EXHIBIT 10.12

                            MONTEREY RESOURCES, INC.
                         EMPLOYEE STOCK OWNERSHIP PLAN
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                               TABLE OF CONTENTS
Section                                                                    Page
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ARTICLE I
         DEFINITIONS  . . . . . . . . . . . . . . . . . . . . . . . . . .  . I-1

ARTICLE II
         ADMINISTRATION . . . . . . . . . . . . . . . . . . . . . . . . .   II-1
         2.1     ASSIGNMENT AND DESIGNATION OF ADMINISTRATIVE
                          AUTHORITY . . . . . . . . . . . . . . . . . . .   II-1
         2.2     ALLOCATION AND DELEGATION OF RESPONSIBILITIES  . . . . .   II-1
         2.3     POWERS AND DUTIES OF THE ADMINISTRATOR . . . . . . . . .   II-2
         2.4     RECORDS AND REPORTS  . . . . . . . . . . . . . . . . . .   II-3
         2.5     AUDIT  . . . . . . . . . . . . . . . . . . . . . . . . .   II-3
         2.6     APPOINTMENT OF ADVISORS  . . . . . . . . . . . . . . . .   II-4
         2.7     INFORMATION FROM EMPLOYER  . . . . . . . . . . . . . . .   II-4
         2.8     PAYMENT OF EXPENSES  . . . . . . . . . . . . . . . . . .   II-4
         2.9     ACTIONS BY ADMINISTRATOR . . . . . . . . . . . . . . . .   II-4
         2.10    CLAIMS PROCEDURE . . . . . . . . . . . . . . . . . . . .   II-5
         2.11    CLAIMS REVIEW PROCEDURE  . . . . . . . . . . . . . . . .   II-5

ARTICLE III
         ELIGIBILITY  . . . . . . . . . . . . . . . . . . . . . . . . . .  III-1
         3.1     CONDITIONS OF ELIGIBILITY  . . . . . . . . . . . . . . .  III-1
         3.2     EFFECT OF PARTICIPATION UPON THE ACCEPTANCE OF
                          ANY BENEFITS UNDER THIS PLAN  . . . . . . . . .  III-1
         3.3     DETERMINATION OF ELIGIBILITY . . . . . . . . . . . . . .  III-1
         3.4     TERMINATION OF ELIGIBILITY . . . . . . . . . . . . . . .  III-1
         3.5     OMISSION OF ELIGIBLE EMPLOYEE  . . . . . . . . . . . . .  III-1
         3.6     INCLUSION OF INELIGIBLE EMPLOYEE . . . . . . . . . . . .  III-1

ARTICLE IV
         CONTRIBUTION AND ALLOCATION  . . . . . . . . . . . . . . . . . .   IV-1
         4.1     EMPLOYER'S CONTRIBUTION  . . . . . . . . . . . . . . . .   IV-1
         4.2     TIME OF PAYMENT OF EMPLOYER'S CONTRIBUTION . . . . . . .   IV-1
         4.3     ALLOCATION OF CONTRIBUTION, FORFEITURES
                          AND EARNINGS  . . . . . . . . . . . . . . . . .   IV-1
         4.4     MAXIMUM ANNUAL ADDITIONS . . . . . . . . . . . . . . . .   IV-5
         4.5     ADJUSTMENT FOR EXCESSIVE ANNUAL ADDITIONS  . . . . . . .   IV-9
         4.6     DIRECTED DIVERSIFICATION . . . . . . . . . . . . . . . .  IV-10

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ARTICLE V
         FUNDING AND INVESTMENT POLICY  . . . . . . . . . . . . . . . . .  . V-1
         5.1     INVESTMENT POLICY  . . . . . . . . . . . . . . . . . . .  . V-1
         5.2     APPLICATION OF CASH  . . . . . . . . . . . . . . . . . .  . V-1

ARTICLE VI
         VALUATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . .   VI-1
         6.1     VALUATION OF THE TRUST FUND  . . . . . . . . . . . . . .   VI-1
         6.2     METHOD OF VALUATION  . . . . . . . . . . . . . . . . . .   VI-1

ARTICLE VII
         VESTING DETERMINATION AND DISTRIBUTION OF BENEFITS . . . . . . .  VII-1
         7.1     BENEFITS UPON RETIREMENT . . . . . . . . . . . . . . . .  VII-1
         7.2     BENEFITS UPON DEATH  . . . . . . . . . . . . . . . . . .  VII-1
         7.3     BENEFITS UPON DISABILITY . . . . . . . . . . . . . . . .  VII-2
         7.4     BENEFITS UPON TERMINATION  . . . . . . . . . . . . . . .  VII-2
         7.5     DISTRIBUTION OF BENEFITS . . . . . . . . . . . . . . . .  VII-4
         7.6     HOW PLAN BENEFITS WILL BE DISTRIBUTED  . . . . . . . . .  VII-6
         7.7     DISTRIBUTION FOR MINOR BENEFICIARY . . . . . . . . . . .  VII-8
         7.8     LOCATION OF PARTICIPANT OR BENEFICIARY UNKNOWN . . . . .  VII-8
         7.9     PUT OPTION . . . . . . . . . . . . . . . . . . . . . . .  VII-8
         7.10    LIMITATIONS ON BENEFITS AND DISTRIBUTIONS  . . . . . . . VII-10
         7.111   PAYMENT OF DISTRIBUTION DIRECTLY TO
                          ELIGIBLE RETIREMENT PLAN  . . . . . . . . . . . VII-10
         7.14    30-DAY WAIVER  . . . . . . . . . . . . . . . . . . . . . VII-11

ARTICLE VIII
         TRUSTEE  . . . . . . . . . . . . . . . . . . . . . . . . . . . . VIII-1
         8.1     BASIC RESPONSIBILITIES OF THE TRUSTEE  . . . . . . . . . VIII-1
         8.2     VOTING COMPANY STOCK . . . . . . . . . . . . . . . . . . VIII-1

ARTICLE IX
         AMENDMENT, TERMINATIONS, AND MERGERS . . . . . . . . . . . . . .   IX-1
         9.1     AMENDMENT  . . . . . . . . . . . . . . . . . . . . . . .   IX-1
         9.2     TERMINATION  . . . . . . . . . . . . . . . . . . . . . .   IX-1
         9.3     MERGER OR CONSOLIDATION  . . . . . . . . . . . . . . . .   IX-2


ARTICLE X
         MISCELLANEOUS  . . . . . . . . . . . . . . . . . . . . . . . . .  . X-1
         10.1    PARTICIPANT'S RIGHTS . . . . . . . . . . . . . . . . . .  . X-1
         10.2    ALIENATION . . . . . . . . . . . . . . . . . . . . . . .  . X-1
         10.3    CONSTRUCTION OF PLAN . . . . . . . . . . . . . . . . . .  . X-1

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         10.4    GENDER AND NUMBER  . . . . . . . . . . . . . . . . . . .  . X-1
         10.5    LEGAL ACTION . . . . . . . . . . . . . . . . . . . . . .  . X-2
         10.6    PROHIBITION AGAINST DIVERSION OF FUNDS . . . . . . . . .  . X-2
         10.7    BONDING  . . . . . . . . . . . . . . . . . . . . . . . .  . X-2
         10.8    RECEIPT AND RELEASE FOR PAYMENTS . . . . . . . . . . . .  . X-3
         10.9    ACTION BY THE EMPLOYER . . . . . . . . . . . . . . . . .  . X-3
         10.10   NAMED FIDUCIARIES AND ALLOCATION OF RESPONSIBILITY . . .  . X-3
         10.11   HEADINGS . . . . . . . . . . . . . . . . . . . . . . . .  . X-3
         10.12   APPROVAL BY INTERNAL REVENUE SERVICE . . . . . . . . . .  . X-3
         10.13   UNIFORMITY . . . . . . . . . . . . . . . . . . . . . . .  . X-4
         10.14   SECURITIES AND EXCHANGE COMMISSION APPROVAL  . . . . . .  . X-4
         10.15   INDEMNIFICATION  . . . . . . . . . . . . . . . . . . . .  . X-4
         10.16   CONTROLLING LAW  . . . . . . . . . . . . . . . . . . . .  . X-4

ARTICLE XI
         PARTICIPATING EMPLOYERS  . . . . . . . . . . . . . . . . . . . .   XI-1
         11.1    ADOPTION BY OTHER EMPLOYERS  . . . . . . . . . . . . . .   XI-1
         11.2    REQUIREMENTS OF PARTICIPATING EMPLOYERS  . . . . . . . .   XI-1
         11.3    DESIGNATION OF AGENT . . . . . . . . . . . . . . . . . .   XI-2
         11.4    EMPLOYEE TRANSFERS . . . . . . . . . . . . . . . . . . .   XI-2
         11.5    PARTICIPATING EMPLOYER'S CONTRIBUTION  . . . . . . . . .   XI-2
         11.6    AMENDMENT  . . . . . . . . . . . . . . . . . . . . . . .   XI-2
         11.7    DISCONTINUANCE OF PARTICIPATION  . . . . . . . . . . . .   XI-2
         11.8    ADMINISTRATOR'S AUTHORITY  . . . . . . . . . . . . . . .   XI-3
         11.9    PARTICIPATING EMPLOYER CONTRIBUTION FOR AFFILIATE  . . .   XI-3

ARTICLE XII
         TOP-HEAVY STATUS . . . . . . . . . . . . . . . . . . . . . . . .  XII-1
         12.1    ARTICLE CONTROLS . . . . . . . . . . . . . . . . . . . .  XII-1
         12.2    DEFINITIONS  . . . . . . . . . . . . . . . . . . . . . .  XII-1
         12.3    TOP-HEAVY STATUS . . . . . . . . . . . . . . . . . . . .  XII-2
         12.4    TERMINATION OF TOP-HEAVY STATUS  . . . . . . . . . . . .  XII-3
         12.5    EFFECT OF ARTICLE  . . . . . . . . . . . . . . . . . . .  XII-3

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<PAGE>
                            MONTEREY RESOURCES, INC.
                         EMPLOYEE STOCK OWNERSHIP PLAN

                              W I T N E S S E T H:

         WHEREAS, the Company desires to recognize the contributions employees
of the Employers will make to the successful operation of its parent
corporation and to reward such contributions by means of an employee stock
ownership plan for those employees who qualify as Participants hereunder; and

         WHEREAS, contributions to the Plan will be made by the Employers and
such contributions made to the Plan's trust will be invested primarily in
Company Stock;

         NOW, THEREFORE, as of the Effective Date the Company hereby
establishes this Plan for the exclusive benefit of its Participants and their
Beneficiaries under the following terms:
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                                   ARTICLE I
                                  DEFINITIONS

         1.1     "Act" means the Employee Retirement Income Security Act of
1974, as it may be amended from time to time.

         1.2     "Administrator" means the person designated by the Chief
Executive Officer of the Company pursuant to Section 2.1 to administer the Plan
or, in the absence of any such designation, the Company.

         1.3     "Affiliated Employer" means the Employer and any corporation
which is a member of a controlled group of corporations (as defined in Code
Section 414(b)) which include the Employer; any trade or business (whether or
not incorporated) which is under common control (as defined in Code Section
414(c)) with the Employer; any organization (whether or not incorporated) which
is a member of an affiliated service group (as defined in Code Section 414(m))
which includes the Employer; and any other entity required to be aggregated
with the Employer pursuant to Regulations under Code Section 414(o).

         1.4     "Anniversary Date" means the last day of each Plan Year.

         1.5     "Beneficiary" means the person to whom the share of a deceased
Participant's total account is payable, subject to the restrictions of Sections
7.2 and 7.6.

         1.6     "Code" means the Internal Revenue Code of 1986, as amended or
replaced from time to time.

         1.7     "Company" means Monterey Resources, Inc. (or its successor).

         1.8     "Company Stock" means common stock issued by the Company which
is readily tradeable on an established securities market.  If there is no
common stock which meets the foregoing requirement, the term "Company Stock"
means common stock issued by the Company having a combination of voting power
and dividend rights equal to or in excess of: (A) that class of common stock of
the Company having the greatest voting power, and (B) that class of stock of
the Company having the greatest dividend rights.  Preferred stock shall be
deemed to be "Company Stock" if such stock is convertible at any time into
stock which constitutes "Company Stock" hereunder and if such conversion is at
a conversion price which (as of the date of the acquisition by the Trust) is
reasonable.

         1.9     "Company Stock Account" means the account of a Participant
which is credited with the shares of Company Stock purchased and paid for by
the Trust Fund or contributed to the Trust Fund.

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         1.10    "Compensation" means, with respect to any Participant, the
total basic compensation paid by the Employers to the Participant while an
Eligible Employee during the applicable Plan Year, including any elective
salary deferral amounts excluded from income pursuant to Section 125 or 402 of
the Code , plus overtime, shift differentials and bonuses (whether cash or
stock) paid pursuant to recurring bonus programs, but excluding any special or
extraordinary bonuses.  A Participant's basic compensation is the regular rate
of pay specified for his position and does not include automobile allowances,
imputed income under any group term left insurance program, moving expense or
other reimbursements, fringe befits or any other items of compensation.
Compensation shall be determined in accordance with the rules of Section
414(g)(6) of the Code, except that the term "family" shall include only the
Participant's spouse and any lineal descendants who have not attained the age
of 19 before the close of the Plan Year.

         In addition to other applicable limitations set forth in the Plan, and
notwithstanding any other provision of the Plan to the contrary, the annual
compensation of each Employee taken into account under the Plan shall not
exceed the "OBRA '93 Annual Compensation Limit." The "OBRA '93 Annual
Compensation Limit" is $150,000, as adjusted for increases in the cost of
living in accordance with Code Section 401(a)(17)(B).  The cost of living
adjustment in effect for a calendar year applies to any period, not exceeding
12 months, over which compensation is determined ("Determination Period")
beginning in such calendar year.  If a Determination Period consists of fewer
than 12 months, the "OBRA '93 Annual Compensation Limit" will be multiplied by
a fraction, the numerator of which is the number of months in the Determination
Period, and the denominator of which is 12.  Any reference in this Plan to the
limitation under Code Section 401(a)(17) shall mean the "OBRA '93 Annual
Compensation Limit" set forth in this Section.

         1.11    "Effective Date" means date the Company ceases to be a
subsidiary of Santa Fe Energy Resources, Inc.

         1.12    "Eligible Employee" means any Employee of an Employer who (1)
is not (i) a Leased Employee or (ii) a nonresident alien with no U.S. source
income and (2) has satisfied the provisions of Section 3.1; provided, however,
Employees whose employment is governed by the terms of a collective bargaining
agreement between employee representatives and the Employer will not be
eligible to participate in this Plan unless such agreement expressly provides
for such coverage in this Plan.

         1.13    "Employee" means any person who is an employee of the Employer
or an Affiliated Employer as defined in Code Section 3121(d).  Employee shall
also include Leased Employees, except when they are not required to be treated
as employees for Plan purposes by the Code.

         1.14    "Employer" means the Company and any Participating Employer
(as defined in Section 11.1) which shall adopt this Plan, and any successor
which shall maintain this Plan.

         1.15    "Employer Contributions" means the Employer's contributions to
the Plan pursuant to Section 4.1(a).

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         1.16    "ESOP" means an employee stock ownership plan that meets the
requirements of Code Section 409.

         1.17    "Family Member" means an individual described in Code Section
414(q)(6)(B).

         1.18    "Fiduciary" means any person who (a) exercises any
discretionary authority or discretionary control respecting management of the
Plan or exercises any authority or control respecting management or disposition
of its assets, (b) renders investment advice for a fee or other compensation,
direct or indirect, with respect to any monies or other property of the Plan or
has any authority or responsibility to do so, or (c) has any discretionary
authority or discretionary responsibility in the administration of the Plan.

         1.19    "Forfeiture" means that portion of a Participant's Account
that is not Vested in accordance with the provisions of Section 7.4, on account
of the Participant's termination of employment before full vesting.

         1.20    "Former Participant" means a person who has been a
Participant, but who has ceased to be a Participant for any reason.  For
purposes of Section 1.26, a "Former Participant" shall be treated as a Highly
Compensated Participant if such "Former Participant" was a Highly Compensated
Participant when he separated from service with the Employer or was a Highly
Compensated Participant at any time after attaining age 55.

         1.21    "415 Compensation" means compensation as defined in Section
4.4(e).

         1.22    "Highly Compensated Employee" means any Employee or former
Employee who is a highly compensated employee as defined in Code Section 414(q)
and the Regulations thereunder.  Generally, any Employee or former Employee is
considered a Highly Compensated Employee if such Employee or former Employee
performed services for the Employer during the "determination year" and is one
or more of the following groups:

                 (a)      Employees who at any time during the "determination
         year" or "look-back year" were "five percent owners" as defined in
         Section 1.26(c).

                 (b)      Employees who received "415 Compensation" during the
         "look-back year" from the Employer in excess of $75,000.  In
         determining whether an individual has "415 Compensation" of more than
         $75,000, "415 Compensation" from each employer required to be
         aggregated under Code Sections 414(b), (c), (m) and (o) shall be taken
         into account.

                 (c)      Employees who received "415 Compensation" during the
         "look-back year" from the Employer in excess of $50,000 and were in
         the top-paid group of Employees for the Plan Year.  An Employee is in
         the top-paid group of Employees for any Plan Year if such Employee is
         in the group consisting of the top 20% of the Employees when ranked on
         the

                                      I-3
<PAGE>
         basis of "415 Compensation" paid during the Plan Year.  In determining
         whether an individual has "415 Compensation" of more than $50,000,
         "415 Compensation" from each employer required to be aggregated under
         Code Section 414(b), (c), (m) and (o) shall be taken into account.

                 (d)      Employees who during the "look-back year" were
         officers as defined in Section 1.26(a) and received "415 Compensation"
         during the "look-back year" from the Employer greater than 50% of the
         limit in effect under Code Section 415(b)(1)(A) for any such Plan
         Year.  The number of officers shall be limited to the lesser of (i) 50
         employees; or (ii) the greater of 3 employees or 10% of all employees.
         For the purpose of determining the number of officers, the following
         Employees shall be excluded:

                          (1)     Employees with less than six months of
                 service;

                          (2)     Employees who normally work less than 17 1/2
                 hours per week;

                          (3)     Employees who normally work less than six
                 months during a year; and

                          (4)     Employees who have not yet attained age 21.

                 However, such Employees shall still be considered for the
         purpose of identifying the particular Employees who are officers.  If
         the Employer does not have at least one officer whose annual "415
         Compensation" is in excess of 50% of the Code Section 415(b)(1)(A)
         limit, then the highest paid officer of the Employer will be treated
         as a Highly Compensated Employee.

                 (e)      Employees who are in the group consisting of the 100
         Employees paid the greatest "415 Compensation" during the
         "determination year" and are also described in (b), (c) or (d) above
         when these paragraphs are modified to substitute "determination year"
         for "look-back year."

         The "look-back year" shall be the calendar year ending with or within
the Plan Year for which testing is being performed, and the "determination
year" (if applicable) shall be the period of time, if any, that extends beyond
the "look-back year" and ends on the last day of the Plan Year for which
testing is being performed (the "lag period").  If the "lag period" is less
than twelve months long, the threshold amounts specified in (b), (c), and (d)
above shall be prorated based upon the number of months in the "lag period."

         For purposes of this Section, the determination of "415 Compensation"
shall be based only on "415 Compensation" which is actually paid and shall be
made by including amounts which are contributed by the Employer pursuant to a
salary reduction agreement and which are not includible in the gross income of
the Participant under Code Sections 125, 402(e)(3) or 402(g) and Employee

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<PAGE>
contributions described in Code Section 414(h)(2) that are treated as Employer
contributions. Additionally, the dollar threshold amounts specified in (b) and
(c) above shall be adjusted at such time and in such manner as is provided in
Regulations.  In the case of such an adjustment, the dollar limits which shall
be applied are those for the calendar year in which the "determination year" or
"look-back year" begins.

         In determining who is a Highly Compensated Employee, Employees who are
non-resident aliens and who received no earned income (within the meaning of
Code Section 911(d)(2)) from the Employer constituting United States source
income within the meaning of Code Section 861(a)(3) shall not be treated as
Employees.  Additionally, all Affiliated Employers shall be taken into account
as a single employer and Leased Employees within the meaning of Code Sections
414(n)(2) and 414(o)(2) shall be considered Employees unless such Leased
Employees are covered by a plan described in Code Section 414(n)(5) and are not
covered in any qualified plan maintained by the Employer.  The exclusion of
Leased Employees for this purpose shall be applied on a uniform and consistent
basis for all of the Employer's retirement plans

         1.23    "Highly Compensated Participant" means any Highly Compensated
Employee who is eligible to participate in the Plan.

         1.24    "Hour of Service" means (1) each hour for which an Employee is
directly or indirectly compensated or entitled to compensation by the Employer
or an Affiliated Employer for the performance of duties during the applicable
computation period; (2) each hour for which an Employee is directly or
indirectly compensated or entitled to compensation by the Employer or an
Affiliated Employer (irrespective of whether the employment relationship has
terminated) for reasons other than performance of duties (such as vacation,
holidays, sickness, jury duty, disability, lay-off, military duty, or leave of
absence) during the applicable computation period; and (3) each hour for which
back pay is awarded or agreed to by the Employer or Affiliated Employer without
regard to mitigation of damages.  An Employee shall be credited with 95 Hours
of Service for each semimonthly period the Employee is credited with at least
one Hour of Service.

         Notwithstanding the above, (i) no more than 501 Hours of Service are
required to be credited to an Employee on account of any single continuous
period during which the Employee performs no duties (whether or not such period
occurs in a single computation period); (ii) an hour for which an Employee is
directly or indirectly paid, or entitled to payment, on account of a period
during which no duties are performed is not required to be credited to the
Employee if such payment is made or due under a plan maintained solely for the
purpose of complying with applicable worker's compensation, or unemployment
compensation or disability insurance laws; and (iii) Hours of Service are not
required to be credited for a payment which solely reimburses an Employee for
medical or medically related expenses incurred by the Employee.

         For purposes of this Section, a payment shall be deemed to be made by
or due from the Employer or Affiliated Employer regardless of whether such
payment is made by or due from the Employer directly, or indirectly through,
among others, a trust fund, or insurer, to which the

                                      I-5
<PAGE>
Employer or Affiliated Employer contributes or pays premiums and regardless of
whether contributions made or due to the trust fund, insurer, or other entity
are for the benefit of particular Employees or are on behalf of a group of
Employees in the aggregate.

         An Hour of Service must be counted for the purpose of determining a
Year of Service, a 1-Year Break in Service, and employment commencement date
(or reemployment commencement date).  The provisions of Department of Labor
regulations 2530.200b-2(b) and (c) are incorporated herein by reference.

         1.25    "Investment Manager" means an entity that (a) has the power to
manage, acquire, or dispose of Plan assets and (b) acknowledges fiduciary
responsibility to the Plan in writing.  Such entity must be a person, firm, or
corporation registered as an investment adviser under the Investment Advisers
Act of 1940, a bank, or an insurance company.

         1.26    "Key Employee" means an Employee as defined in Code Section
416(i) and the Regulations thereunder.  Generally, any Employee or Former
Employee (as well as each of his Beneficiaries) is considered a Key Employee if
he, at any time during the Plan Year or any of the preceding four Plan Years,
has been included in one of the following categories:

                 (a)      an officer of the Employer (as that term is defined
         within the meaning of the Regulations under Code Section 416) having
         annual "415 Compensation" greater than 50% of the amount in effect
         under Code Section 415(b)(1)(A) for any such Plan Year;

                 (b)      one of the ten Employees having annual "415
         Compensation" from the Employer for a Plan Year greater than the
         dollar limitation in effect under Code Section 415(c)(1)(A) for the
         calendar year in which such Plan Year ends and owning (or considered
         as owning within the meaning of Code Section 318) both more than
         one-half percent interest and the largest interests in the Employer;

                 (c)      a "five percent owner" of the Employer.  "Five
         percent owner" means any person who owns (or is considered as owning
         within the meaning of Code Section 318) more than 5% of the
         outstanding stock of the Employer or stock possessing more than 5% of
         the total combined voting power of all stock of the Employer, or, in
         the case of an unincorporated business, any person who owns more than
         5% of the capital or profits interest in the Employer.  In determining
         percentage ownership hereunder, Employers that would otherwise be
         aggregated under Code Sections 414(b), (c), (m) and (o) shall be
         treated as separate employers; or

                 (d)      a "one percent owner" of the Employer having an
         annual "415 Compensation" from the Employer of more than $150,000.
         "One percent owner" means any person who owns (or is considered as
         owning within the meaning of Code Section 318) more than 1% of the
         outstanding stock of the Employer or stock possessing more than 1% of
         the total combined voting power of all stock of the Employer, or, in
         the case of an unincorporated

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<PAGE>
         business, any person who owns more than 1% of the capital or profits
         interest in the Employer.  In determining percentage ownership
         hereunder, Employers that would otherwise be aggregated under Code
         Sections 414(b), (c), (m) and (o) shall be treated as separate
         Employers.  However, in determining whether an individual has "415
         Compensation" of more than $150,000, "415 Compensation" from each
         employer required to be aggregated under Code Sections 414(b), (c),
         (m) and (o) shall be taken into account.

         For purposes of this Section, the determination of "415 Compensation"
shall be based only on "415 Compensation" which is actually paid and shall be
made by including amounts which are contributed by the Employer pursuant to a
salary reduction agreement and which are not includible in the gross income of
the Participant under Code Sections 125, 402(e)(3), 402(h), 403(b) or 457, and
Employee contributions described in Code Section 414(h)(2) that are treated as
Employer contributions.

         1.27    "Leased Employee" means any person who would be within the
meaning of Code Section 414(n)(2).

         1.28    "Non-Highly Compensated Employee" means any Employee or former
Employee who is not a Highly Compensated Employee nor a Family Member.

         1.29    "Non-Highly Compensated Participant" means any Participant or
Former Participant who is neither a Highly Compensated Participant nor a Family
Member.

         1.30    "Non-Key Employee" means any Employee or former Employee (and
his Beneficiaries) who is not a Key Employee.

         1.31    "Normal Retirement Age" means the later of the Participant's
65th birthday or the fifth anniversary of the date his participation in the
Plan commenced.

         1.32    "1-Year Break in Service" means the applicable computation
period of 12 consecutive months during which an Employee fails to complete more
than 500 Hours of Service.  Further, solely for the purpose of determining
whether a Participant has incurred a 1-Year Break in Service, Hours of Service
shall be recognized for "authorized leaves of absence" and "maternity and
paternity leaves of absence."

         An Employee shall not be deemed to have incurred a 1-Year Break in
Service if he completes an Hour of Service within 12 months following the last
day of the month during which his employment terminated.

         "Authorized leave of absence" means an unpaid, temporary cessation
from active employment with the Employer or Affiliated Employer pursuant to an
established nondiscriminatory policy, whether occasioned by illness, military
service, or any other reason.

                                      I-7
<PAGE>
         A "maternity or paternity leave of absence" means an absence from work
for any period by reason of the Employee's pregnancy, birth of the Employee's
child, placement of a child with the Employee in connection with the adoption
of such child, or any absence for the purpose of caring for such child for a
period immediately following such birth or placement.  For this purpose, Hours
of Service shall be credited for the computation period in which the absence
from work begins, only if credit therefor is necessary to prevent the
Employees from incurring a 1-Year Break in Service, or, in any other case, in
the immediately following computation period.

         1.33    "Other Investments Account" means the account of a Participant
which is credited with his share of the net gain (or loss) of the Plan,
Forfeitures and Employer Contributions and which is not invested in Company
Stock.

         1.34    "Participant" means any Eligible Employee who participates in
the Plan pursuant to Section 3.1.

         1.35    "Participant's Accounts" means the accounts established and
maintained by the Administrator for each Participant with respect to his total
interest in the Plan and Trust resulting from Employer Contributions, which
shall include the Company Stock Account and the Other Investment Account.

         1.36    "Plan" means this instrument, including all amendments
thereto.

         1.37    "Plan Year" means the calendar year, which shall also be the
limitation year for purposes of Code Section 415; provided, however, the
initial Plan Year shall be a short year beginning on the Effective Date.

         1.38    "Regulation" means the Income Tax Regulations as promulgated
by the Secretary of the Treasury or his delegate, and as amended from time to
time.

         1.39    "Retirement" means a Participant's ceasing to be an Employee
on or after reaching  age 55 and completing 10 or more Years of Service.

         1.40    "Top Heavy Plan" means a plan described in Article XII.

         1.41    "Top Heavy Plan Year" means a Plan Year during which the Plan
is a Top Heavy Plan.

         1.42    "Total and Permanent Disability" means, as determined by the
Administrator, a Participant's complete inability to substantially perform each
of the material duties of any gainful occupation for which the Participant is
reasonably qualified by reason of his education, training or experience, which
condition is reasonably expected to continue for an extended period of time.

                                      I-8
<PAGE>
         1.43    "Trust" means the trust established under the Trust Agreement
to hold and invest contributions made under the Plan and from which the Plan
benefits will be distributed.

         1.44    "Trust Agreement" means the agreement entered into between the
Company and the Trustee establishing a trust to hold and invest contributions
made under the Plan and from which benefits will be distributed.

         1.45    "Trust Fund" means the assets of the Plan and Trust as the
same shall exist from time to time.

         1.46    "Trustee" means the person or entity named as trustee herein
or in any separate trust forming a part of this Plan, and any successors.

         1.47    "Valuation Date" means each business day of each Plan Year.

         1.48    "Vested" means the portion of a Participant's Account that is
nonforfeitable.

         1.49    "Year of Service" means the computation period of 12
consecutive months, herein set forth, during which an Employee has at least
1,000 Hours of Service.

                 (a)      For purposes of determining an Employee's eligibility
         to participate in the Plan, the computation period shall be the 12
         consecutive month period beginning on the date the Employee first
         performs an Hour of Service for an Affiliated Employer; however,
         succeeding eligibility periods after the initial eligibility period
         shall be the Plan Year, and an Employee who is credited with 1,000 or
         more Hours of Service in both the initial eligibility period and the
         first Plan Year beginning prior to the anniversary of the Employee's
         initial period shall be credited with two Years of Service for
         eligibility purposes.

                 (b)      For purposes of determining an Employee's vested
         percentage under Section 7.4, the computation period shall be the Plan
         Year.  Notwithstanding the foregoing, for any short Plan Year, the
         determination of whether an Employee has completed a Year of Service
         shall be made in accordance with Department of Labor Regulation
         2530.203-2(c).

                 (c)      Years of Service recognized under the Company's
         401(k) plan on the Effective Date shall be recognized under this Plan.

                                      I-9
<PAGE>
                                   ARTICLE II
                                 ADMINISTRATION

         2.1     ASSIGNMENT AND DESIGNATION OF ADMINISTRATIVE AUTHORITY

                 (a)      The Chief Executive Officer of the Company ("CEO")
         may appoint one or more persons to be the Administrator.  Any person,
         including, but not limited to, the Employees, shall be eligible to
         serve as an Administrator.  Any person so appointed shall signify his
         acceptance by filing written acceptance with the Company.  An
         Administrator may resign by delivering his written resignation to the
         Company or be removed by the CEO by delivery of written notice of
         removal, to take effect at a date specified therein, or upon delivery
         to the CEO if no date is specified.

                 (b)      The CEO, upon the resignation or removal of an
         appointed Administrator, may designate in writing a successor to this
         position.  If the CEO does not appoint an Administrator, the Company
         will function as the Administrator.

                 (c)      The CEO shall be empowered to appoint and remove an
         appointed Administrator from time to time as it deems necessary for
         the proper administration of the Plan to assure that the Plan is being
         operated for the exclusive benefit of the Participants and their
         Beneficiaries in accordance with the terms of the Plan, the Code, and
         the Act.

                 (d)      The CEO shall periodically review the performance of
         the Administrator or other person to whom duties have been delegated
         or allocated by it under the provisions of this Plan or pursuant to
         procedures established hereunder.  This requirement may be satisfied
         by formal periodic review by the CEO or by a qualified person
         specifically designated by the CEO, through day-to-day conduct and
         evaluation, or through any other appropriate method.

                 (e)      The Administrator will furnish Plan Fiduciaries and
         Participants with notices and information statements when voting
         rights must be exercised pursuant to Section 8.2.

         2.2     ALLOCATION AND DELEGATION OF RESPONSIBILITIES

         If more than one person is appointed as Administrator, the CEO may
designate the responsibilities of each Administrator as may be specified by the
CEO and accepted in writing by each Administrator.  In the event that no such
delegation is made by the CEO, the Administrators may allocate the
responsibilities among themselves, in which event the Administrators shall
notify the CEO and the Trustee in writing of such action and specify the
responsibilities of each Administrator.  The Trustee thereafter shall accept
and rely upon any documents executed by the appropriate Administrator until
such time as the CEO or the Administrators file with the Trustee a written
revocation of such designation.

                                      II-1
<PAGE>
         2.3      POWERS AND DUTIES OF THE ADMINISTRATOR

         The primary responsibility of the Administrator is to administer the
Plan for the exclusive benefit of the Participants and their Beneficiaries,
subject to the specific terms of the Plan.  The Administrator shall administer
the Plan in accordance with its terms and shall have the power to determine all
questions arising in connection with the administration, interpretation, and
application of the Plan.  Any such determination by the Administrator shall be
conclusive and binding upon all persons.  The Administrator may establish
procedures, correct any defect, supply any information, or reconcile any
inconsistency in such manner and to such extent as shall be deemed necessary or
advisable to carry out the purpose of the Plan; provided, however, that any
procedure, discretionary act, interpretation or construction shall be done in a
nondiscriminatory manner based upon uniform principles consistently applied and
shall be consistent with the intent that the Plan shall continue to be deemed a
qualified plan under the terms of Code Section 401(a), and shall comply with
the terms of the Act and all regulations issued pursuant thereto.  The
Administrator shall have all powers necessary or appropriate to accomplish his
duties under this Plan.

         The Administrator shall be charged with the duties of the general
administration of the Plan, including, but not limited to, the following:

                 (a)      to determine all questions relating to the
         eligibility of Employees to participate or remain a Participant
         hereunder;

                 (b)      to compute, certify, and direct the Trustee with
         respect to the amount and the kind of benefits to which any
         Participant shall be entitled hereunder;

                 (c)      to authorize and direct the Trustee with respect to
         all disbursements from the Trust;

                 (d)      to maintain all necessary records for the
         administration of the Plan;

                 (e)      to interpret the provisions of the Plan and to make
         and publish such rules for regulation of the Plan as are consistent
         with the terms hereof;

                 (f)      to determine the size and type of any contract to be
         purchased from any insurer, and to designate the insurer from which
         such contract shall be purchased;

                 (g)      to compute and certify to the Employer from time to
         time the sums of money necessary or desirable to be contributed to the
         Trust Fund;

                 (h)      to establish a "funding policy and method", i.e., it
         shall consult with the Employer, and it shall determine whether the
         Plan has a short range need for liquidity (e.g., to pay benefits) or
         whether liquidity is a long range goal and investment growth (and
         stability of same) is a more current need, or shall appoint a
         qualified person to do so.  Such "funding

                                      II-2
<PAGE>
         policy and method" shall be consistent with the objectives of this
         Plan and with the requirements of Title I of the Act;

                 (i)      to establish and communicate to Participants a
         procedure and method to insure that each Participant will vote Company
         Stock allocated to such Participant's Company Stock Account pursuant
         to Section 8.2; and

                 (j)      to assist any Participant regarding his rights,
         benefits, or elections available under the Plan.

         2.4     RECORDS AND REPORTS

         The Administrator shall keep a record of all actions taken and shall
keep all other books of account, records, and other data that may be necessary
for proper administration of the Plan and shall be responsible for supplying
all information and reports to the Internal Revenue Service, Department of
Labor, Participants, Beneficiaries and others as required by law.

         2.5     AUDIT

                 (a)      If an audit of the Plan's records shall be required
         by the Act and the regulations thereunder for any Plan Year, the
         Administrator shall appoint an independent qualified public accountant
         for that purpose.  Such accountant shall, after an audit of the books
         and records of the Plan in accordance with generally accepted auditing
         standards, within a reasonable period after the close of the Plan
         Year, furnish to the Administrator and the Trustee a report of his
         audit setting forth his opinion as to whether each of the following
         statements, schedules or lists, or any others that are required by
         Section 103 of the Act or the Secretary of Labor to be filed with the
         Plan's annual report, are presented fairly and in conformity with
         generally accepted accounting principles applied consistently:

                          (1)     statement of the assets and liabilities of
                 the Plan;

                          (2)     statement of changes in net assets
                 available to the Plan;


                          (3)     statement of receipts and disbursements, a
                 schedule of all assets held for investment purposes, a
                 schedule of all loans or fixed income obligations in default
                 at the close of the Plan Year;

                          (4)     a list of all leases in default or
                 uncollectible during the Plan Year;

                          (5)     the most recent annual statement of assets
                 and liabilities of any bank common or collective trust fund in
                 which Plan assets are invested or such information regarding
                 separate accounts or trusts with a bank or insurance company
                 as the Administrator deems necessary; and

                                      II-3
<PAGE>
                          (6)     a schedule of each transaction or series of
                 transactions involving an amount in excess of 5% of Plan
                 assets.

                 All auditing and accounting fees shall be an expense of and
         may, at the election of the Administrator, be paid from the Trust
         Fund.

                 (b)      If some or all of the information necessary to enable
         the Administrator to comply with Section 103 of the Act is maintained
         by a bank, insurance company, or similar institution, regulated and
         supervised and subject to periodic examination by a state or federal
         agency, it shall transmit and certify the accuracy of that information
         to the Administrator as provided in Section 103(b) of the Act within
         120 days after the end of the Plan Year or such other date as may be
         prescribed under regulations of the Secretary of Labor.

         2.6     APPOINTMENT OF ADVISORS

         The Administrator may appoint counsel, specialists, advisors, and
other persons as the Administrator deems necessary or desirable in connection
with the administration of this Plan.

         2.7     INFORMATION FROM EMPLOYER

         To enable the Administrator to perform his functions, the Employer
shall supply full and timely information to the Administrator on all matters
relating to the Compensation of all Participants, their Hours of Service, their
Years of Service, their retirement, death, disability, or termination of
employment, and such other pertinent facts as the Administrator may require;
and the Administrator shall advise the Trustee of such of the foregoing facts
as may be pertinent to the Trustee's duties under the Plan.  The Administrator
may rely upon such information as is supplied by the Employer and shall have no
duty or responsibility to verify such information.

         2.8     PAYMENT OF EXPENSES

         All expenses of administration may be paid out of the Trust Fund
unless voluntarily paid by the Employer.  Such expenses shall include any
expenses incident to the functioning of the Administrator, including, but not
limited to, fees of accountants, counsel, the Trustee and other specialists and
their agents, and other costs of administering the Plan and/or the Trust.
Until paid, the expenses shall constitute a liability of the Trust Fund.
However, the Employer may reimburse the Trust Fund for any administration
expense incurred.  Any administration expense paid to the Trust Fund as a
reimbursement shall not be considered an Employer contribution.

         2.9     ACTIONS BY ADMINISTRATOR

         The Administrator shall hold meetings upon such notice and at such
time and places as it may from time to time determine.  Notice to a member
shall not be required if waived in writing by that member.  A majority of the
members of the Administrator duly appointed shall constitute a quorum

                                      II-4
<PAGE>
for the transaction of business.  All resolutions or other actions taken by the
Administrator at any meeting where a quorum is present shall be by vote of a
majority of those present at such meeting and entitled to vote.  Resolutions
may be adopted or other action taken without a meeting upon written consent
signed by all of the Administrators.

         2.10    CLAIMS PROCEDURE

         Claims for benefits under the Plan must be filed with the
Administrator in writing.  Written notice of the disposition of a claim shall
be furnished to the claimant within 90 days after the application is filed.  In
the event the claim is denied, the reasons for the denial shall be specifically
set forth in the notice in language calculated to be understood by the
claimant, pertinent provisions of the Plan shall be cited, and, where
appropriate, an explanation as to how the claimant can perfect the claim will
be provided.  In addition, the claimant shall be furnished with an explanation
of the Plan's claims review procedure.

         2.11    CLAIMS REVIEW PROCEDURE

         Any Employee, Former Employee, or Beneficiary of either, who has been
denied a benefit by a decision of the Administrator pursuant to Section 2.10
shall be entitled to request the Administrator to give further consideration to
his claim by filing with the Administrator (on a form which may be obtained
from the Administrator) a request for a hearing.  Such request, together with a
written statement of the reasons why the claimant believes his claim should be
allowed, shall be filed with the Administrator no later than 60 days after
receipt of the written notification provided for in Section 2.10.  The
Administrator shall then conduct a hearing within the next 60 days, at which
the claimant may be represented by an attorney or any other representative of
his choosing and at which the claimant shall have an opportunity to submit
written and oral evidence and arguments in support of his claim.  At the
hearing (or prior thereto upon 5 business days written notice to the
Administrator) the claimant or his representative shall have an opportunity to
review all documents in the possession of the Administrator which are pertinent
to the claim at issue and its disallowance.  Either the claimant or the
Administrator may cause a court reporter to attend the hearing and record the
proceedings.  In such event, a complete written transcript of the proceedings
shall be furnished to both parties by the court reporter.  The full expense of
any such court reporter and such transcripts shall be borne by the party
causing the court reporter to attend the hearing.  A final decision as to the
allowance of the claim shall be made by the Administrator within 60 days of
receipt of the appeal (unless there has been an extension of 60 days due to
special circumstances, provided the delay and the special circumstances
occasioning it are communicated to the claimant within the 60 day period).
Such communication shall be written in a manner calculated to be understood by
the claimant and shall include specific reasons for the decision and specific
references to the pertinent Plan provisions on which the decision is based.

                                      II-5
<PAGE>
                                  ARTICLE III
                                  ELIGIBILITY

         3.1     CONDITIONS OF ELIGIBILITY

         Each Employee who is an Eligible Employee on the Effective Date shall
automatically participate in the Plan commencing on the Effective Date.  All
other Employees shall automatically become Participants as of the date they
become an Eligible Employee.

         3.2     EFFECT OF PARTICIPATION UPON THE ACCEPTANCE OF ANY BENEFITS
                 UNDER THIS PLAN

         An Eligible Employee shall automatically be bound by the terms and
conditions of the Plan and all amendments hereto.

         3.3     DETERMINATION OF ELIGIBILITY

         The Administrator shall determine the eligibility of each Employee for
participation in the Plan based upon information furnished by the Employer.
Such determination shall be conclusive and binding upon all persons, as long as
the same is made pursuant to the Plan and the Act.  Such determination shall be
subject to review as provided for in Section 2.8 and 2.9.

         3.4     TERMINATION OF ELIGIBILITY

         In the event a Participant shall go from a classification of an
Eligible Employee to a noneligible Employee, such Former Participant shall
continue to vest in his interest in the Plan for each Year of Service completed
while a noneligible Employee, until such time as his Participant's Account
shall be forfeited or distributed pursuant to the terms of the Plan.
Additionally, his interest in the Plan shall continue to share in the
earnings/losses of the Trust Fund.

         3.5     OMISSION OF ELIGIBLE EMPLOYEE

         If, in any Plan Year, any Employee who should be included as a
Participant in the Plan is erroneously omitted and discovery of such omission
is not made until after a contribution by his Employer for the year has been
made, the Employer shall make a subsequent contribution with respect to the
omitted Employee in the amount which the Employer would have contributed with
respect to him had he not been omitted.  Such contribution shall be made
regardless of whether or not it is deductible in whole or in part in any
taxable year under applicable provisions of the Code.

         3.6     INCLUSION OF INELIGIBLE EMPLOYEE

         If, in any Plan Year, any person who should not have been included as
a Participant in the Plan is erroneously included and discovery of such
incorrect inclusion is not made until after a

                                     III-1
<PAGE>
contribution for the year has been made, the Employer shall not be entitled to
recover the contribution made with respect to the ineligible person regardless
of whether or not a deduction is allowable with respect to such contribution.
In such event, the amount contributed with respect to the ineligible person
shall constitute a Forfeiture for the Plan Year in which the discovery is made.

                                     III-2
<PAGE>
                                   ARTICLE IV
                          CONTRIBUTION AND ALLOCATION

         4.1     EMPLOYER'S CONTRIBUTION

                 (a)      Subject to paragraph (b) below and Section 4.4, each
         Plan Year the Employer shall contribute to the Plan such amount, if
         any, as the Board, in its sole discretion, may authorize for that Plan
         Year.

                 (b)      The Employer Contribution for any Plan Year shall not
         exceed the maximum amount allowable as a deduction to the Employer
         under the provisions of Code Section 404; provided however, to the
         extent necessary to provide the top heavy minimum allocations, the
         Employer shall make a contribution even if it exceeds the amount which
         is deductible under Code Section 404.

         4.2     TIME OF PAYMENT OF EMPLOYER'S CONTRIBUTION

         Employer Contributions will be paid in cash and/or in Company Stock as
the Company's Board of Directors or its delegatees may from time to time
determine.  Company Stock will be valued at its then fair market value.  The
Employer Contribution with respect to a Plan Year will be paid to the Plan in
all events on or before the date required to make such contribution a deduction
on the Employer's federal income tax return for the year.

         4.3     ALLOCATION OF CONTRIBUTION, FORFEITURES AND EARNINGS

                 (a)      The Administrator shall establish and maintain an
         account in the name of each Participant to which the Administrator
         shall credit as of each Valuation Date all amounts allocated to each
         such Participant as set forth herein.  However, the Administrator may
         separately account for that portion of each Participant's Account
         attributable to Top Heavy Plan Years.

                 (b)      The Employer shall provide the Administrator with all
         information required by the Administrator to make a proper allocation
         of the Employer Contribution for each Plan Year.  As soon as
         reasonably practicable after the date of receipt by the Administrator
         for such information, the Administrator shall allocate the Employer
         Contribution to each eligible Participant (as provided below) in the
         ratio that such Participant's Compensation for such year bears to the
         aggregate Compensation of all Participants entitled to share in the
         Employer Contribution for such year.

                 A Participant who is not an Employee on the last day of the
         Plan Year shall not be eligible to share in the Employer Contribution
         for that year, unless otherwise required pursuant to the "top heavy"
         rules of Section 4.3(h).

                                      IV-1
<PAGE>
                 (c)      Stock dividends on Company Stock held in a
         Participant's Company Stock Account shall be credited to his Company
         Stock Account when paid.  Cash dividends on Company Stock held in his
         Company Stock Account may, in the sole discretion of the
         Administrator, be credited to his Participants Other Investments
         Account, reinvested in Company Stock or distributed to the
         Participant.

                 Company Stock received by the Trust during a Plan Year with
         respect to a contribution by the Employer for the preceding Plan Year
         shall be allocated to the accounts of Participants as of the
         Anniversary Date of such preceding Plan Year.

                 (d)      As of each Valuation Date, before allocation of
         Employer Contributions for such Plan Year, any earnings or losses (net
         appreciation or net depreciation) of the Trust Fund shall be allocated
         in the same proportion that each Participant's and Former
         Participant's Other Investment Accounts (other than each Participant's
         Company Stock Account) bear to the total of all Participants' and
         Former Participants' Other Investment Accounts (other than
         Participants' Company Stock Accounts) as of such date.  Earnings or
         losses include the increase (or decrease) in the fair market value of
         assets of the Trust Fund (other than Company Stock in the
         Participants' Company Stock Accounts) since the preceding Valuation
         Date.

                 (e)      The Administrator shall establish accounting
         procedures for the purpose of making the allocations, valuations and
         adjustments to Participants' Accounts provided for in this Section.
         Should the Administrator determine that the strict application of its
         accounting procedures shall not result in an equitable and
         nondiscriminatory allocation among the Participants' Accounts, it may
         modify its procedures for the purpose of achieving an equitable and
         nondiscriminatory allocation in accordance with the general concepts
         of the Plan and the provisions of this Section, provided, however,
         that such adjustments to achieve equity shall not reduce the Vested
         portion of a Participant's Account.

                 (f)      Separate accounts shall be maintained for all
         Participants.  Such separate accounts shall not require a segregation
         of the Plan assets and no Participant shall acquire any right to or
         interest in any specific asset of the Trust as a result of the
         allocations provided for in the Plan.

                 (g)      As of each Anniversary Date any amounts which became
         Forfeitures since the last Anniversary Date shall first be made
         available to reinstate previously forfeited account balances of Former
         Participants, if any.  The remaining Forfeitures, if any, shall be
         applied as an Employer Contribution for such year and shall reduce the
         amount of Employer Contribution, if any, otherwise authorized for such
         year.

                 (h)      Minimum Allocations Required for Top Heavy Plan
         Years:  Notwithstanding the foregoing, for any Top Heavy Plan Year,
         the sum of the Employer Contributions and Forfeitures allocated to the
         Participant's Account for each Non-Key Employee shall be equal

                                      IV-2
<PAGE>
         to at least 3% of such Non-Key Employee's "415 Compensation" (reduced
         by contributions and forfeitures, if any, allocated to each Non-Key
         Employee in any defined contribution plan included with this plan in a
         Required Aggregation Group).  However, if (i) the sum of the Employer
         Contributions and Forfeitures allocated to the Participant's Account
         of each Key Employee for such Top Heavy Plan Year is less than 3% of
         each Key Employee's "415 Compensation" and (ii) this Plan is not
         required to be included in an Aggregation Group to enable a defined
         benefit plan to meet the requirements of Code Sections 401(a)(4) or
         410, the sum of the Employer Contributions and Forfeitures allocated
         to the Participant's Account of each Non-Key Employee shall be equal
         to the largest percentage allocated to the Participant's Account of
         any Key Employee.

                 Except, however, no such minimum allocation shall be required
         in this Plan for any Non-Key Employee who participates in another
         defined contribution plan subject to Code Section 412 providing such
         benefits included with this Plan in a Required Aggregation Group.

                 (i)      For purposes of the minimum allocations set forth
         above the percentage allocated to the Participant's Account of any Key
         Employee shall be equal to the ratio of the sum of the Employer
         Contributions allocated on behalf of such Key Employee divided by the
         "415 Compensation" for such Key Employee.

                 (j)      For any Top Heavy Plan Year, the minimum allocations
         set forth above shall be allocated to the Participant's Account of all
         Non-Key Employees who are Participants and who are employed by the
         Employer on the last day of the Plan Year, including Non-Key Employees
         who have (1) failed to complete a Year of Service; (2) declined to
         make mandatory contributions (if required) or elective deferrals to
         the Plan; and (3) been excluded from participation because of their
         level of Compensation.

                 (k)      In lieu of the above, in any Plan Year in which a
         Non-Key Employee is a Participant in both this Plan and a defined
         benefit pension plan included in a Required Aggregation Group which is
         top heavy, the Employer shall not be required to provide such Non-Key
         Employee with both the full separate defined benefit plan minimum
         benefit and the full separate defined contribution plan minimum
         allocation.

                 Therefore, for any Plan Year when the Plan is a Top Heavy
         Plan, Non-Key Employees who are participating in this Plan and a
         defined benefit plan maintained by the Employer shall receive a
         minimum monthly accrued benefit in the defined benefit plan equal to
         the product of (1) 1/12th of "415 Compensation" averaged over a five
         consecutive "limitation years" (or actual "limitation years" if less)
         which produce the highest average and (2) the lesser of (i) 2%
         multiplied by Years of Service when the plan is top heavy or (ii) 20%.

                                      IV-3
<PAGE>
                 (l)      For the purposes of this Section, "415 Compensation"
         shall be as defined in Section 4.4(e), and shall be limited to
         $150,000 in all Plan Years (unless adjusted in such manner as
         permitted under Code Section 401(a)(17).

                 (m)      If a Former Participant is reemployed after five
         consecutive 1-Year Breaks in Service, then separate accounts shall be
         maintained as follows:

                          (1)     one account for nonforfeitable benefits
                 attributable to pre-break service; and

                          (2)     one account representing his status in the
                 Plan attributable to post-break service.

         4.4     MAXIMUM ANNUAL ADDITIONS

                 (a)      Notwithstanding the foregoing, the maximum "annual
         additions" credited to a Participant's accounts for any "limitation
         year" shall equal the lesser of:  (1) $30,000 (or, if greater,
         one-fourth of the dollar limitation in effect under Code Section
         415(b)(1)(A)) or (2) 25% of the Participant's "415 Compensation" for
         such "limitation year".

                 (b)      For purposes of applying the limitations of Code
         Section 415, "annual additions" means the sum credited to a
         Participant's accounts for any "limitation year" of (1) Employer
         Contributions, (2) Employee contributions, (3) Forfeitures, (4)
         amounts allocated, after March 31, 1984, to an individual medical
         account, as defined in Code Section 415(l)(2) which is part of a
         pension or annuity plan maintained by the Employer and (5) amounts
         derived from contributions paid or accrued after December 31, 1985, in
         taxable years ending after such date, which are attributable to
         post-retirement medical benefits allocated to the separate account of
         a key employee (as defined in Code Section 419A(d)(3)) under a welfare
         benefit plan (as defined in Code Section 419(e)) maintained by the
         Employer.  Except, however, the "415 Compensation" percentage
         limitation referred to in paragraph (a)(2) above shall not apply to:
         (1) any contribution for medical benefits (within the meaning of Code
         Section 419A(f)(2)) after separation from service which is otherwise
         treated as an "annual addition", or (2) any amount otherwise treated
         as an "annual addition" under Code Section 415(l)(1).

                 (c)      For purposes of applying the limitations of Code
         Section 415, the transfer of funds from one qualified plan to another
         is not an "annual addition." In addition, the following are not
         Employee contributions for the purposes of Section 4.4(b)(2):  (1)
         rollover contributions (as defined in Code Sections 402(a)(5),
         403(a)(4), 403(b)(8) and 408(d)(3)); (2) repayments of loans made to a
         Participant from the Plan; (3) repayments of distributions received by
         an Employee pursuant to Code Section 411(a)(7)(B) (cash-outs); (4)
         repayments of distributions received by an Employee pursuant to Code
         Section 411(a)(3)(D) (mandatory

                                      IV-4
<PAGE>
         contributions); and (5) Employee contributions to a simplified
         employee pension excludable from gross income under Code Section
         408(k)(6).

                 (d)      If no more than one-third of the Employer
         Contributions to this Plan for a Plan Year which are deductible under
         Code Section 404(a)(9) are allocated to Highly Compensated Employees,
         the limitations of paragraph (a) shall not apply to:

                          (1)     Forfeitures of Company Stock which were
                 acquired with the proceeds of an Exempt Loan, or

                          (2)     Employer Contributions to this Plan which are
                 deductible under Code Section 404(a)(9)(B) and charged against
                 the Participant's accounts.

                 (e)      For purposes of applying the limitations of Code
         Section 415, "415 Compensation" shall include the Participant's wages,
         salaries, fees for professional services, and other amounts received
         for personal services actually rendered in the course of employment
         with an Employer maintaining the Plan (including, but not limited to,
         commissions paid salesmen, compensation for services on the basis of a
         percentage of profits, commissions on insurance premiums, tips,
         bonuses, fringe benefits, and reimbursements or other expense
         allowances under a nonaccountable plan (as described in Regulation
         1.62-2(c)) for a Plan Year.

                 "415 Compensation" shall exclude (1)(A) contributions made by
         the Employer to a plan of deferred compensation to the extent that,
         before the application of the Code Section 415 limitations to the
         Plan, the contributions are not includable in the gross income of the
         Employee for the taxable year in which contributed, (B) Employer
         contributions made on behalf of an Employee to a simplified employee
         pension plan described in Code Section 408(k) to the extent such
         contributions are excludable from the Employee's gross income, (C) any
         distributions from a plan of deferred compensation; (2) amounts
         realized from the exercise of a non-qualified stock option or when
         restricted stock (or property) held by an Employee either becomes
         freely transferable or is no longer subject to a substantial risk of
         forfeiture; (3) amounts realized from the sale, exchange, or other
         disposition of stock acquired under a qualified stock option; and (4)
         other amounts that receive special tax benefits, such as premiums for
         group term life insurance (but only to the extent that the premiums
         are not includable in the gross income of the Employee), or
         contributions made by the Employer (whether or not under a salary
         reduction agreement) towards the purchase of any annuity contract
         described in Code Section 403(b) (whether or not the contributions are
         excludable from the gross income of the Employee).  "415 Compensation"
         shall be limited to $150,000 (unless adjusted in the same manner as
         permitted under Code Section 415(d)).

                 (f)      For purposes of applying the limitations of Code
         Section 415, the "limitation year" shall be the Plan Year.

                                      IV-5
<PAGE>
                 (g)      The dollar limitation under Code Section 415(b)(1)(A)
         stated in paragraph (a)(1) above shall be adjusted annually as
         provided in Code Section 415(d) pursuant to the Regulations.  The
         adjusted limitation is effective as of January 1st of each calendar
         year and is applicable to "limitation years" ending with or within
         that calendar year.

                 (h)      For the purpose of this Section, all qualified
         defined benefit plans (whether terminated or not) ever maintained by
         the Employer shall be treated as one defined benefit plan, and all
         qualified defined contribution plans (whether terminated or not) ever
         maintained by the Employer shall be treated as one defined
         contribution plan.

                 (i)      For the purpose of this Section, if the Employer is a
         member of a controlled group of corporations, trades or businesses
         under common control (as defined by Code Section 1563(a) or Code
         Section 414(b) and (c) as modified by Code Section 415(h)), is a
         member of an affiliated service group (as defined by Code Section
         414(m)), or is a member of a group of entities required to be
         aggregated pursuant to Regulations under Code Section 414(o), all
         Employees of such Employers shall be considered to be employed by a
         single Employer.

                 (j)      For the purpose of this Section, if this Plan is a
         Code Section 413(c) plan, all Employers of a Participant who maintain
         this Plan will be considered to be a single Employer.

                 (k)      (1)     If a Participant participates in more than
                 one defined contribution plan maintained by the Employer which
                 have different Anniversary Dates, the maximum "annual
                 additions" under this Plan shall equal the maximum "annual
                 additions" for the "limitation year" minus any "annual
                 additions" previously credited to such Participant's accounts
                 under the other plan during the "limitation year."

                          (2)     If a Participant participates in both a
                 defined contribution plan subject to Code Section 412 and a
                 defined contribution plan not subject to Code Section 412
                 maintained by the Employer which have the same Anniversary
                 Date, "annual additions" will be credited to the Participant's
                 accounts under the defined contribution plan subject to Code
                 Section 412 prior to crediting "annual additions" to the
                 Participant's accounts under the defined contribution plan not
                 subject to Code Section 412.

                          (3)     If a Participant participates in more than
                 one defined contribution plan not subject to Code Section 412
                 maintained by the Employer which have the same Anniversary
                 Date, the maximum "annual additions" under this Plan shall
                 equal the product of (A) the maximum "annual additions" for
                 the "limitation year" minus any "annual additions" previously
                 credited under subparagraphs (1) or (2) above, multiplied by
                 (B) a fraction (i) the numerator of which is the "annual
                 additions" which would be credited to such Participant's
                 accounts under this Plan without

                                      IV-6
<PAGE>
                 regard to the limitations of Code Section 415 and (ii) the
                 denominator of which is such "annual additions" for all plans
                 described in this subparagraph.

                 (l)      If an Employee is (or has been) a Participant in one
         or more defined benefit plans and one or more defined contribution
         plans maintained by the Employer, the sum of the defined benefit plan
         fraction and the defined contribution plan fraction for any
         "limitation year" may not exceed 1.0.

                 (m)      The defined benefit plan fraction for any "limitation
         year" is a fraction, the numerator of which is the sum of the
         Participant's projected annual benefits under all the defined benefit
         plans (whether or not terminated) maintained by the Employer, and the
         denominator of which is the lesser of 125 percent of the dollar
         limitation determined for the "limitation year" under Code Sections
         415(b) and (d) or 140 percent of the highest average compensation,
         including any adjustments under Code Section 415(b).

                 Notwithstanding the above, if the Participant was a
         Participant as of the first day of the first "limitation year"
         beginning after December 31, 1986, in one or more defined benefit
         plans maintained by the Employer which were in existence on May 6,
         1986, the denominator of this fraction will not be less than 125
         percent of the sum of the annual benefits under such plans which the
         Participant had accrued as of the close of the last "limitation year"
         beginning before January 1, 1987, disregarding any changes in the
         terms and conditions of the plan after May 5, 1986.  The preceding
         sentence applies only if the defined benefit plans individually and in
         the aggregate satisfied the requirements of Code Section 415 for all
         "limitation years" beginning before January 1, 1987.

                 (n)      The defined contribution plan fraction for any
         "limitation year" is a fraction, the numerator of which is the sum of
         the annual additions to the Participant's Account under all the
         defined contribution plans (whether or not terminated) maintained by
         the Employer for the current and all prior "limitation years"
         (including the annual additions attributable to the Participant's
         nondeductible Employee contributions to all defined benefit plans,
         whether or not terminated, maintained by the Employer, and the annual
         additions attributable to all welfare benefit funds, as defined in
         Code Section 419(e), and individual medical accounts, as defined in
         Code Section 415(l)(2), maintained by the Employer), and the
         denominator of which is the sum of the maximum aggregate amounts for
         the current and all prior "limitation years" of service with the
         Employer (regardless of whether a defined contribution plan was
         maintained by the Employer).  The maximum aggregate amount in any
         "limitation year" is the lesser of 125 percent of the dollar
         limitation determined under Code Sections 415(b) and (d) in effect
         under Code Section 415(c)(1)(A) or 35 percent of the Participant's
         Compensation for such year.

                 If the Employee was a Participant as of the end of the first
         day of the first "limitation year" beginning after December 31, 1986,
         in one or more defined contribution plans maintained by the Employer
         which were in existence on May 6, 1986, the numerator of this

                                      IV-7
<PAGE>
         fraction will be adjusted if the sum of this fraction and the defined
         benefit fraction would otherwise exceed 1.0 under the terms of this
         Plan.  Under the adjustment, an amount equal to the product of (1) the
         excess of the sum of the fractions over 1.0 times (2) the denominator
         of this fraction, will be permanently subtracted from the numerator of
         this fraction.  The adjustment is calculated using the fractions as
         they would be computed as of the end of the last "limitation year"
         beginning before January 1, 1987, and disregarding any changes in the
         terms and conditions of the Plan made after May 5, 1986, but using the
         Code Section 415 limitation applicable to the first "limitation year"
         beginning on or after January 1, 1987.  The annual addition for any
         "limitation year" beginning before January 1, 1987 shall not be
         recomputed to treat all Employee contributions as annual additions.

                 (o)      Notwithstanding the foregoing, for any "limitation
         year" in which the Plan is a Top Heavy Plan, 100 percent shall be
         substituted for 125 percent in paragraph (l) and (m) unless the extra
         minimum allocation is being provided pursuant to Section 4.3(i).
         However, for any "limitation year" in which the Plan is a Super Top
         Heavy Plan, 100 percent shall be substituted for 125 percent in any
         event.

                 (p)      If the sum of the defined benefit plan fraction and
         the defined contribution plan fraction shall exceed 1.0 in any
         "limitation year" for any Participant in this Plan, the Administrator
         shall limit, to the extent necessary, the "annual additions" to such
         Participant's accounts for such "limitation year."  If, after limiting
         the "annual additions" to such Participant's accounts for the
         "limitation year,"the sum of the defined benefit plan fraction and the
         defined contribution plan fraction still exceed 1.0, the Administrator
         shall then adjust the numerator of the defined benefit plan fraction
         so that the sum of both fractions shall not exceed 1.0 in any
         "limitation year" for such Participant.

                 (q)      Notwithstanding anything contained in this Section to
         the contrary, the limitations, adjustments and other requirements
         prescribed in this Section shall at all times comply with the
         provisions of Code Section 415 and the Regulations thereunder, the
         terms of which are specifically incorporated herein by reference and
         which to the extent they may not be applied in more than one manner
         shall control over any provision in this Plan.

         4.5     ADJUSTMENT FOR EXCESSIVE ANNUAL ADDITIONS

                 (a)      If, as a result of the allocation of Forfeitures, a
         reasonable error in estimating a Participant's Compensation or other
         facts and circumstances to which Regulation 1.415-6(b)(6) shall be
         applicable, the "annual additions" under this Plan would cause the
         maximum "annual additions" to be exceeded for any Participant, the
         Administrator shall (1) hold any "excess amount" remaining after the
         return of any voluntary Employee contributions in a "Section 415
         suspense account" (2) allocate and reallocate the "Section 415
         suspense account" in the next "limitation year" (and succeeding
         "limitation years" if necessary) to all Participants in the Plan
         before any Employer or Employee contributions which would constitute
         "annual additions" are made to the Plan for such

                                      IV-8
<PAGE>
         "limitation year" or (3) reduce Employer Contributions to the Plan for
         such "limitation year" by the amount of the "Section 415 suspense
         account" allocated and reallocated during such "limitation year".
         Notwithstanding the foregoing, if the Company maintains another
         defined contribution plan, the annual addition excess amount shall be
         "cured" under such other plan first.

                 (b)      For purposes of this Article, "excess amount" for any
         Participant for a "limitation year" shall mean the excess, if any, of
         (1) the "annual additions" which would be credited to his account
         under the terms of the Plan without regard to the limitations of Code
         Section 415 over (2) the maximum "annual additions" determined
         pursuant to Section 415.

                 (c)      For purposes of this Section, "Section 415 suspense
         account" shall mean an unallocated account equal to the sum of "excess
         amounts" for all Participants in the Plan during the "limitation
         year".  The "Section 415 suspense account" shall not share in any
         earnings or losses of the Trust Fund.

                 (d)      The Plan may not distribute "excess amounts" to
         Participants or Former Participants.

         4.6     DIRECTED DIVERSIFICATION

                 (a)      Each "Qualified Participant" may elect within 90 days
         after the close of each Plan Year during the "Qualified Election
         Period" to direct the Administrator in writing to transfer in cash
         (such election must be accompanied by an appropriate reinvestment
         direction) 25 percent of the Participant's Company Stock Account (to
         the extent such portion exceeds the amount to which a prior election
         under this subparagraph applies) to the Employer's qualified 401(k)
         plan, provided that such plan offers at least three investment
         options, other than a Company stock fund, that qualify for
         diversification purposes under Section 401(a)(28) of the Code.  In the
         case of the election year in which the Qualified Participant can make
         his last election, the preceding sentence shall be applied by
         substituting "50 percent" for "25 percent".  If the "Qualified
         Participant" elects to direct the Administrator to transfer and
         reinvest his Company Stock Account, such direction shall be effective
         no later than 180 days after the close of the Plan Year to which such
         direction applies.  In lieu of so directing the Administrator, the
         "Qualified Participant" may elect a distribution of the portion of his
         Company Stock Account covered by the election within 90 days after the
         last day of the period during which the election can be made.

                 (b)      For the purposes of this Section the following
         definitions shall apply:

                          (1)     "Qualified Participant" means any Participant
                 or Former Participant who has completed 10 Years of Service as
                 a Participant in this Plan and has attained age 55.

                                      IV-9
<PAGE>
                          (2)     "Qualified Election Period" means the five
                 Plan Year period beginning with the Plan Year after the Plan
                 Year in which the Participant attains age 55 (or, if later,
                 beginning with the Plan Year after the first Plan Year in
                 which the Participant first became a "Qualified Participant").

                                     IV-10
<PAGE>
                                   ARTICLE V
                         FUNDING AND INVESTMENT POLICY

         5.1     INVESTMENT POLICY

                 (a)      The Plan is designed to invest primarily in Company
         Stock.  In that regard, up to 100% of the Plan's asset may be invested
         in Company Stock.

                 (b)      With due regard to subparagraph (a) above, the
         Administrator may direct the Trustee to invest funds under the Plan in
         other property as described in the Trust Agreement or direct the
         Trustee to hold such funds in cash or cash equivalents.

                 (c)      The Plan may not obligate itself to acquire Company
         Stock from a particular holder thereof at an indefinite time
         determined upon the happening of an event such as the death of the
         holder.

                 (d)      The Plan may not obligate itself to acquire Company
         Stock under a put option binding upon the Plan.  However, at the time
         a put option is exercised, the Plan may be given an option to assume
         the rights and obligations of the Employer under a put option binding
         upon the Employer.

                 (e)      All purchases or sales of Company Stock and the price
         of such purchases or sales shall be made as the Administrator
         instructs the Trustee.  All purchases of Company Stock shall be made
         at a price which, in the judgment of the Administrator, does not
         exceed the fair market value thereof.  All sales of Company Stock
         shall be made at a price which, in the judgment of the Administrator,
         is not less than the fair market value thereof.  The valuation rules
         set forth in Article VI shall be applicable.

         5.2     APPLICATION OF CASH

         Employer Contributions received by the Trust Fund in cash may be
applied to purchase Company Stock in the open market or from the Company or any
other person, in the Trustee's discretion.

                                      V-1
<PAGE>
                                   ARTICLE VI
                                   VALUATIONS

         6.1     VALUATION OF THE TRUST FUND

         The Administrator shall direct the Trustee, as of each Valuation Date
to determine the net worth of the assets comprising the Trust Fund as it exists
on the Valuation Date prior to taking into consideration any contribution to be
allocated for that Plan Year.  In determining such net worth, the Trustee shall
value the assets comprising the Trust Fund at their fair market value as of the
Valuation Date and shall deduct all expenses for which the Trustee has not yet
obtained reimbursement from the Employer or the Trust Fund.

         6.2     METHOD OF VALUATION

         Valuations must be made in good faith and based on all relevant
factors for determining the fair market value of securities.  In the case of a
transaction between a Plan and a disqualified person, value must be determined
as of the date of the transaction.  For all other Plan purposes, value must be
determined as of the most recent Valuation Date under the Plan.  Company Stock
not readily tradeable on an established securities market shall be valued by an
independent appraiser appointed by the Administrator meeting requirements
similar to the requirements of the Regulations prescribed under Code Section
170(a)(1).

                                      VI-1
<PAGE>
                                  ARTICLE VII
               VESTING DETERMINATION AND DISTRIBUTION OF BENEFITS

         7.1     BENEFITS UPON RETIREMENT

         A Participant who terminates his employment due to his Retirement
shall be entitled to (100% vested in) the entire balance of his Participant's
Accounts, payment of which shall be made as provided in Section 7.5.

         7.2     BENEFITS UPON DEATH

                 (a)      Upon the death of a Participant before termination of
         his employment, the Participant's Beneficiary shall be entitled to
         (100% vested in) the entire balance of the Participant's Accounts.

                 (b)      The Administrator may require such proper proof of
         death and such evidence of the right of any person to receive payment
         of the value of the account of a deceased Participant as the
         Administrator may deem desirable.  The Administrator's determination
         of death and of the right of any person to receive payment shall be
         conclusive.

                 (c)      The Beneficiary of the death benefit payable pursuant
         to this Section shall be the Participant's spouse; provided, however,
         the Participant may designate a Beneficiary other than his spouse only
         if:

                          (1)     the spouse has waived her right to be the
                                  Participant's Beneficiary, or

                          (2)     the Participant has no spouse, or

                          (3)     the spouse cannot be located.

         In such event, the designation of a Beneficiary shall be made on a
         form provided by the Administrator.  A Participant may at any time
         revoke his designation of a Beneficiary or change his Beneficiary by
         filing written notice of such revocation or change with the
         Administrator.  However, the Participant's spouse must again consent
         in writing to any such change or revocation unless the original
         consent acknowledged that the spouse had the right to limit consent
         only to a specific Beneficiary and that the spouse voluntarily elected
         to relinquish such right.  In the event no valid designation of
         Beneficiary exists at the time of the Participant's death, the death
         benefit shall be payable to his estate.  In the event of a divorce,
         such divorce shall automatically rescind any designation of such
         former spouse as the Participant's Beneficiary under the Plan except
         to the extent provided otherwise in a qualified domestic relations
         order.

                                     VII-1
<PAGE>
                 (d)      Any consent by the Participant's spouse to waive any
         rights to the death benefit must be in writing, must acknowledge the
         effect of such waiver, and be witnessed by a Plan representative or a
         notary public.  Further, the spouse's consent must be irrevocable and
         must acknowledge the specific nonspouse Beneficiary.

         7.3     BENEFITS UPON DISABILITY

         In the event a Participant's employment is terminated due to a Total
and Permanent Disability, such Participant shall be entitled to (100% vested
in) the entire balance of his Participant's Accounts, payment of which shall be
made as provided in Section 7.5.

         7.4     BENEFITS UPON OTHER TERMINATION

                 (a)      Each Participant whose employment is terminated for
         any reason other than Total and Permanent Disability, Retirement, or
         death shall be entitled to his Vested interest in the balance of his
         Participant's Accounts, payment of which shall be made as provided in
         Section 7.5.

                 (b)      For purposes of this Section, a Participant's Vested
         interest in Participant's Accounts shall be determined by such
         Participant's Years of Service (for Vesting purposes) in accordance
         with the following schedule:

                      Years of Service                   Vested Interest
                      ----------------                   ---------------
                      Less than 1 year                             0%
                      1 year                                      20%
                      2 years                                     40%
                      3 years                                     60%
                      4 years                                     80%
                      5 years or more                            100%

                 (c)      The computation of a Participant's nonforfeitable
         percentage of his interest in the Plan shall not be reduced as the
         result of any direct or indirect amendment to this Article.  In the
         event that the Plan is amended to change or modify any vesting
         schedule, a Participant with a least three Years of Service as of the
         expiration date of the election period may elect to have his
         nonforfeitable percentage computed under the Plan without regard to
         such amendment.  If a Participant fails to make such election, then
         such Participant shall be subject to the new vesting schedule.  The
         Participant's election period shall commence on the adoption date of
         the amendment and shall end 60 days after the latest of:

                          (1)     the adoption date of the amendment,

                          (2)     the effective date of the amendment, or

                                     VII-2
<PAGE>
                          (3)     the date the Participant receives written
                 notice of the amendment from the Employer or Administrator.

                 (d)      Paragraph (b) above not withstanding, a Participant
         shall have a 100% Vested interest in his Participant's Accounts upon
         attainment of his Normal Retirement Age as an Employee.

                 (e)      (1)     If any Former Participant shall be reemployed
                 by the Employer before a 1-Year Break in Service occurs, he
                 shall continue to participate in the Plan in the same manner
                 as if such termination had not occurred.

                          (2)     If any Former Participant shall be reemployed
                 by the Employer before five consecutive 1-Year Breaks in
                 Service, and such Former Participant had received a
                 distribution of his entire Vested interest prior to his
                 reemployment, his forfeited account shall be reinstated only
                 if he repays the full amount distributed to him before the
                 earlier of five years after the first date on which the
                 Participant is subsequently reemployed by the Employer or the
                 close of the first period of five consecutive 1-Year Breaks in
                 Service commencing after the distribution.  In the event the
                 Former Participant does repay the full amount distributed to
                 him, the forfeited portion of the Participant's Account must
                 be restored in full, unadjusted by any gains or losses
                 occurring subsequent to the Anniversary Date or other
                 Valuation Date preceding his termination.  A Forfeiture shall
                 occur on the date the Participant receives full distribution
                 of his Vested interest.

                          (3)     If any Former Participant is reemployed after
                 a 1-Year Break in Service has occurred, Years of Service shall
                 include Years of Service prior to his 1-Year Break in Service
                 subject to the following rules:

                                  (i)      If a Former Participant has a 1-Year
                          Break in Service, his pre-break and post-break
                          service shall be used for computing Years of Service
                          for eligibility and for vesting purposes only after
                          he has been employed for one Year of Service
                          following the date of his reemployment with the
                          Employer;

                                  (ii)     Any Former Participant who under the
                          Plan does not have a nonforfeitable right to any
                          interest in the Plan resulting from Employer
                          Contributions shall lose credits otherwise allowable
                          under (i) above if his consecutive 1-Year Breaks in
                          Service equal or exceed the greater of (A) five or
                          (B) the aggregate number of his pre-break Years of
                          Service;

                                  (iii)    After five consecutive 1-Year Breaks
                          in Service, a Former Participant's Vested account
                          balance attributable to pre-break service shall not
                          be increased as a result of post-break service;

                                     VII-3
<PAGE>
                                  (iv)     If a Former Participant who has not
                          had his Years of Service before a 1-Year Break in
                          Service disregarded pursuant to (ii) above completes
                          one Year of Service for eligibility purposes
                          following his reemployment with the Employer, he
                          shall participate in the Plan retroactively from his
                          date of reemployment;

                                  (v)      If a Former Participant who has not
                          had his Years of Service before a 1-Year Break in
                          Service disregarded pursuant to (ii) above completes
                          one Year of Service for eligibility purposes
                          following his reemployment with the Employer (a
                          1-Year Break in Service previously occurred, but
                          employment had not terminated), he shall participate
                          in the Plan retroactively from his reemployment
                          commencement date.

         7.5     DISTRIBUTION OF BENEFITS

                 (a)      Subject to the further provisions of this Section
         7.5, payment of a Participant's or Beneficiary's benefit hereunder
         shall be made or begin as soon as administratively feasible after the
         Participant's termination of employment with the Affiliated Employers
         or death and shall be valued as of the actual date of distribution.

                 (b)      If elected by the Participant (or his Beneficiary),
         the Administrator shall direct the Trustee to distribute to the
         Participant (or his Beneficiary) any amount to which he is entitled
         under the Plan in one lump-sum payment.  If no election is made,
         payment shall be made as provided in paragraph (c) below.

                 (c)      Subject to Sections 7.5(b) and (d), this Plan shall
         distribute to a Participant (or his Beneficiary) his Vested account in
         substantially equal (with respect to the Company Stock Account, in
         terms of number of shares of Company Stock) annual installments over a
         five year period.  In the case of a Participant with an account
         balance in the Plan in excess of $500,000, the five year period shall
         be extended one additional year (but not more than five additional
         years) for each $100,000 or fraction thereof by which such balance
         exceeds $500,000.  The dollar limits shall be adjusted at the same
         time and in the same manner as provided in Code Section 415(d).
         Distribution of the Participant's Account shall be made or begin,
         subject to the consent requirement to paragraph (d) below if
         applicable, not later than one year after the close of the Plan Year
         (i) in which the Participant separates from service on account of
         retirement on or after his Normal Retirement Age, Total and Permanent
         Disability or death, or (ii) which is the fifth Plan Year following
         the Plan Year in which the Participant otherwise separates from
         service.

                 (d)      Any distribution to a Participant who has a Vested
         benefit which exceeds, or at the time of any prior distribution
         exceeded, $3,500 shall require such Participant's consent if such
         distribution commences prior to his Normal Retirement Age.  With
         regard to this required consent:

                                     VII-4
<PAGE>
                          (1)     The Participant must be informed of his right
                 to defer receipt of the distribution until his Normal
                 Retirement Age.  If a Participant fails to consent, it shall
                 be deemed an election to defer the commencement of payment of
                 any benefit until his Normal Retirement Age.  However, any
                 election to defer the receipt of benefits shall not apply with
                 respect to distributions which are required under Section
                 7.5(h).

                          (2)     Subject to Section 7.13, notice of the rights
                 specified under this paragraph shall be provided no less than
                 30 days and no more than 90 days before the first day on which
                 all events have occurred which entitle the Participant to such
                 benefit.

                          (3)     Written consent of the Participant to the
                 distribution must not be made before the Participant receives
                 the notice and must not be made more than 90 days before the
                 first day on which all events have occurred which entitle the
                 Participant to such benefit.

                          (4)     No consent shall be valid if a significant
                 detriment is imposed under the Plan on any Participant who
                 does not consent to the distribution.

                 If, at the Valuation Date of a Participant's termination, the
         value of a Participant's Vested benefit does not exceed $3,500 and has
         never exceeded $3,500 at the time of any prior distribution, the
         Administrator shall direct the Trustee to cause the entire Vested
         benefit to be immediately paid to such Participant in a lump sum
         without regard to the Participant's election.

                 (e)      Notwithstanding anything herein to the contrary, cash
         dividends on shares of Company Stock allocated to Participants'
         Accounts and not reinvested in Company Stock may be paid to
         Participants or their Beneficiaries, as determined in the sole
         discretion of the Administrator, within 90 days after the close of the
         Plan Year in which the dividend is paid.

                 (f)      Except as limited by Sections 7.5 and 7.6, whenever
         the Trustee is to make a distribution or to commence a series of
         payments on a Valuation Date, the distribution or series of payments
         may be made or begun on such date or as soon thereafter as is
         practicable, but in no event later than 180 days after the Anniversary
         Date for the Plan Year in which such Valuation Date falls.  Except,
         however, the payment of benefits shall begin not later than the 60th
         day after the close of the Plan Year in which the latest of the
         following events occurs:

                          (1)     the date on which the Participant attains the
                 Normal Retirement Age specified herein,

                          (2)     the 10th anniversary of the year in which the
                 Participant commenced participation in the Plan, or

                                     VII-5
<PAGE>
                          (3)     the date the Participant terminates his
                 service with the Employer.

                 (g)      Any part of a Participant's benefit which is retained
         in the Plan after the Valuation Date on which his participation ends
         will continue to be treated as a Company Stock Account or as an Other
         Investments Account as provided in Article IV.  However, neither
         account will be credited with any further Employer Contributions or
         Forfeitures.

                 (h)      Notwithstanding any provision in the Plan to the
         contrary, the distribution of a Participant's benefits shall be made
         in accordance with the following requirements and shall otherwise
         comply with Code Section 401(a)(9) and the Regulations thereunder
         (including Regulation Section 1.401(a)(9)-(2), the provisions of which
         are incorporated herein by reference:

                          (1)     A Participant's benefits shall be distributed
                 to him not later than April 1st of the calendar year following
                 the later of (i) the calendar year in which the Participant
                 attains age 70 1/2 or (ii) the calendar year in which the
                 Participant retires, provided, however, that this clause (ii)
                 shall not apply in the case of a Participant who is a "five
                 percent owner" at any time during the five Plan Year period
                 ending in the calendar year in which he attains age 70 1/2 or,
                 in the case of a Participant who becomes a "five percent
                 owner" during any subsequent Plan Year, clause (ii) shall no
                 longer apply and the required beginning date shall be the
                 April 1st of the calendar year following the calendar year in
                 which such subsequent Plan Year ends.  Alternatively,
                 distributions to a Participant must begin no later than the
                 applicable April 1st as determined under the preceding
                 sentence and must be made over a period certain measured by
                 the life expectancy of the Participant (or the life
                 expectancies of the Participant and his designated
                 Beneficiary) in accordance with Regulations.  Notwithstanding
                 the foregoing, clause (ii) above shall not apply to any
                 Participant unless the Participant had attained age 70 1/2
                 before January 1, 1988 and was not a "five percent owner" at
                 any time during the Plan Year ending with or within the
                 calendar year in which the Participant attained age 66 1/2 or
                 any subsequent Plan Year.

                          (2)     Distributions to a Participant and his
                 Beneficiaries shall only be made in accordance with the
                 incidental death benefit requirements of Code Section
                 401(a)(9)(G) and the Regulations thereunder.

                 (i)      For purposes of this Section, the life expectancy of
         a Participant and a Participant's spouse may not be redetermined.

                                     VII-6
<PAGE>
         7.6     HOW PLAN BENEFITS WILL BE DISTRIBUTED

                 (a)      Distribution of a Participant's benefit from his
         Company Stock Account shall  be made in whole shares of Company Stock,
         unless the Participant elects to receive such distribution in cash,
         with any fractional share paid in cash.

                 (b)      Any balance in a Participant's Other Investments
         Account will be distributed solely in cash.

                 (c)      The Trustee will make distribution from the Trust
         only on instructions from the Administrator.

                 (d)      Notwithstanding anything contained herein to the
         contrary, if the Employer's charter or by-laws restrict ownership of
         substantially all shares of Company Stock to Employees and the Trust
         Fund, as described in Code Section 409(h)(2), the Administrator, in
         his sole discretion, may distribute a Participant's Account entirely
         in cash or distribute entirely in Company Stock subject to a
         requirement that such Company Stock may be resold to the Employer
         pursuant to Section 7.9.

                 (e)      Except as otherwise provided in Section 7.10, Company
         Stock distributed by the Trustee may be restricted as to sale or
         transfer by the by-laws or articles of incorporation of the Employer,
         provided restrictions are applicable to all Company Stock of the same
         class.  If a Participant is required to offer the sale of his Company
         Stock to the Employer before offering to sell his Company Stock to a
         third party, in no event may the Employer pay a price less than that
         offered to the distributee by another potential buyer making a bona
         fide offer and in no event shall the Trustee pay a price less than the
         fair market value of the Company Stock.

                 (f)      Except as otherwise provided in this Article, a
         Participant is not entitled to any payment, withdrawal or distribution
         under the Plan during his participation.  If any such partial
         distribution is made, the Participant's benefit when computed will be
         reduced by the amount of any such advance.

                 (g)      Notwithstanding any provision in the Plan to the
         contrary, distributions upon the death of a Participant shall be made
         in accordance with the following requirements and shall otherwise
         comply with Code Section 401(a)(9) and the Regulations thereunder.  If
         it is determined, pursuant to Regulations, that the distribution of a
         Participant's interest has begun and the Participant dies before his
         entire interest has been distributed to him, the remaining portion of
         such interest shall be distributed at least as rapidly as under the
         method of distribution selected pursuant to Section 7.5 as of his date
         of death.  If a Participant dies before he has begun to receive any
         distributions of his interest under the Plan or before distributions
         are deemed to have begun pursuant to Regulations, then his death
         benefit shall

                                     VII-7
<PAGE>
         be distributed to his Beneficiaries by December 31st of the calendar
         year in which the fifth anniversary of his date of death occurs.

                 However, in the event that the Participant's spouse
         (determined as of the date of the Participant's death) is his
         Beneficiary, then in lieu of the preceding rules, distributions must
         be made over a period not extending beyond the life expectancy of the
         spouse and must commence on or before the later of (1) December 31st
         of the calendar year immediately following the calendar year in which
         the Participant died; or (2) December 31st of the calendar year in
         which the Participant would have attained 70  1/2.  If the surviving
         spouse dies before distributions to such spouse begin, then the 5-year
         distribution requirement of this section shall apply as if the spouse
         was the Participant.

                 (h)      For purposes of this Section, the life expectancy of
         a Participant and a Participant's spouse may not be redetermined.

         7.7     DISTRIBUTION FOR MINOR BENEFICIARY

         In the event a distribution is to be made to a minor, then the
Administrator may direct that such distribution be paid to the legal guardian,
or if none, to a parent of such Beneficiary, or to the custodian for such
Beneficiary under the Uniform Gift to Minors Act or Gift to Minors act, if such
is permitted by the laws of the state in which said Beneficiary resides.  Such
a payment to the legal guardian, custodian or parent of a minor Beneficiary
shall fully discharge the Trustee, Employer, and Plan from further liability on
account thereof.

         7.8     LOCATION OF PARTICIPANT OR BENEFICIARY UNKNOWN

         In the event that all, or any portion, of the distribution payable to
a Participant or his Beneficiary hereunder shall, at the expiration of five
years after it shall become payable, remain unpaid solely by reason of the
inability of the Administrator, after sending a registered letter, return
receipt requested, to the last known address, and after further diligent
effort, to ascertain the whereabouts of such Participant or his Beneficiary,
the amount so distributable shall be treated as a Forfeiture pursuant to the
Plan.  In the event a Participant or Beneficiary is located subsequent to his
benefit being reallocated, such benefit shall be restored.

         7.9     PUT OPTION

                 (a)      If Company Stock is not readily tradeable on an
         established securities market, a Participant has a right to require
         the Employer to repurchase the Company Stock distributed to such
         Participant under a fair valuation formula.  Such Stock shall be
         subject to the following provisions of this Section.

                 (b)      Company Stock which is subject to a trading
         limitation when distributed, must be subject to a put option.  For
         purposes of this paragraph, a "trading limitation" on a

                                     VII-8
<PAGE>
         Company Stock is a restriction under any Federal or State securities
         law or any regulation thereunder, or an agreement affecting the
         Company Stock which would make the Company Stock not as freely
         tradeable as stock not subject to such restriction.

                 (c)      The put option must be exercisable only by a
         Participant, by the Participant's donees, or by a person (including an
         estate or its distributee) to whom the Company Stock passes by reason
         of a Participant's death.  (Under this paragraph, Participant means a
         Participant or Former Participant and the Beneficiaries of the
         Participant or Former Participant under the Plan.)  The put option
         must permit a Participant to put the Company Stock to the Employer.
         Under no circumstances may the put option bind the Plan.  However, it
         shall grant the Plan an option to assume the rights and obligations of
         the Employer at the time that the put option is exercised.  If it is
         known at the time a loan is made that Federal or state law will be
         violated by the Employer's honoring such put option, the put option
         must permit the Company Stock to be put, in a manner consistent with
         such law, to a third party (e.g., an affiliate of the Employer or a
         shareholder other than the Plan) that has substantial net worth at the
         time the loan is made and whose net worth is reasonably expected to
         remain substantial.

                 The put option shall commence as of the day following the date
         the Company Stock is distributed to the Former Participant and end 60
         days thereafter and if not exercised within such 60-day period, an
         additional 60-day option shall commence on the first day of the fifth
         month of the Plan Year next following the date the stock was
         distributed to the Former Participant (or such other 60-day period as
         provided in regulations promulgated by the Secretary of the Treasury).
         However, in the case of Company Stock that is publicly traded without
         restrictions when distributed but ceases to be so traded within either
         of the 60-day periods described herein after distribution, the
         Employer must notify each holder of such Company Stock in writing on
         or before the tenth day after the date the Company Stock ceases to be
         so traded that for the remainder of the applicable 60-day period the
         Company Stock is subject to the put option.  The number of days
         between the tenth day and the date on which notice is actually given,
         if later than the tenth day, must be added to the duration of the put
         option.  The notice must inform distributees of the terms of the put
         options that they are to hold.  The terms must satisfy the
         requirements of this paragraph.

                 The put option is exercised by the holder notifying the
         Employer in writing that the put option is being exercised; the notice
         shall state the name and address of the holder and the number of
         shares to be sold.  The period during which a put option is
         exercisable does not include any time when a distributee is unable to
         exercise it because the party bound by the put option is prohibited
         from honoring it by applicable Federal or state law.  The price at
         which a put option must be exercisable is the value of the Company
         Stock determined in accordance with Section 6.2.  Payment under the
         put option involving a "Total Distribution" shall be paid in
         substantially equal monthly, quarterly, semiannual or annual
         installments over a period certain beginning not later than 30 days
         after the exercise of the put option and not extending beyond 5 years.
         The deferral of payment is reasonable if adequate security and

                                     VII-9
<PAGE>
         a reasonable interest rate on the unpaid amounts are provided.  The
         amount to be paid under the put option involving installment
         distributions must be paid not later than 30 days after the exercise
         of the put option.  Payment under a put option must not be restricted
         by the provisions of a loan or any other arrangement, including the
         terms of the employer's articles of incorporation, unless so required
         by applicable state law.

                 For purposes of this Section, "Total Distribution" means a
         distribution to a Participant or Former Participant within one taxable
         year of the entire Vested Participant's Account.

                 (d)      An arrangement involving the Plan that creates a put
         option must not provide for the issuance of put options other than as
         provided under this Section.  The Plan (and the Trust Fund) must not
         otherwise obligate itself to acquire Company Stock from a particular
         holder thereof at an indefinite time determined upon the happening of
         an event such as the death of the holder.

         7.10    LIMITATIONS ON BENEFITS AND DISTRIBUTIONS

         All rights and benefits, including elections, provided to a
Participant in this plan shall be subject to the rights afforded to any
"alternate payee" under a "qualified domestic relations order." Furthermore, a
distribution to an "alternate payee" shall be permitted if such distribution is
authorized by a "qualified domestic relations order,"even if the affected
Participant has not separated from service and has not reached the "earliest
retirement age" under the Plan.  For purposes of this Section, "alternate
payee," "qualified domestic relations order" and "earliest retirement age"
shall have the meaning set forth under Code Section 414(p).

         7.11    PAYMENT OF DISTRIBUTION DIRECTLY TO ELIGIBLE RETIREMENT PLAN

                 (a)      Notwithstanding any provision of the Plan to the
         contrary that would otherwise limit a Distributee's election under
         this Section, a Distributee may elect, at the time and in the manner
         prescribed by the Administrator, to have any portion of an Eligible
         Rollover Distribution paid directly to an Eligible Retirement Plan
         specified by the Distributee in a Direct Rollover.

                 (b)      For purposes of this Section the following
         definitions shall apply:

                          (1)  "Eligible Rollover Distribution":  An Eligible
                 Rollover Distribution is any distribution of all or any
                 portion of the balance to the credit of the Distributee,
                 except that an Eligible Rollover Distribution does not
                 include:  any distribution that is one of a series of
                 substantially equal periodic payments (not less frequently
                 than annually) made for the life (or life expectancy) of the
                 Distributee or the joint lives (or joint life expectancies) of
                 the Distributee and the Distributee's designated

                                     VII-10
<PAGE>
                 Beneficiary, or for a specified period of ten years or more;
                 any distribution to the extent such distribution is required
                 under Section 401(a)(9) of the Code; and the portion of any
                 distribution that is not includible in gross income
                 (determined without regard to the exclusion for net unrealized
                 appreciation with respect to employer securities).

                          (2)  "Eligible Retirement Plan":  An Eligible
                 Retirement Plan is an individual retirement account described
                 in Section 408(a) of the Code, an individual retirement
                 annuity described in Section 408(b) of the Code, an annuity
                 plan described in Section 403(a) of the Code, or a qualified
                 trust described in Section 401(a) of the Code, that accepts
                 the Distributee's Eligible Rollover Distribution.  However, in
                 the case of an Eligible Rollover Distribution to the surviving
                 spouse, an Eligible Retirement Plan is an individual
                 retirement account or individual retirement annuity.

                          (3)  "Distributee":  A Distributee includes an
                 Employee or former Employee.  In addition, the Employee's or
                 former Employee's surviving spouse and the Employee's or
                 former Employee's spouse or former spouse who is the alternate
                 payee under a qualified domestic relations order, as defined
                 in Section 414(p) of the Code, are Distributees with regard to
                 the interest of the spouse or former spouse.

                          (4)  "Direct Rollover":  A Direct Rollover is a
                 payment by the Plan to the Eligible Retirement Plan specified
                 by the Distributee.

         7.12    30-DAY WAIVER

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

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

                          (2) the Participant, after receiving the notice,
                 affirmatively elects a distribution.

                                     VII-11
<PAGE>
                                  ARTICLE VIII
                                    TRUSTEE

         8.1     BASIC RESPONSIBILITIES OF THE TRUSTEE

         The Trustee shall have the following categories of responsibilities:

                 (a)      The Trustee may invest up to 100% of the Trust Fund
         in Company Stock.

                 (b)      With respect to the Other Investments Account, the
         Trustee shall invest such accounts as it determines.

                 (c)      The Trustee shall pay benefits required under the
         Plan to be paid to Participants, or, in the event of their death, to
         their Beneficiaries.

                 (d)      The Trustee shall maintain records of receipts and
         disbursements, and furnish to the Employer and/or Administrator for
         each Plan Year a written annual report according to Section 3.2 of
         this Trust Agreement.

                 (e)      If there shall be more than one Trustee, they shall
         act by a majority of their number, but may authorize one or more of
         them to sign papers on their behalf.

         8.2     VOTING COMPANY STOCK

         Each Participant or Beneficiary shall be entitled to direct the
Trustee as to the manner in which the Company Stock allocated to the Company
Stock Account of such Participant or Beneficiary is to be voted.

         The Trustee shall notify each Participant or Beneficiary of each
tender or exchange offer and utilize its best efforts to distribute or cause to
be distributed to such Participant or Beneficiary in a timely manner all
information received by the Trustee as a recordholder of shares of Company
Stock in connection with any such tender or exchange offer.  Each Participant
or Beneficiary shall have the right from time to time with respect to the
shares of Company stock allocated to his account, to instruct the Trustee in
writing as to the manner in which to respond to any tender or exchange offer
which shall be pending or which may be made in the future for all shares of
Company Stock or any portion thereof.  A Participant's or Beneficiary's
instructions shall remain in force until superseded in writing by the
Participant or Beneficiary.  The Trustee shall tender or exchange such shares
of Company Stock as and to the extent so instructed.  Unless and until shares
of Company Stock are tendered or exchanged, the individual instructions
received by the Trustee from Participant or Beneficiaries shall be held in
strict confidence by the Trustee and shall not be divulged or released to any
person, including, but not limited to officers or Employees of the Employer, or
of any other Participating Employer; provided, however, that the Trustee shall
advise the Employer, at any time upon request, of the total number of shares
not subject to instructions to tender or exchange.  The

                                     VIII-1
<PAGE>
Trustee shall not make recommendations to Participants or Beneficiaries on
whether to instruct the Trustee to tender or exchange.

         The Trustee shall not vote, sell, convey or transfer any allocated
shares of Company Stock for which no directions are timely received from
Participants or Beneficiaries pursuant to the immediately preceding paragraph.

                                     VIII-2
<PAGE>
                                   ARTICLE IX
                      AMENDMENT, TERMINATIONS, AND MERGERS

         9.1     AMENDMENT

         The Company shall have the right at any time to amend the Plan by
action of its Board of Directors.  In addition, the Chief Executive Officer of
the Company shall have the authority to amend the Plan, provided such amendment
does not materially increase the Company's financial obligations hereunder or
are of a ministerial, administrative or technical compliance nature.  However,
no such amendment shall authorize or permit any part of the Trust Fund (other
than such part as is required to pay taxes and administration expenses) to be
used for or diverted to purposes other than for the exclusive benefit of the
Participants or their Beneficiaries or estates; no such amendment shall cause
any reduction in the amount credited to the account of any Participant or cause
or permit any portion of the Trust Fund to revert to or become the property of
the Employer; and no such amendment which affects the rights, duties or
responsibilities of the Trustee and Administrator may be made without the
Trustee's and Administrator's written consent.  The Trustee shall not be
required to execute any such amendment unless the Trust provisions contained
herein are as part of the Plan and the amendment affects the duties of the
Trustee hereunder.

         For the purposes of this Section, a Plan amendment which has the
effect of (1) eliminating or reducing an early retirement benefit or a
retirement-type subsidy, (2) eliminating an optional form of benefit (as
provided in Regulations) or (3) restricting, directly or indirectly, the
benefit provided to any Participant prior to the amendment shall be treated as
reducing the amount credited to the account of a Participant except that an
amendment described in clause (2) above (other than an amendment having an
effect described in clause (1) above) shall not be treated as reducing the
amount credited to the account of a Participant to the extent so provided in
Regulations.  Any Plan amendment which modifies distribution options in a
nondiscriminatory manner shall not be treated as reducing the amount credited
to the account of a Participant.

         9.2     TERMINATION

         The Board of Directors of the Company shall have the right at any time
to terminate the Plan by delivering to the Trustee and Administrator written
notice of such termination.  Upon any termination (full or partial) or complete
discontinuance of contributions, all amounts credited to the affected
Participants' Accounts shall become 100% Vested and shall not thereafter be
subject to forfeiture and all unallocated amounts shall be allocated to the
accounts of all Participants in accordance with the provisions hereof.  Upon
such termination of the Plan, the Employer, by written notice to the Trustee
and Administrator, may direct either:

                 (a)      complete distribution of the assets in the Trust Fund
         to the Participants in a manner consistent with the requirements of
         Sections 7.5 and 7.6; or

                                      IX-1
<PAGE>
                 (b)      continuation of the Trust created by this agreement
         and the distribution of benefits at such time and in such manner as
         though the Plan had not been terminated.

         9.3     MERGER OR CONSOLIDATION

         This Plan may be merged or consolidated with, or its assets and/or
liabilities maybe transferred to any other Plan and Trust only if the benefits
which would be received by a Participant of this Plan, in the event of a
termination of the Plan immediately after such transfer, merger or
consolidation, are at least equal to the benefits the Participant would have
received if the Plan had terminated immediately before the transfer, merger or
consolidation.

                                      IX-2
<PAGE>
                                   ARTICLE X
                                 MISCELLANEOUS

         10.1    PARTICIPANT'S RIGHTS

         This Plan shall not be deemed to constitute a contract between the
Employer and any Participant or to be a consideration or an inducement for the
employment of any Participant or Employee.  Nothing contained in this Plan
shall be deemed to give any Participant or Employee the right to be retained in
the service of the Employer or to interfere with the right of the Employer to
discharge any Participant or Employee at any time regardless of the effect
which such discharge shall have upon him as a Participant of this Plan.

         10.2    ALIENATION

                 (a)      Subject to the exceptions provided below, no benefit
         which shall be payable out of the Trust Fund to any person (including
         a Participant or his Beneficiary) shall be subject in any manner to
         anticipation, alienation, sale, transfer, assignment, pledge,
         encumbrance, or charge, and any attempt to anticipate, alienate, sell,
         transfer, assign, pledge, encumber, or charge the same shall be void;
         and no such benefit shall be in any manner be liable for, or subject
         to, the debts, contracts, liabilities, engagements, or torts of any
         such person, nor shall it be subject to attachment or legal process
         for or against such person, and the same shall not be recognized by
         the Trustee, except to such extent as may be required by law.

                 (b)      This provision shall not apply to a "qualified
         domestic relations order" defined in Code Section 414(p), and those
         other domestic relations orders permitted to be so treated by the
         Administrator under the provisions of the Retirement Equity Act of
         1984.  The Administrator shall establish a written procedure to
         determine the qualified status of domestic relations orders and to
         administer distributions under such qualified orders.  Further, to the
         extent provided under a "qualified domestic relations order", (i) a
         Former spouse of a Participant shall be treated as the spouse or
         surviving spouse for all purposes under the Plan and (ii) the Plan may
         include distribution prior to the Participant's attainment of his
         "earliest retirement age."

         10.3    CONSTRUCTION OF PLAN

         This Plan shall be construed and enforced according to the Act and the
laws of the State of Delaware, other than its laws respecting choice of law, to
the extent not preempted by the Act.

         10.4    GENDER AND NUMBER

         Wherever any words are used herein in the masculine, feminine or
neuter gender, they shall be construed as though they were also used in another
gender in all cases where they would so apply,

                                      X-1
<PAGE>
and whenever any words are used herein in the singular or plural form, they
shall be construed as though they were also used in the other form in all cases
where they would so apply.

         10.5    LEGAL ACTION

         In the event any claim, suit, or proceeding is brought regarding the
Trust and/or Plan established hereunder to which the Trustee or the
Administrator may be a party, and such claim suit, or proceeding is resolved in
favor of the Trustee or Administrator, they shall be entitled to be reimbursed
from the Company for any and all costs, attorney's fees, and other expenses
pertaining thereto incurred by them for which they shall have become liable.

         10.6    PROHIBITION AGAINST DIVERSION OF FUNDS

                 (a)      Except as provided below and otherwise specifically
         permitted by law, it shall be impossible by operation of the Plan or
         of the Trust, by termination of either, by power or revocation or
         amendment, by the happening of any contingency, by collateral
         arrangement or by any other means, for any part of the corpus or
         income of any trust fund maintained pursuant to the Plan or any funds
         contributed thereto to be used for, or diverted to, purposes other
         than the exclusive benefit of Participants, Retired Participants, or
         their Beneficiaries.

                 (b)      In the event the Employer shall make an excessive
         contribution under a mistake of fact pursuant to Section 403(c)(2)(A)
         of the Act, the Employer may demand repayment of such excessive
         contribution at any time within one year following the time of payment
         and the Trustees shall return such amount to the Employer within the
         one year period.  Earnings of the Plan attributable to the excess
         contributions may not be returned to the Employer but any losses
         attributable thereto must reduce the amount so returned.

         10.7    BONDING

         Every Fiduciary, except a bank or an insurance company, unless
exempted by the Act and regulations thereunder, shall be bonded in an amount
not less than 10% of the amount of the funds such Fiduciary handles; provided,
however, that the minimum bond shall be $1,000 and the maximum bond, $500,000.
The amount of funds handled shall be determined at the beginning of each Plan
Year by the amount of funds handled by such person, group, or class to be
covered and their predecessors, if any, during the preceding Plan Year, or if
there is no preceding Plan Year, then by the amount of the funds to be handled
during the then current year.  The bond shall provide protection to the Plan
against any loss by reason of acts of fraud or dishonesty by the Fiduciary
alone or in connivance with others.  The surety shall be a corporate surety
company (as such term is used in Section 412(a)(2) of the Act), and the bond
shall be in a form approved by the Secretary of Labor.  Notwithstanding
anything in the Plan to the contrary, the cost of such bonds shall be an
expense of and may, at the election of the Administrator, be paid from the
Trust Fund or by the Employer.

                                      X-2
<PAGE>
         10.8     RECEIPT AND RELEASE FOR PAYMENTS

         Any payment to any Participant, his legal representative, Beneficiary,
or to any guardian or committee appointed for such Participant or Beneficiary
in accordance with the provisions of the Plan, shall, to the extent thereof, be
in full satisfaction of all claims hereunder against the Trustee and the
Employer, either of whom may require such Participant, legal representative,
Beneficiary, guardian or committee, as a condition precedent to such payment,
to execute a receipt and release thereof in such form as shall be determined by
the Trustee or Employer.

         10.9    ACTION BY THE EMPLOYER

         Whenever the Employer under the terms of the Plan is permitted or
required to do or perform any act or matter or thing, it shall be done and
performed by a person duly authorized by its legally constituted authority.

         10.10   NAMED FIDUCIARIES AND ALLOCATION OF RESPONSIBILITY

         The "named Fiduciaries" of this Plan are the Company and the
Administrator.  The named Fiduciaries shall have only those specific powers,
duties, responsibilities, and obligations as are specifically given them under
the Plan.  In general, the Company shall have the sole responsibility for
making the contributions provided for under Section 4.1; and shall have the
sole authority to appoint and remove the Trustee and the Administrator; to
formulate the Plan's "funding policy and method"; and to amend or terminate, in
whole or in part, the Plan.  The Administrator shall have the sole
responsibility for the administration of the Plan, which responsibility is
specifically described in the Plan, including the acquisition, holding and/or
disposition of Company Stock and the entering into any Exempt Loans.  The
Administrator shall also have the sole responsibility of management of the
assets of the Other Investments Account held under the Trust, except those
assets in such accounts, the management of which has been assigned to an
Investment Manager, who shall be solely responsible for the management of the
assets assigned to it, all as specifically provided in the Plan.

         10.11   HEADINGS

         The headings and subheadings of this Plan have been inserted for
convenience of reference and are to be ignored in any construction of the
provisions hereof.

         10.12   APPROVAL BY INTERNAL REVENUE SERVICE

                 (a)      Notwithstanding anything herein to the contrary,
         contributions to this Plan are conditioned upon the initial
         qualification of the Plan under Code Section 401.  If the Plan
         receives an adverse determination with respect to its initial
         qualification, then the Plan may return such contributions to the
         Employer within one year after such determination, provided the
         application for the determination is made by the time prescribed by
         law for filing the

                                      X-3
<PAGE>
         Employer's return for the taxable year in which the Plan was adopted,
         or such later date as the Secretary of the Treasury may prescribe.

                 (b)      Notwithstanding any provisions to the contrary,
         except Sections 3.6 and 4.3(d), any contribution by the Employer to
         the Trust Fund is conditioned upon the deductibility of the
         contribution by the Employer under the Code and, to the extent any
         such deduction is disallowed, the Employer may, within one year
         following the disallowance of the deduction, demand repayment of such
         disallowed contribution and the Trustee shall return such contribution
         within one year following the disallowance of the deduction, demand
         repayment of such disallowed contribution and the Trustee shall return
         such contribution within one year following the disallowance.
         Earnings of the Plan attributable to the excess contribution may not
         be returned to the Employer, but any losses attributable thereto must
         reduce the amount so returned.

         10.13   UNIFORMITY

         All provisions of this Plan shall be interpreted and applied in a
uniform, nondiscriminatory manner.

         10.14   SECURITIES AND EXCHANGE COMMISSION APPROVAL

         The Company may request an interpretative letter from the Securities
and Exchange Commission stating that the transfer of Company Stock contemplated
hereunder does not involve transactions requiring a registration of such
Company Stock under the Securities Act of 1933.  In the event that a favorable
interpretative letter is not obtained, the Employer reserves the right to amend
the Plan and Trust retroactively to their Effective Dates in order to obtain a
favorable interpretative letter or to terminate the Plan.

         10.15   INDEMNIFICATION

         To the maximum extent permitted by law, neither the Employer, any of
its officers or directors, nor the Administrator shall be personally liable for
any action or inaction with respect to any duty or responsibility imposed upon
such person by the terms of the Plan, unless such action or inaction is
judicially determined to be a breach of that person's fiduciary responsibility
with respect to the Plan under any applicable law.  The Employer may indemnify
or purchase insurance to underwrite indemnity for the Administrator and/or the
Employer's board of directors against any personal liability or expense except
for their own gross negligence.

         10.16   CONTROLLING LAW

         All legal questions pertaining to the Plan, all construction and all
Regulations shall be determined in accordance with the laws of the State of
Delaware and the United States.  All contributions shall be deemed to have been
made under such laws.  Notwithstanding anything in this

                                      X-4
<PAGE>
Agreement to the contrary, the effective dates provided for herein for the
application of any Code Section to this Plan shall be extended in accordance
with any act of Congress or any effective Regulation, Ruling or other measure
of like import.

                                      X-5
<PAGE>
                                   ARTICLE XI
                            PARTICIPATING EMPLOYERS

         11.1    ADOPTION BY OTHER EMPLOYERS

         Notwithstanding anything herein to the contrary, with the consent of
the Company and Trustee, any other Affiliated Employer may adopt this Plan and
all of the provisions hereof, and participate herein and be known as a
Participating Employer, by a properly executed document evidencing said intent
and will of such Participating Employer.

         11.2    REQUIREMENTS OF PARTICIPATING EMPLOYERS

                 (a)      Each such Participating Employer shall be required to
         use the same Trustee as provided in this Plan.

                 (b)      The Trustee, unless directed otherwise by the
         Administrator, shall commingle and hold as one Trust Fund all
         contributions made by Participating Employers.

                 (c)      The transfer of any Participant from or to an
         Employer participating in this Plan, whether he be an Employee of the
         Employer or a Participating Employer, shall not affect such
         Participant's rights under the Plan, and all amounts credited to such
         Participant's Account as well as his accumulated service time with the
         transferor or predecessor, and his length of participation in the
         Plan, shall continue to his credit.

                 (d)      All rights and values forfeited by termination of
         employment shall inure only to the benefit of the
         Employee-Participants of the Participating Employer by which the
         forfeiting Participant was employed, except if the Forfeiture is for
         an Employee whose Employer is a member of an affiliated or controlled
         group, then said Forfeiture shall be allocated, based on Compensation
         to all Participant Accounts of Participating Employers who are members
         of the affiliated or controlled group.  Should an Employee of one
         ("First") Employer be transferred to an associated ("Second") Employer
         (the Employer, an affiliate or subsidiary), such transfer shall not
         cause his Account balance (generated while an Employee of "First"
         Employer) in any manner or by any amount to be forfeited.  Such
         Employee's Participant Account balance for all purposes of the Plan,
         including length of service, shall be considered as though he had
         always been employed by the "Second" Employer and as such had received
         contributions, forfeitures, earnings of losses, and appreciation or
         depreciation in value of assets totaling amount so transferred.

                 (e)      Any expenses of the Trust which are to be paid by the
         Employer or borne by the Trust Fund shall be paid by each
         Participating Employer in the same proportion that the total amount
         standing to the credit of all Participants employed by such Employer
         bears to the total standing to the credit of all Participants.

                                      XI-1
<PAGE>
         11.3    DESIGNATION OF AGENT

         Each Participating Employer shall be deemed to be a part of this Plan;
provided, however, that with respect to all of its relations with the Trustee
and Administrator for the purpose of this Plan, each Participating Employer
shall be deemed to have designated irrevocably the Employer as its agent.
Unless the context of the Plan clearly indicates the contrary, the word
"Employer" shall be deemed to include each Participating Employer as related to
its adoption of the Plan.

         11.4    EMPLOYEE TRANSFERS

         It is anticipated that an Employee may be transferred between
Participating Employers, and in the event of any such transfer, the Employee
involved shall carry with him his accumulated service and eligibility.  No such
transfer shall effect a termination of employment hereunder, and the
Participating Employer to which the Employee is transferred shall thereupon
become obligated hereunder with respect to such Employee in the same manner as
was the Participating Employer from whom the Employee was transferred.

         11.5    PARTICIPATING EMPLOYER'S CONTRIBUTION

         Any contribution or Forfeiture subject to allocation during each Plan
Year shall be allocated among all Participants of all Participating Employers
in accordance with the provisions of this Plan.  On the basis of the
information furnished by the Administrator, the Trustee shall keep separate
books and records concerning the affairs of each Participating Employer
hereunder and as to the accounts and credits of the Employees of each
Participating Employer.  The Trustee may, but need not, register contracts so
as to evidence that a particular Participating Employer is the interested
Employer hereunder, but in the event of an Employee transfer from one
Participating Employer to another, the employing Employer shall immediately
notify the Administrator will notify the Trustee thereof.  Notwithstanding
anything herein seemingly to the contrary, the Plan shall constitute a "single"
Plan as to all Participating Employers and not a separate plan as to any such
Participating Employer.

         11.6    AMENDMENT

         Each amendment of this Plan shall be binding on each and every
Participating Employer and on the Trustee, unless its consent is necessary in
accordance with the terms of this Plan.

         11.7    DISCONTINUANCE OF PARTICIPATION

         Any Participating Employer shall be permitted to discontinue or revoke
its participation in the Plan.  At the time of any such discontinuance or
revocation, satisfactory evidence thereof and of any applicable conditions
imposed shall be delivered to the Trustee.  The Trustee shall thereafter
transfer, deliver and assign Trust Fund assets allocable to the Participants of
such Participating Employer or to such new Trustee as shall have been
designated by such Participating Employer, in

                                      XI-2
<PAGE>
the event that it has established a separate pension plan for its Employees. If
no successor is designated, the Trustee shall retain such assets for the
Employees of said Participating Employer pursuant to the provisions of Article
VII hereof.  In no such event shall any part of the corpus or income of the
Trust as it relates to such Participating Employer be used for or diverted for
purposes other than for the exclusive benefit of the Employees of such
Participating Employer.

         11.8    ADMINISTRATOR'S AUTHORITY

         The Administrator shall have authority to make any and all necessary
rules or regulations, binding upon all Participating Employers and all
Participants, to effectuate the purpose of this Article.

         11.9    PARTICIPATING EMPLOYER CONTRIBUTION FOR AFFILIATE

         If any Participating Employer is prevented in whole or in part from
making a contribution to the Trust Fund which it would otherwise have made
under the Plan by reason of having no current or accumulated earnings or
profits, or because such earnings or profits are less than the contribution
which it would otherwise have made, then, pursuant to Code Section
404(a)(3)(B), so much of the contribution which such Participating Employer was
so prevented from making may be made, for the benefit of the participating
employees of such Participating Employer, by the other Participating Employers
who are members of the same affiliated group within the meaning of Code Section
1504 to the extent of their current or accumulated earnings or profits, except
that such contribution by each such other Participating Employer shall be
limited to the proportion of its total current and accumulated earnings or
profits remaining after adjustment for its contribution to the Plan made
without regard to this paragraph which the total prevented contribution bears
to the total current and accumulated earnings or profits of all the
Participating Employers remaining after adjustment for all contributions made
to the Plan without regard to this paragraph.

                                      XI-3
<PAGE>
                                  ARTICLE XII
                                TOP-HEAVY STATUS

         12.1    ARTICLE CONTROLS

         Any Plan provisions to the contrary notwithstanding, the provisions of
this Article shall control to the extent required to cause the Plan to comply
with the requirements imposed under Code Section 416.

         12.2    DEFINITIONS

         For purposes of this Article, the following terms and phrases shall
have these respective meanings:

                 (a)      Account Balance:  As of any Valuation Date, the
         aggregate amount credited to an individual's account or accounts under
         a qualified defined contribution plan maintained by the Employer or an
         Affiliated Employer (excluding employee contributions which were
         deductible within the meaning of section 219 of the Code and rollover
         or transfer contributions made after December 31, 1983 by or on behalf
         of such individual to such plan from another qualified plan sponsored
         by an entity other than the Employer or an Affiliated Employer),
         increased by (1) the aggregate distributions made to such individual
         from such plan during a five-year period ending on the Determination
         Date and (2) the amount of any contributions due as of the
         Determination Date immediately following such Valuation Date.

                 (b)      Accrued Benefit:  As of any Valuation Date, the
         present value (computed on the basis of the Assumptions) of the
         cumulative accrued benefit (excluding the portion thereof which is
         attributable to employee contributions which were deductible pursuant
         to section 219 of the Code, to rollover or transfer contributions made
         after December 31, 1983 by or on behalf of such individual to such
         plan from another qualified plan sponsored by an entity other than the
         Employer or an Affiliated Employer, to proportional subsidies or to
         ancillary benefits) of an individual under a qualified defined benefit
         plan maintained by the Employer or an Affiliated Employer increased by
         (1) the aggregate distributions made to such individual from such plan
         during a five-year period ending on the Determination Date and (2) the
         estimated benefit accrued by such individual between such Valuation
         Date and the Determination Date immediately following such Valuation
         Date.  Solely for the purpose of determining top-heavy status, the
         Accrued Benefit of an individual shall be determined under (1) the
         method, if any, that uniformly applies for accrual purposes under all
         qualified defined benefit plans maintained by the Employer or an
         Affiliated Employer, or (2) if there is no such method, as if such
         benefit accrued not more rapidly than under the slowest accrual rate
         permitted under section 411(b)(1)(C) of the Code.

                 (c)      Aggregation Group:  The group of qualified plans
         maintained by the Employer and each Affiliated Employer consisting of
         (1) each plan in which a Key

                                     XII-1
<PAGE>
         Employee participates and each other plan which enables a plan in
         which a Key Employee participates to meet the requirements of sections
         401(a)(4) or 410 of the Code, or (2) each plan in which a Key Employee
         participates, each other plan which enables a plan in which a Key
         Employee participates to meet the requirements of sections 401(a)(4)
         or 410 of the Code and any other plan which the Employer elects to
         include as a part of such group; provided, however, that the Employer
         may not elect to include a plan in such group if its inclusion would
         cause the group to fail to meet the requirements of sections 401(a)(4)
         or 410 of the Code.

                 (d)      Assumptions:  The interest rate and mortality
         assumptions specified for top-heavy status determination purposes in
         any defined benefit plan included in the Aggregation Group including
         the Plan.

                 (e)      Determination Date:  For the first Plan Year of any
         plan, the last day of such Plan Year and for each subsequent Plan Year
         of such plan, the last day of the preceding Plan Year.

                 (f)      Key Employee:  A "key employee" as defined in section
         416(i) of the Code and the Treasury Regulations thereunder.

                 (g)      Plan Year:  With respect to any plan, the annual
         accounting period used by such plan for annual reporting purposes.

                 (h)      Remuneration:  Compensation within the meaning of
         section 415(c)(3) of the Code, as limited by section 401(a)(17) of the
         Code for Plan Years beginning after December 31, 1988.

                 (i)      Valuation Date:  With respect to any Plan Year of any
         defined contribution plan, the most recent date within the
         twelve-month period ending on a Determination Date as of which the
         trust fund established under such plan was valued and the net income
         (or loss) thereof allocated to participants' accounts.  With respect
         to any Plan Year of any defined benefit plan, the most recent date
         within a twelve-month period ending on a Determination Date as of
         which the plan assets were valued for purposes of computing plan costs
         for purposes of the requirements imposed under section 412 of the
         Code.

         12.3    TOP-HEAVY STATUS

                 (a)      The Plan shall be deemed to be top-heavy for a Plan
         Year, if, as of the Determination Date for such Plan Year, (1) the sum
         of Account Balances of Participants who are Key Employees exceeds 60%
         of the sum of Account Balances of all Participants unless an
         Aggregation Group including the Plan is not top-heavy or (2) an
         Aggregation Group including the Plan is top-heavy.  An Aggregation
         Group shall be deemed to be top-heavy as of a Determination Date if
         the sum (computed in accordance with section 416(g)(2)(B) of

                                     XII-2
<PAGE>
         the Code and the Treasury Regulations promulgated thereunder) of (1)
         the Account Balances of Key Employees under all defined contribution
         plans included in the Aggregation Group and (2) the Accrued Benefits
         of Key Employees under all defined benefit plans included in the
         Aggregation Group exceeds 60% of the sum of the Account Balances and
         the Accrued Benefits of all individuals under such plans.
         Notwithstanding the foregoing, the Account Balances and Accrued
         Benefits of individuals who are not Key Employees in any Plan Year but
         who were Key Employees in any prior Plan Year shall not be considered
         in determining the top-heavy status of the Plan for such Plan Year.
         Further, notwithstanding the foregoing, the Account Balances and
         Accrued Benefits of individuals who have not performed services for
         the Employer at any time during the five-year period ending on the
         applicable Determination Date shall not be considered.

         12.4    TERMINATION OF TOP-HEAVY STATUS

         If the Plan has been deemed to be top-heavy for one or more Plan Years
and thereafter ceases to be top-heavy, the provisions of this Article shall
cease to apply to the Plan effective as of the Determination Date on which it
is determined to no longer be top-heavy.

         12.5    EFFECT OF ARTICLE

         Notwithstanding anything contained herein to the contrary, the
provisions of this Article shall automatically become inoperative and of no
effect to the extent not required by the Code or the Act.

         IN WITNESS WHEREOF, this Plan has been executed this 13th day of
November, 1996, effective for all purposes as of the Effective Date.

                                        MONTEREY RESOURCES, INC.

                                        By: /s/ R. GRAHAM WHALING
                                        Name:   R. Graham Whaling 
                                        Title:  Chief Executive Officer

                                     XII-3