to the Plan.


                                      -48-

<PAGE>



                                    SECTION 9

                              Investment Committee


9.1      Appointment of Investment Committee

                  The investment practices of the Plan shall be coordinated by
an Investment Committee appointed by and to serve at the pleasure of the Board
of Directors of the Company. All usual and reasonable expenses of the Investment
Committee may be paid by the Employers in proportions determined by the Company,
and any such expenses not so paid by the Employers shall be paid by the Trustee
out of the principal or income of the Trust Fund. Members of the Investment
Committee who are full-time employees of an Employer or a Related Company shall
not receive any other compensation from the Plan with respect to their services
for the Investment Committee.


9.2      Powers and Duties

                  The Investment Committee shall have such powers as may be
necessary to discharge its duties hereunder, including, but not by way of
limitation, the following:

                  (a)      to establish and administer an investment policy for
                           the Plan;

                  (b)      to furnish to the Employers, upon request, such
                           reports with respect to the investments of the Plan
                           as are reasonable and appropriate;

                  (c)      to receive and review reports of the financial
                           condition and of the receipts and disbursements of
                           the Trust Fund from the Trustee; and

                  (d)      to appoint or employ investment managers to manage
                           any part or all of the Plan's assets or any other
                           agents it deems advisable, including legal counsel.

                                      -49-

<PAGE>



                                   SECTION 10

                              Committee Procedures


10.1     Quorum

                  The action of a majority of the members of a committee at the
time acting hereunder, and any instrument executed by a majority of such
members, shall be considered the action or instrument of such committee. Action
may be taken by a committee at a meeting or in writing without a meeting;
however, no member of a committee shall vote or decide upon any matter relating
solely to himself or to any of his rights or benefits under the Plan. If a
committee shall be evenly divided on any question, the decision of the Board of
Directors of the Company shall control. A committee may authorize any one or
more of its members to execute any document or documents on behalf of the
committee, in which event the committee shall notify the Trustee in writing of
such action and of the name or names of its member or members so designated. The
Trustee thereafter may accept and rely upon any document executed by such member
or members as representing action by such committee, until the committee shall
file with the Trustee a written revocation of such designation.


10.2     Procedures

                  The committees shall adopt such rules, regulations, and
by-laws as they deem necessary or desirable. All rules and decisions of the
committees shall be uniformly applied to all similarly situated Participants.
When making a determination, a committee may rely upon information furnished by
the Employers, by legal counsel for the Employers, or by the accountant for the
Plan. Each committee shall have one of its members as its chairman, shall elect
a secretary who may, but need not, be a member of the committee, and shall
advise the Trustee of such elections in writing. The secretary of each committee
shall keep a record of all meetings or actions taken by the committee and shall
forward all necessary communications and/or directions to the Trustee.

                                      -50-

<PAGE>



                                   SECTION 11

                           Limitations and Liabilities


11.1     Limitations on Additions to Participants' Accounts

                  (a)      The additions (as such term is hereinafter defined)
                           which may be credited to a Participant's accounts in
                           any Plan Year, when added to the additions credited
                           to such Participant's accounts for such year under
                           any other qualified defined contribution plan
                           maintained by any Employer or Related Company, shall
                           not exceed an amount equal to the lesser of (i)
                           $30,000 (or, such greater dollar limitation in effect
                           under Section 415(c)(1)(A) of the Internal Revenue
                           Code for such Plan Year), or (ii) 25% of the
                           Participant's Total Compensation for such Plan Year.

                  (b)      For the purposes of this section, the term
                           "additions" for any Limitation Year means the sum of:
                           (1) the Participant's share of Employer contributions
                           (including Forfeitures, if any), and (ii) any
                           Employee contributions (other than qualified rollover
                           contributions or transferred amounts). The "addition"
                           for any Limitation Year beginning before January 1,
                           1987, shall not be recomputed to treat any Employee
                           contributions as an "addition."

                  (c)      In the case of a Participant who is also a
                           participant in one or more qualified defined benefit
                           plans maintained by an Employer or any Related
                           Company, the additions which may be credited to such
                           Participant's accounts for any Plan Year shall be
                           further reduced so that the sum of the "defined
                           contribution fraction" and the "defined benefit
                           fraction" for such Participant for such Plan Year
                           shall not exceed 1.0. For the purposes of this
                           paragraph:

                           (i)      the term "defined contribution fraction"
                                    shall mean a fraction, the numerator of
                                    which is the sum of the total annual
                                    additions made to the Participant's accounts
                                    hereunder, and under all other qualified
                                    defined contribution plans maintained by an
                                    Employer or a Related

                                      -51-

<page>
                                    Company, and the denominator of which is the
                                    amount determined under Section 415(e)(3)(B)
                                    of the Internal Revenue Code; and

                           (ii)     the term "defined benefit fraction" shall
                                    mean a fraction, the numerator of which is
                                    the sum of the projected annual benefits
                                    payable to such Participant under each
                                    qualified defined benefit plan maintained by
                                    an Employer or a Related Company, and the
                                    denominator of which is the amount
                                    determined under Section 415(e)(2)(B) of the
                                    Internal Revenue Code.

                           Before the provisions of this paragraph (c) shall be
                           applied to reduce the annual additions to a
                           Participant's accounts for any Plan Year, the
                           Participant's projected annual benefit shall first be
                           reduced to the maximum extent permissible under any
                           comparable provision appearing in the qualified
                           defined benefit plan or plans under which such
                           benefit is payable.

                  (d)      The provisions of this Section 11.1 shall be applied
                           before the additions (other than additions
                           attributable to a Participant's nondeductible
                           contributions) shall be reduced under any other
                           defined contribution plan maintained by an Employer
                           or a Related Company.

                  (e)      Any excess contributions not allocable to a
                           Participant's accounts by reason of this Section for
                           any Plan Year (increased by any earnings and
                           decreased by any losses attributable thereto) shall
                           be applied to reduce such Participant's Employer
                           contributions for the Plan Year.  To the extent such
                           contributions have already been made, that portion of
                           such excess which is attributable to the
                           Participant's Salary Reduction Amount shall be
                           refunded to the Participant as soon as practicable.
                           Any remaining excess contributions (increased by any
                           earnings and decreased by any losses attributable to
                           the total amount of the excess contributions) shall
                           be held unallocated in a suspense account.  The
                           suspense account shall be periodically adjusted
                           pursuant to Section 6.3, and shall be

                                      -52-

<page>
                           applied to reduce the Employer's contribution for the
                           next Plan Year (and for each succeeding Plan Year, as
                           necessary).  Any amount released from a suspense
                           account shall be treated as an "addition" for the
                           purposes of this Section 11.1.


11.2     Nonguarantee of Employment

                  Neither the establishment of the Plan or the Trust Fund, nor
any modification thereof, nor the creation of any fund or account, nor the
payment of any benefits, shall be construed as giving to any Employee any legal
or equitable right to be retained in the employ of any Employer. Under no
circumstances shall the terms or conditions of any Employee's employment be
modified or in any way affected hereby.


11.3     Nonalienation of Benefits

                  (a)      Except to the extent provided in paragraph (b) or as
                           may be required by the tax withholding provisions of
                           the Internal Revenue Code or any state's income tax
                           act, the rights or interest of any Participant or his
                           Beneficiaries to any benefits or future payments
                           hereunder shall not be subject to attachment,
                           garnishment, or other legal process by any creditor
                           of any Participant or Beneficiary, nor shall any
                           Participant or Beneficiary have any right to
                           alienate, anticipate, commute, pledge, encumber, or
                           assign any of the benefits or payments which he may
                           expect to receive, contingently or otherwise, under
                           this Plan.

                  (b)      Paragraph (a) shall not apply to any amounts payable
                           with respect to a Participant pursuant to any
                           "qualified domestic relations order," as such term
                           is defined in Section 414(p) of the Internal Revenue
                           Code.  The Administrative Committee shall establish
                           reasonable procedures to determine the qualified
                           status of domestic relations orders and to administer
                           distributions under such qualified orders.  If within
                           eighteen months the Domestic Relations Order (or
                           modification thereof) is determined to be a Qualified
                           Domestic Relations Order, then, notwithstanding any
                           other provision in this Plan to the contrary, the
                           Administrative Committee shall direct the payment of
                           the segregated

                                      -53-

<page>
                           amounts to the alternate payee or payees entitled
                           thereto on or as soon as reasonably practicable after
                           the earliest distribution date specified in the
                           Qualified Domestic Relations Order, without regard to
                           whether such payment is made prior to the
                           Participant's earliest retirement date (as defined in
                           Section 414(p)(4)(B) of the Internal Revenue Code) or
                           the earliest date that the Participant could commence
                           receiving benefits hereunder.


11.4     Limitation of Liability

                  Neither the Employers, the Trustee, nor any member of the
Investment or Administrative Committees guarantees the Trust Fund against loss
or depreciation, and none of them shall be liable for any act or failure to act
which is made in good faith pursuant to the provisions of the Plan, except to
the extent required by applicable law. It is expressly understood and agreed by
each Employee who becomes a Participant that, except for its or their willful
misconduct or gross neglect, neither the Employers, nor the committees, nor the
Trustee shall be in any way subject to any legal liability to any Participant or
Beneficiary, for any cause or reason or thing whatsoever, in connection with
this Plan, and each such Participant hereby releases the Employers and their
officers and agents, and the committees and the Trustee and their members or
agents, from any and all liability or obligation except as in this paragraph
provided.


11.5     Indemnification

                  The Company may, to the extent permitted by its articles of
incorporation and by-laws, and by the laws of the State in which it is
incorporated, indemnify the Administrative Committee and the Investment
Committee, the individual members thereof, and any employee or director of an
Employer or Related Company providing services to the Plan against any and all
liabilities arising by reason of any act, made in good faith pursuant to the
provisions of the Plan, including expenses reasonably incurred in the defense of
any claim relating thereto.

                                      -54-

<PAGE>



                                   SECTION 12

                                Related Companies


12.1     Adoption of Plan

                  Any Related Company may, with the approval of the
Administrative Committee, and by resolution of its own Board of Directors, adopt
the Plan and trust agreement or agreements implementing the Plan. From and after
the date as of which such Related Company shall adopt this Plan, it shall be
included within the meaning of the word "Employer" for all purposes hereunder.
The resolution by which a Related Company adopts the Plan and becomes an
Employer in accordance with the foregoing provisions of this Section 12.1 (or a
subsequent resolution of the Board of Directors of that Employer), and the
written consent of the Administrative Committee thereto, may also designate that
Employer as a "Contributing Employer" under the Plan as described in Section
1.1(g) above and designate one or more Contribution Schedules which will apply
to (and be made part of the Plan with respect to) the appropriate group or
groups of Covered Employees of that Contributing Employer.


12.2     Sale of an Employer, Division, or Business Unit

                  (a)      In the event of a sale or other disposition of an
                           Employer, or of all or a substantial part of a
                           division or other business unit of an Employer which
                           the Company determines under the facts constitutes an
                           employment unit (hereinafter a "Transferred Employing
                           Unit"), the portion of the Plan assets attributable
                           to Participants subsequently employed by the
                           purchaser of or successor to the Transferred
                           Employing Unit ("Transferred Participants") shall be
                           held subject to transfer by the Trustee in accordance
                           with the terms of the agreement pursuant to which the
                           Transferred Employing Unit was sold or disposed of.

                  (b)      If such agreement does not provide for a transfer of
                           Plan assets, or if the terms of the agreement provide
                           for the transfer of Plan assets to a plan which
                           is qualified under Section 401(a) of the Internal
                           Revenue Code and the purchaser or successor does not
                           establish such a plan within 12 months after
                           the closing date of the sale or other disposition of
                           the Transferred Employing Unit, the portion of the
                           Trust Fund attributable to Transferred Participants

                                      -55-


<page>
                           shall be held by the Trustee for distribution to such
                           Participants pursuant to the provisions of Section
                           12.3, as though the Transferred Employing Unit were
                           a withdrawing Employer.


12.3     Withdrawal of a Participating Employer

                  (a)      A participating Employer may, by resolution of its
                           Board of Directors and with the written consent of
                           the Administrative Committee, withdraw from the Plan
                           as of any date upon 90 days advance written notice to
                           the Administrative Committee. If an Employer shall
                           cease to exist, it shall automatically be withdrawn
                           from participation in the Plan unless a successor
                           organization adopts the Plan in accordance with the
                           provisions of Section 12.1.

                  (b)      Upon the withdrawal of a participating Employer, the
                           Administrative Committee shall direct the Trustee to
                           dispose of the portion of the Trust Fund attributable
                           to the Participants employed by the withdrawing
                           Employer in accordance with one of the following
                           methods:

                           (i)      If the withdrawing Employer establishes a
                                    plan which is qualified under Section 401(a)
                                    of the Internal Revenue Code with provisions
                                    for accepting transferred funds, transfer to
                                    the trustee of the trust under such plan (or
                                    to the funding agent, if the plan is not
                                    implemented by a trust) the portion of the
                                    Trust Fund which is attributable to
                                    Participants employed by the withdrawing
                                    Employer.

                           (ii)     Continue to hold each Participant's account
                                    balances as a part of the Trust Fund until
                                    the Participant terminates his employment
                                    with the withdrawing Employer or otherwise
                                    becomes entitled to receive a distribution
                                    pursuant to the Plan. Such accounts shall
                                    continue to share in the earnings and losses
                                    of the Trust Fund, but shall not be credited
                                    with any additional Employer contributions.

                                      -56-

<page>

The decision of the Administrative Committee under this Section 12.3 shall be
conclusive and binding upon the Company, the Employers, and the Participants.


12.4     Merger, Consolidation, or Transfer of Assets

                  Notwithstanding any provision herein to the contrary, this
Plan shall not be merged or consolidated with, nor shall any assets or
liabilities of the Plan be transferred to, any other plan unless the benefits
payable to each Participant immediately after the merger, consolidation, or
transfer (determined as if the plan had then terminated) are equal to or greater
than the benefits such Participant would have been entitled to receive from this
Plan (determined as if this Plan had terminated immediately prior to such
action).


                                      -57-

<PAGE>



                                   SECTION 13

                            Amendment and Termination


13.1     Amendments

                  (a)      The Company reserves the right to make any amendment
                           or amendments to this Plan which do not reduce the
                           nonforfeitable percentage of any Participant's
                           account balances, and which do not permit any part of
                           the Trust Fund to be used for, or diverted to,
                           purposes other than for the exclusive benefit of the
                           Participants or their Beneficiaries, except to the
                           extent permitted by Section 3.7.  The Company shall
                           have the right to make any such amendment
                           retroactively if it is necessary to qualify the Plan
                           for tax exemption or to bring the Plan into
                           conformity with the Internal Revenue Code or ERISA,
                           or if it is otherwise not inconsistent with either of
                           such Acts.

                  (b)      If the Plan is amended in a way that directly or
                           indirectly affects the manner in which a
                           Participant's nonforfeitable percentage of his
                           account balances is computed, any active Participant
                           with at least three years of Service may make an
                           irrevocable election during the election period
                           described below to have the nonforfeitable percentage
                           of his account balances determined without regard to
                           such amendment.

                  (c)      The election period shall begin no later than the
                           date the Plan amendment is adopted and shall end no
                           earlier than the last to occur of the following:

                           (i)      60 days after the day the Plan amendment is
                                    adopted;

                           (ii)     60 days after the day the Plan amendment
                                    becomes effective; or

                           (iii)    60 days after the Participant is issued
                                    written notice of the Plan amendment by the
                                    Administrative Committee.

                                      -58-

<page>
                  (d)      The election described in paragraph (b) above shall
                           not be available to any Participant whose
                           nonforfeitable percentage under the Plan, as amended,
                           cannot at any time be less than such percentage
                           determined without regard to such amendment.


13.2     Termination; Discontinuance of Contributions

                  An Employer shall have the right to suspend its contributions
hereunder for any period of time, and the Company shall have the right to
terminate the Plan, in whole or in part. Upon a termination or partial
termination of the Plan, or upon the permanent suspension of contributions by an
Employer, the benefits payable to each Participant affected by such termination,
partial termination, or suspension shall become fully vested and nonforfeitable,
and the Administrative Committee shall direct the Trustee in the method and
manner of distribution of the Trust Fund to those Participants or Beneficiaries,
which may include the distribution or transfer of the Plan's assets to the
trustee of a successor or substitute plan qualified under Section 401(a) of the
Internal Revenue Code. The Administrative Committee may also direct that the
Trust Fund be continued for a specified period thereafter, or may direct that
the Trustee continue the Trust Fund for such period of time as the Trustee, in
its sole discretion, may deem to be in the best interests of the Participants
and their Beneficiaries.


                                      -59-

<PAGE>



                                   SECTION 14

                                 Top Heavy Rules


14.1     Topheaviness

                  This Plan will be deemed to be "top heavy" for any Plan Year
if:

                  (a)      the Plan is not included in a "required aggregation
                           group" or a "permissive aggregation group" and the
                           "top heavy ratio" for the Plan exceeds 60%; or

                  (b)      the Plan is included in a "required aggregation
                           group" but not a "permissive aggregation group" and
                           the top heavy ratio for the required aggregation
                           group exceeds 60%; or

                  (c)      the Plan is included in a "required aggregation
                           group" and a "permissive aggregation group" and the
                           top heavy ratio for the permissive aggregation group
                           exceeds 60%.

For the purposes of this Section 14, the rules set forth in Section 416 of the
Internal Revenue Code shall be applied in determining the "top heavy ratio." For
such purpose, the "determination date" and the "valuation date" for the first
Plan Year shall be December 31, 1985, the "determination date" and the
"valuation date" for any subsequent Plan Year shall be the last day of the Plan
Year immediately preceding the date as of which such determination is made, and
the present value of a Participant's accrued benefits under any defined benefit
plan shall be determined using the actuarial assumptions then in use for the
purpose of determining the employer's contribution to such plan.


14.2     Aggregation of Plans

                  For the purposes of Section 14.1:

                  (a)  the term "required aggregation group" includes:

                           (i)      each qualified plan of an Employer or of any
                                    Related Company in which a Key Employee is a
                                    participant; and

                           (ii)     any other qualified plan of an Employer or
                                    of any Related Company which enables any
                                    plan

                                      -60-

<page>

                                    described in subparagraph (i) to meet
                                    the requirements of Section 401(a)(4) or
                                    Section 410 of the Internal Revenue Code;
                                    and

                  (b)      the term "permissive aggregation group" includes a
                           required aggregation group and any other qualified
                           plan of an Employer or of any Related Company which
                           may be included in the group without causing such
                           plan to fail to meet the requirements of Section
                           401(a)(4) or Section 410 of the Internal Revenue
                           Code.


14.3     Super Topheaviness

                  This Plan will be deemed to be "super top heavy" in any Plan
Year unless it would not be top heavy if 90% were substituted for 60% each place
it appears in Section 14.1.


14.4     Minimum Contributions

                  Notwithstanding anything herein to the contrary, the Employers
shall make a minimum contribution to the Plan on behalf of each Participant who
is not a Key Employee for each Plan Year in which the Plan is top heavy. Such
minimum contribution shall be an amount equal to the lesser of: (a) 3% of such
Participant's Total Compensation, or (b) the percentage of such Participant's
Total Compensation which is equal to the percentage of Total Compensation
contributed on behalf of the Key Employee who received the largest such
percentage contribution during the Plan Year; provided, that such contribution
shall not be made on behalf of any Participant who, during such Plan Year,
received a minimum contribution or a minimum accrual satisfying the requirements
of Section 416(c) of the Internal Revenue Code under any other qualified plan
maintained by an Employer or any Related Company.


14.5     Special Limitations

                  If this Plan is deemed to be super top heavy for any Plan
Year, the limitations set forth in Section 11.1(c) shall be applied by
substituting 1.0 for 1.25 in applying Sections 415(e)(2)(B) and 415(e)(3)(B) of
the Internal Revenue Code; provided, that this Section 14.5 shall not apply to
any individual for as long as there are: (a) no additional employer
contributions, employee contributions, or forfeitures allocated to such
individual's account under this or any other qualified defined contribution plan
maintained by an Employer or any Related Company, and (b) no

                                      -61-

<page>

additional accruals for such individual under any qualified defined benefit plan
maintained by an Employer or any Related Company. The limitations set forth in
the preceding sentence shall also apply if this Plan is deemed to be top heavy
(but not super top heavy) for any Plan Year, unless the defined benefit plan or
plans provide that the accrued benefit derived from employer contributions of
each participant who is a non-key employee, when expressed as an annual
retirement benefit, is not less than the applicable percentage of the
participant's average compensation for years in the testing period. For purposes
of this Section 14.5, the terms "annual retirement benefit," "applicable
percentage," and "testing period" shall have the following meanings:

                  (i)      "annual retirement benefit" shall mean a benefit
                           payable annually in the form of a single life annuity
                           (with no ancillary benefits) beginning at the normal
                           retirement age under the plan;

                  (ii)     "applicable percentage" shall mean the lesser of:
                           (a) 3 percent multiplied by the number of years of
                           service with the employer, or (b) 20 percent plus one
                           percent for each year for which such plan is taken
                           into account under Section 416(h)(2) of the Internal
                           Revenue Code (but not to exceed 30 percent).  For
                           these purposes, "years of service with the employer"
                           shall be determined under the rules of paragraphs
                           (4), (5) and (6) of Section 411(a) of the Internal
                           Revenue Code, and shall mean years of service
                           completed during a plan year beginning after
                           December 31, 1983 during which the plan was top
                           heavy; and

                  (iii)    "testing period" shall mean the period of consecutive
                           years (not exceeding 5) during which the participant
                           had the greatest aggregate compensation from the
                           employer. For these purposes, compensation paid to a
                           participant in plan years commencing prior to January
                           1, 1984, or after the last plan year during which the
                           plan was top heavy, shall not be considered.


14.6     Special Topheaviness Rules

                  (a)      For purposes of determining the present value of the
                           cumulative accrued benefit for any employee, or the
                           amount of any account of any employee, such present
                           value or amount shall be increased by the aggregate
                           distributions

                                      -62-

<page>
                           made with respect to such employee under the plan
                           during the 5-year period ending on the determination
                           date. The preceding sentence shall also apply to
                           distributions under a terminated plan which if it had
                           not been terminated would have been required to be
                           included in an aggregation group.

                  (b)      If any individual has not performed services for an
                           Employer at any time during the 5-year period ending
                           on the determination date, any accrued benefit for
                           such individual (and the account balances of such
                           individual) shall not be taken into account for
                           purposes of this Section 14.

                                      -63-

<PAGE>



                                   SECTION 15

                            Miscellaneous Provisions


15.1     ERISA

                  (a)      Any person or persons may serve in more than one
                           fiduciary capacity with respect to the Plan.

                  (b)      The Administrative Committee, the Investment
                           Committee, and the Board of Directors of the Company
                           shall be "named fiduciaries" with respect to the
                           Plan; however, their responsibilities as such shall
                           be limited to the performance of those duties
                           specifically assigned to them hereunder. Neither the
                           Board of Directors, the Investment Committee, nor the
                           Administrative Committee shall have any
                           responsibility for the performance of any duty not
                           specifically so assigned, except to the extent
                           required by applicable law.

                  (c)      The Board of Directors, the Investment Committee, and
                           the Administrative Committee may allocate their
                           responsibilities hereunder among themselves or to
                           any other named fiduciaries, and may delegate such
                           responsibilities to persons who are not named
                           fiduciaries; however, neither the Board of Directors,
                           the Investment Committee, nor the Administrative
                           Committee shall allocate or delegate any
                           responsibility provided for herein involving the
                           management or control of all or any part of the
                           assets of the Plan, other than the power to appoint
                           an investment manager.  The allocation or delegation
                           of any fiduciary responsibility shall be in writing,
                           and shall become effective upon the written
                           acceptance thereof by the person or persons to whom
                           such responsibilities are allocated or delegated.


15.2     Delegation of Authority by an Employer

                  Whenever an Employer under the terms of this Plan is permitted
or required to do or perform any act, it shall be done or performed by the Board
of Directors of the Employer, or by any person or persons thereunto duly
authorized by the articles of incorporation, by-laws, or Board of Directors of
the Employer.

                                      -64-

<page>

15.3     Applicable Law

                  This Plan shall be construed according to ERISA and, to the
extent not inconsistent therewith, the laws of the State of Illinois, except
that nothing in this Section 15.3 shall be construed as placing any restriction
upon the right of the Company or any Employer acting pursuant to the Plan to
take any action or to incur any liability which it is authorized to take or
incur under its articles of incorporation or by-laws or under the laws of the
State in which it is incorporated, except to the extent that the same are
superseded by applicable federal law.


15.4     Legal Actions

                  In any action or proceeding involving the Plan, or any
property constituting part or all thereof, or the administration thereof, no
Employee, former Employee, Beneficiary, or any other person having or claiming
to have an interest in this Plan shall be necessary parties and no such person
shall be entitled to any notice or process, except to the extent required by
applicable law. Any final judgment which is not appealed or appealable that may
be entered in any such action or proceeding shall be binding and conclusive on
all persons having or claiming to have any interest in this Plan.

                                      -65-

<PAGE>



                           CONTRIBUTION SCHEDULE NO. 1

                  The following provisions of this Contribution Schedule shall
constitute a part of the Tribune Company Defined Contribution Retirement Plan
(the "Plan") as contemplated by Section 3.1 thereof, and shall apply to those
Participants in the Plan who are Covered Employees of the following Contributing
Employers:

Contributing Employers:
----------------------

                  WLVI, Inc.

Scheduled Matching Percentage (Plan Section 3.1(b)):
---------------------------------------------------

                  Twenty-five percent (25%).


Matched Salary Reduction Amount (Plan Section 3.1(b)):
-----------------------------------------------------

                  For any calendar month with respect to a Covered Employee of a
Contributing Employer designated above, that portion of his Salary Reduction
Amount for that calendar month which is based on his Compensation from that
Contributing Employer and which does not exceed four percent (4%) of his
Compensation paid by that Contributing Employer during that calendar month.


Basic Contribution (Plan Section 3.1(c)):
----------------------------------------

                  For any calendar quarter with respect to a Covered Employee of
a Contributing Employer designated above, an amount equal to two percent (2%) of
his Compensation paid by that Contributing Employer during that calendar
quarter.


General:
-------

                  The terms used in this Contribution Schedule which are defined
in the Plan shall have the same meanings assigned to them for purposes in the
Plan.

                  The provisions of this Contribution Schedule shall be
effective as of the Restatement Effective Date.

                                      -66-

<PAGE>

                                  SUPPLEMENT A

                            Coverage of Employees of
                             Chicago Tribune Company
                            Employed as Electricians



                  1. Introduction. Effective as of January 1, 1986, Chicago
                     ------------
Tribune Company, a wholly owned subsidiary of Tribune Company, established the
Plan for the benefit of its employees (other than Leased Employees) employed as
electricians who were members of Local 134 of the International Brotherhood of
Electrical Workers. The Plan was then known as the Chicago Tribune Tax Deferred
Investment Plan for Electricians. Effective as of July 11, 1993, that union was
decertified as the collective bargaining representative of the electricians
employed by Chicago Tribune Company, and since that date the electricians
employed by Chicago Tribune Company have not been members of a collective
bargaining unit and have not been "Covered Employees" on whose behalf any
contributions have been made or permitted under the Plan, but participants'
account balances arising from contributions made prior to that date have
continued to be maintained. Effective as of July 1, 1994, sponsorship of the
Plan was assumed by Tribune Company, and Chicago Tribune Company became an
Employer under the Plan.

                  2. Participation. An Employee of Chicago Tribune Company who
                     -------------
would otherwise be an Eligible Employee in accordance with the provisions of
Section 1.1(l) of the Plan, shall not be an Eligible Employee during any period
in which he is not both (A) employed as an electrician and (B) covered by a
collective bargaining agreement to which Chicago Tribune Company is a party and
during the negotiation of which retirement benefits were the subject of good
faith bargaining, and which provides for his participation in the Plan.


                                      A-1

<PAGE>





                                  SUPPLEMENT B

                  Coverage of Eligible Employees of WLVI, Inc.



                  1.  Introduction.  Effective as of the Restatement Effective
                      ------------
Date, WLVI, Inc. adopted the Plan, and became a Contributing Employer under the
Plan, for the benefit of its Eligible Employees.  The purpose of this Supplement
B is to set forth special provisions which shall apply with respect to Eligible
Employees of WLVI, Inc.

                  2.  Participation.  An Eligible Employee of WLVI, Inc. will
                      -------------
become a Covered Employee on the Restatement Effective Date (i) for purposes of
Salary Reduction Amounts and Matching Contributions under Section 3.1 if he was
a participant (or was eligible to participate but had not yet made a
cash-or-deferred election) under the Gannett 401(k) Savings Plan immediately
prior to becoming an Employee of an Employer or Related Company, and (ii) for
purposes of Basic Contributions under Section 3.1 if he was a participant in
the Gannett Retirement Plan immediately prior to becoming an Employee of an
Employer or Related Company.

                  3. Service. Except as otherwise required by law, in the case
                     -------
of an Eligible Employee who was an Employee of Gannett Massachusetts
Broadcasting, Inc. ("Gannett") immediately prior to April 6, 1994, his Service
under this Plan shall be determined by treating his period of employment with
Gannett prior to that date as employment with a Related Company, for purposes of
determining his eligibility to participate under Section 2.1, his nonforfeitable
percentage under Section 7.4, or his right to share in a Contributing Employer's
Basic Contributions under Section 3.1.


                                       B-1