EXHIBIT 10.10
                                                                         8/30/96

                            MONTEREY RESOURCES, INC.
                            SAVINGS INVESTMENT PLAN

                               TABLE OF CONTENTS

                                                                           PAGE
                                                                            NO.
Section I          Preamble   . . . . . . . . . . . . . . . . . . . . . .   I-1

Section II         Definitions  . . . . . . . . . . . . . . . . . . . . .  II-1

Section III        Employee Eligible to Participate   . . . . . . . . . . III-1

Section IV         Contributions  . . . . . . . . . . . . . . . . . . . .  IV-1

Section V          Investment of Contributions  . . . . . . . . . . . . .   V-1

Section VI         Vesting  . . . . . . . . . . . . . . . . . . . . . . .  VI-1

Section VII        Withdrawals Prior to Termination of Employment   . . . VII-1

Section VIII       Distributions Other Than Withdrawals   . . . . . . . .VIII-1

Section IX         Death Benefits, Beneficiaries, Unclaimed Benefits  . .  IX-1

Section X          Administration   . . . . . . . . . . . . . . . . . . .   X-1

Section XI         Provisions Respecting the Company  . . . . . . . . . .  XI-1

Section XII        Termination of Plan  . . . . . . . . . . . . . . . . . XII-1

Section XIII       Miscellaneous Provisions   . . . . . . . . . . . . . .XIII-1

Section XIV        Loans  . . . . . . . . . . . . . . . . . . . . . . . . XIV-1

Attachment A       Investment Funds

                                      (i)
<PAGE>
                                   SECTION I

                                    PREAMBLE

                 1.1      Monterey Resources, Inc. (the "Company") hereby
establishes the Monterey Resources, Inc.  Savings Investment Plan (the "Plan"),
to be effective as of the date the Company ceases to be a subsidiary of Santa
Fe Energy Resources, Inc. (the "Spinoff Date").

                 1.2      The effective date of the Plan for each Participating
Company shall be the date so specified in the resolution of that company which
adopts the Plan.

                 1.3      The Plan is established by spinning off the accounts
of all employees of the Company on the Spinoff Date under the Santa Fe Energy
Resources Savings Investment Plan (the "SFER Plan") as a separate plan and
continuing such spun-off plan as the Plan without interruption or change,
except as specifically provided herein.

                                      I-1
<PAGE>
                                   SECTION II

                                  DEFINITIONS

                 When used in this Plan, the following terms shall have the
meanings set forth below unless a different meaning is plainly required by the
context:

                 2.1      "Accounts" shall mean a Participant's Deferred
Contributions Account, Employer Contributions Account, Rollover Account, and/or
Participant Contributions Account, if any.

                 2.2      "Affiliated Company" shall mean every corporation
(including the Company) which is a member of a controlled group of corporations
(within the meaning of Section 414(b) of the Code), which includes the Company.
"Affiliated Company" shall also mean any trade or business under common control
with an Affiliated Company within the meaning of Section 414(c) of the Code,
and any other entity required to be aggregated with the Company pursuant to
Section 414(m) or (o) of the Code.  For purposes of Section 4.8, the
modification of Sections 414(b) and 414(c) of the Code by Section 415(h) of the
Code is incorporated.

                 2.3      "Annuity Starting Date" shall mean the first day of
the first period for which an amount is payable as an annuity, or in the case
of a benefit not payable in the form of an annuity, the first day on which all
events have occurred which entitle the Participant to such benefit.

                 2.4      "Beneficiary" shall mean any individual, trust or
other recipient entitled to receive benefits payable hereunder upon the death
of the Participant, as provided in Section 9.2 hereof.

                 2.5      "Break in Service" shall mean a 12 consecutive month
period during which an Employee remains unemployed by the Affiliated Companies,
which period shall commence with

                                      II-1
<PAGE>
the date on which such Employee's employment with the Affiliated Companies is
terminated.  The date on which employment is terminated shall be the earlier of
(1) the date on which the Employee quits, is discharged, retires or dies, or
(2) the first anniversary of the date on which a Leave of Absence commences;
provided, however, if an Employee is absent from service for more than 12
months due to her pregnancy, birth or adoption of his or her child or the
caring for such child following its birth or adoption, the 12-month period
following the first anniversary of the date such absence began shall not be
treated as a period of absence for Break in Service purposes.  The Employee may
be required to furnish proof of the reason and duration of the absence.  The
Plan shall be administered in accordance with the requirements of the Family
Medical Leave Act of 1993.

                 2.6      "Code" shall mean the Internal Revenue Code of 1986,
as amended.

                 2.7      "Company Stock" shall mean the common stock of the
Company.

                 2.8      "Compensation" shall mean the total of base salary or
base wages paid to a Participant by a Participating Company, and any elective
pre-tax salary deferrals made by the Participant with respect to the same under
this Plan and any plan which meets the requirements of Sections 125 and/or 129
of the Code, and shall exclude all other items of compensation including but
not limited to, overtime, bonuses, severance benefits, payments while on a
leave of absence other than for short-term illness, unused vacation pay,
business expense reimbursements, any income realized for federal income tax
purposes as a result of group life insurance, other employee benefit plans or
the grant or exercise of an option to acquire stock, payments made under any
long-term disability plan of a Participating Company, restricted stock, phantom
units and amounts deferred under a non-qualified salary deferral plan.
Compensation shall be determined in accordance with the rules of Section 414(q)
of the Code, except that the term "family" shall include only the

                                      II-2
<PAGE>
Participant's spouse and any lineal descendants who have not attained the age
of 19 before the close of the Plan Year.

                 For purposes of determining the Average Contribution
Percentage, however, Compensation shall mean the Employee's total pay from the
Participating Companies for purposes of Section 415 of the Code, plus any
elective deferrals excluded from his gross income pursuant to Sections 125, 129
or 402(g) of the Code.

                 Notwithstanding anything herein to the contrary, the amount of
annual compensation deemed to be "Compensation" with respect to any particular
Participant shall not in any event exceed $150,000 during any Plan Year,
subject to cost-of-living adjustments made thereto by the Secretary of the
Treasury or his delegate.

                 2.9      "Computation Period" means a period of 12 consecutive
months commencing on the date on which the Employee first completes (or,
following a Break in Service, again completes) an Hour of Service, and each
anniversary of such date.

                 2.10     "Deferred Contributions" shall mean contributions
made on behalf of a Participant pursuant to his election pursuant to Section
4.1 hereof.

                 2.11     "Deferred Contributions Account" shall mean that
portion of a Participant's interest in this Plan which is attributable to
Deferred Contributions made on his behalf hereunder and, if applicable, his SFP
Plan Deferred Contributions Account transferred to this Plan.

                 2.12     "Eligible Class" shall mean an Employee of a
Participating Company other than (1) a nonresident alien with no U.S. source
income, (2) a "leased employee" within the meaning of Section 414(n) of the
Code, or (3) an Employee who is included in a bargaining unit that has a

                                      II-3
<PAGE>
collective bargaining agreement with the Participating Company, unless the
agreement provides for participating in the Plan by an Employee in such unit.

                 2.13     "Employee" shall mean any person whose wages from an
Affiliated Company are subject to withholding under Section 3402 of the Code,
and shall also include any "leased employee" within the meaning of Section
414(n) of the Code, except as otherwise permitted by the Code and regulations.

                 2.14     "Employer" shall mean a Participating Company, or any
successor organization which shall assume the obligations of this Plan with
respect to its Employees.

                 2.15     "Employer Contributions Account" shall mean that
portion of a Participant's interest in this Plan which is attributable to
Employer contributions made at any time hereunder, other than Deferred
Contributions made on his behalf pursuant Section 4.1 hereof, and, if
applicable,   shall include his SFER Plan Employer Contributions Account
transferred to this Plan.

                 2.16     "Entry Date" shall mean the first day of each month.

                 2.17     "ERISA" shall mean the Employee Retirement Income
Security Act of 1974, as amended.

                 2.18     "Highly Compensated Employee" shall mean any Employee
who performs service for the Employer or an Affiliated Company during the
determination year and who, during the look-back year:  (i) received
compensation from the Employer or an Affiliated Company in excess of $75,000
(as adjusted pursuant to section 415(d) of the Code); (ii) received
compensation from the Employer or an Affiliated Company in excess of $50,000
(as adjusted pursuant to section 415(d) of the Code) and was a member of the
top-paid group for such year; or (iii) was an officer of the Employer or an
Affiliated Company and received compensation during such year that is

                                      II-4
<PAGE>
greater than 50% of the dollar limitation in effect under section 415(d)(1)(A)
of the Code.  The term highly compensated employee also includes:  (i)
employees who are both described in the preceding sentence if the term
'determination year' is substituted for the term 'look-back year' and the
employee is one of the 100 employees who received the most compensation from
the employer during the determination year; and (ii) employees who are 5%
owners at any time during the look-back year or determination year.

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

                 For this purpose, the determination year shall be the plan
year.  The look-back year shall be the twelve-month period immediately
preceding the determination year.

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

                 If an Employee is, during a determination year or look-back
year, a family member of either a 5 percent owner who is an active or former
employee or a highly compensated employee who is one of the 10 most highly
compensated employees ranked on the basis of compensation paid by the Employer
or an Affiliated Company during such year, then the family member and the 5
percent owner or top-ten highly compensated employee shall be aggregated.  In
such case, the family member and 5 percent owner or top-ten highly compensated
employee shall be treated as a single employee receiving compensation and plan
contributions or benefits equal to the sum of such

                                      II-5
<PAGE>
compensation and contributions or benefits of the family member and 5 percent
owner or top-ten highly compensated employee.  For purposes of this section,
family member includes the spouse, lineal ascendants and descendants.

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

                 2.19     "Hours of Service" shall mean each hour for which an
Employee is paid, or entitled to payment, for the performance of duties for an
Affiliated Company.

                 2.20     "Named Fiduciary" shall mean the Plan Administrator.

                 2.21     "Normal Retirement Date" shall mean the Valuation
Date on or next following a Participant's 65th birthday (the "Normal Retirement
Age").

                 2.22     "Participant" shall mean an Employee who meets the
eligibility requirements set forth in Section III hereof and who has taken all
of the steps required for participation by said Section III and a former
Employee who has an Account under the Plan.  Participant shall also include an
Employee who makes a rollover contribution to the Plan pursuant to Section 4.2.

                 2.23     "Participant Contributions Account" shall mean, if
applicable, that portion of a Participant's interest in this Plan which is
attributable to his SFER Plan Participant Contributions Account transferred to
this Plan.  Any portion thereof attributable to Participant after-tax
contributions made prior to 1987 shall be separately accounted for under the
Account.

                 2.24     "Participating Company" shall mean each Affiliated
Company which has adopted this Plan pursuant to Section XIII.

                                      II-6
<PAGE>
                 2.25     "Plan" shall mean the Monterey Resources, Inc.
Savings Investment Plan as set forth herein and all subsequent amendments
thereto.

                 2.26     "Plan Administrator" shall mean the Employee Benefits
Committee of at least three persons appointed by the Chief Executive Officer of
the Company to serve as Plan Administrator.

                 2.27     "Plan Year" shall mean the calendar year, which shall
also be the limitation year for purposes of Section 415 of the Code.

                 2.28     "Qualified Joint and Survivor Annuity" shall mean an
immediate annuity for the life of the Participant with a survivor annuity of
50% for the life of his spouse, as his contingent annuitant, as described in
Option 2 in Section 8.1.

                 2.29     "Retirement" shall mean a Participant terminates his
employment with all Affiliated Companies at a time when he is eligible to
commence receiving a vested annuity benefit under any qualified defined benefit
plan maintained by an Affiliated Company.

                 2.30     "Rollover Account" shall mean that portion of a
Participant's interest in this Plan which is attributable to a qualified
rollover contribution (within the meaning of Section 402 of the Code) made to
the Plan by the Participant.

                 2.31     "Total Disability" shall mean a Participant's
eligibility for benefits under the Company's Long-Term Disability Plan.  Total
Disability shall be deemed to exist only when a written application has been
filed with the Employer or its designee by or on behalf of such Participant and
when such Total Disability is certified to the Employer or its designee by a
licensed physician approved by the Employer or his designee.

                                      II-7
<PAGE>
                 2.32     "Trustee" shall mean the trustee under any trust
agreement established between the Company and the Trustee for the purpose of
holding assets of the Plan.

                 2.33     "Valuation Date" shall mean each business day of the
Plan Year.

                 2.34     "Year of Service" shall mean a Computation Period
during which an Employee is employed or deemed to be employed by an Affiliated
Company for the full Computation Period; provided, however, if a termination of
employment of such Employee shall occur, followed by the completion of an Hour
of Service prior to incurring a Break in Service, then the period commencing
with such termination of employment and extending to the date he again
completes an Hour of Service shall be credited for determining the Employee's
Years of Service; provided further, however, if an Employee is absent from
service due to her pregnancy, birth or adoption of his or her child or the
caring for such child following its birth or adoption, the Employee shall be
credited with the period of such maternity/paternity absence but not in excess
of 12 months.  The Employee may be required to furnish proof of the reason and
duration of such absence.

                 All Years of Service (and fractional parts thereof), whether
or not continuous, shall be aggregated on the basis that 365 days of service
equals one full Year of Service; provided, however, any Years of Service (or
parts thereof) completed prior to becoming vested shall be disregarded if the
Employee incurs five or more consecutive Breaks in Service.

                 Each Employee's service prior to the effective date of the
Plan shall be the amount shown by the Employer's records (or the SFER Plan) as
of that date.  Further, prior service with a predecessor employer or an
acquired business before the date such entity or business became an Affiliated
Company shall not be credited under the Plan except to the extent the President
of the Company provides otherwise in a nondiscriminatory manner.

                                      II-8
<PAGE>
                 The singular form of any word shall include the plural and the
masculine gender shall include the feminine wherever necessary for the proper
interpretation of this Plan.

                                      II-9
<PAGE>
                                  SECTION III

                       EMPLOYEES ELIGIBLE TO PARTICIPATE

                 3.1      Each Employee who is a Participant on the Spinoff
Date shall continue as a Participant as of that date.  Each other Employee or
future Employee of a Participating Company shall be eligible to become a
Participant as of the first Entry Date on or immediately following the date he
completes an Hour of Service, or on any subsequent Entry Date, provided he is
in the Eligible Class on such Entry Date.

                 3.2      In the event a former Employee is rehired and again
becomes a member of the Eligible Class, or an Employee transfers into the
Eligible Class, he shall be eligible to participate in the Plan as of his date
of rehire or transfer into the Eligible Class, as the case may be, or as of any
future Entry Date thereafter, provided he is in the Eligible Class on such
future Entry Date.

                 3.3      Participating Companies shall notify all Employees in
the Eligible Class of their eligibility to participate and shall give them an
opportunity to become Participants.

                 3.4      To become a Participant, an Employee must meet the
above requirements of this Section and execute and deliver to the Participating
Company in accordance with procedures established by the Plan Administrator a
written election form indicating his desire to have a portion of his
Compensation contributed to the Plan as Deferred Contributions.  He must
specify his chosen rate of Deferred Contributions and authorize the
Participating Company to make regular payroll reductions of such Deferred
Contributions.  In addition, the Employee must make an investment election as
described in Section V hereof.  No Employee shall become a Participant until he
has met the above requirements.  Elections shall be processed by the
Participating Companies, in accordance

                                     III-1
<PAGE>
with procedures established by the Plan Administrator, as soon as reasonably
practicable after their receipt.

                                     III-2
<PAGE>
                                   SECTION IV

                                 CONTRIBUTIONS

                 4.1      Each Employee who is eligible to participate in the
Plan must, in order to participate, elect to have his Compensation reduced each
payroll period by either (x) a whole percentage (not to exceed 12%) or (y) a
dollar amount equal to the maximum dollar amount permitted by Section 402(g) of
the Code for such Plan Year divided by the number of payroll periods in the
Plan Year (or, upon a Participant's initial participation following his date of
hire or rehire, the number of payroll periods remaining in the Plan Year), but
not to exceed 12% of Compensation, and to have the amount by which his
Compensation is reduced contributed to the Plan by his Employer on his behalf
as before-tax Deferred Contributions.  No contributions may be made by a
Participant unless he is in the Eligible Class.

                 4.2      An Employee who is in the Eligible Class but elects
not to make contributions pursuant to Section 4.1 shall be eligible to make a
rollover contribution (including in the form of a "direct" rollover) to the
Plan by wire transfer or by check acceptable to the Plan Administrator,
provided such contribution satisfies the requirements of Section 402(a) of the
Code as being a 'qualified rollover,' and the Employee satisfies such other
administrative requirements concerning such rollover contributions as may be
required, including designating the investment fund(s) for such contribution.
Rollover contributions are not subject to a Company matching contribution.

                 4.3      Election forms shall be distributed by the Plan
Administrator to all eligible Employees.  All elections shall apply to
Compensation to be received after the election becomes effective.  Any eligible
Employee who fails to return a properly completed election form in a timely

                                      IV-1
<PAGE>
manner to the Plan Administrator shall be deemed to have elected to have all of
his Compensation included in his regular paycheck.

                 4.4      Participant Deferred Contributions shall be made by
means of payroll reductions and the amounts so withheld shall be paid as soon
as reasonably practicable without interest to the Trustee by the Participating
Companies and shall be credited to the Participant's Deferred Contributions
Account.

                 4.5      The Participating Companies shall make matching
Employer contributions to the Trustee hereunder on or as soon as reasonably
practicable following the end of each pay period in regard to their
Participants which shall be credited to the Participants' Employer
Contributions Accounts.  The amount of the matching Employer contribution to be
made for any particular pay period with respect to any particular Participant
shall be equal to 100% of the Deferred Contributions, up to 4% of his
Compensation, actually made hereunder on behalf of such Participant for that
pay period.

                 In addition, the Company may, with respect to any Plan Year,
determine that an additional matching contribution (the "Employer Performance
Match Contribution") shall be made as of the end of such Plan Year to those
Participants who are Employees at the end of the Plan Year.  The amount of such
Employer Performance Match Contribution made with respect to any Participant
shall equal the Bonus Percentage for such Plan Year multiplied by the aggregate
of the Employer matching contributions (as described in the immediately
preceding paragraph) made with respect to such Participant for such Plan Year,
with the Bonus Percentage being established by the Plan Administrator, in its
discretion, on a uniform basis for all affected Participants, but in no event
shall the Bonus Percentage for any Plan Year exceed 50%.

                                      IV-2
<PAGE>
                 The Plan is intended to qualify as a profit sharing plan under
Section 401(a) of the Code; however, unless the Board directs, with respect to
any Plan Year, that contributions shall not be made in the absence of profits,
the above described contributions shall be made by the Employer in the absence
of current or accumulated earnings and profits provided the Plan will continue
to qualify as a profit sharing plan under Section 401(a)(27) of the Code.  The
Employer matching contribution may be made in cash, Company Stock or any
contribution thereof as determined by the Company.

                 4.6      The Participant may elect to change his rate of
Deferred Contributions as of any payroll period (such changes shall be limited
to those percentages or amount described in Section 4.1) and may elect to
suspend his Deferred Contributions entirely as of any payroll period with each
such suspension being for three months.  The Participant's election to suspend
or change his rate of contributions must be made by notice to the Participating
Company in the manner established by the Plan Administrator prior to the
processing cut-off date for such payroll period.  If received after the cut-off
date, the election shall be processed by the Participating Company as soon as
reasonably practicable thereafter.

                 4.7      If the Participant elects to suspend his
contributions, he may elect to resume Deferred Contributions as of any payroll
period that is three or more months after the effective date of such
suspension.  An election to resume contributions must notify the Participating
Company and/or the Administrator and such request will be processed as soon as
reasonably practicable after its receipt.

                                      IV-3
<PAGE>
                 4.8      I.  Excess Deferrals.

                 (a)      A Participant's Deferred Contributions shall in no
         event exceed $9,500 for the 1996 taxable year of the Participant.
         This dollar limitation shall be adjusted annually for years after 1996
         as provided in Code Section 415(d) pursuant to regulations.  The
         adjusted limitation shall be effective as of January 1 of each
         calendar year.

                 (b)      In the event that the dollar limitation provided for
         in (a) is exceeded, the Plan Administrator shall direct the Trustee to
         distribute such excess amount, and any income (or loss) allocable to
         such amount (as provided in (d) below), to the Participant not later
         than the first April 15 following the close of the Participant's
         taxable year.

                 (c)      In the event that a Participant is also a participant
         in (1) another qualified cash or deferred arrangement (as defined in
         Code Section 401(k)), (2) a simplified employee pension (as defined in
         Code Section 408(k)), or (3) a salary reduction arrangement (within
         the meaning of Code Section 3121(a)(5)(D)) and the elective deferrals,
         as defined in Code Section 402(g)(3), made under such other
         arrangement(s) and this Plan cumulatively exceed $9,500 (or such
         amount adjusted annually as provided in Code Section 415(d) pursuant
         to regulations) for such Participant's taxable year, the Participant
         may, not later than March 1 following the close of his taxable year,
         notify the Plan Administrator in writing of such excess and request
         that his 401(k) contributions under this Plan be reduced by an amount
         specified by the Participant.  Such amount shall then be distributed
         in the same manner as provided in (b).

                 (d)      The income (or loss) allocable to returnable excess
         deferrals for a Plan Year shall be determined by the Plan
         Administrator in a reasonable manner and need not include

                                      IV-4
<PAGE>
         any gain or loss for the period between the end of the Plan Year and
         the date of distribution.  Income includes all earnings and
         appreciation, including such items as interest, dividends, rent,
         royalties, gains from the sale of property, appreciation in the value
         of stocks, bonds, annuity and life insurance contracts, and other
         property, without regard to whether such appreciation has been
         realized.

                 Unless the Plan Administrator elects otherwise for a Plan
         Year, the income (or loss) allocable to returnable contributions for
         the Plan Year shall be determined by multiplying the income (or loss)
         for the Plan Year allocable to employee contributions, matching
         contributions, and amounts treated as matching contributions
         (whichever is applicable) by a fraction.  The numerator of the
         fraction shall be the amount of returnable contributions made on
         behalf of the employee for the Plan Year.  The denominator of the
         fraction shall be the total account balance of the employee
         attributable to employee contributions, matching contributions and
         amounts treated as matching contributions as of the end of the Plan
         Year, reduced by the gain allocable to such total amount for the Plan
         Year and increased by the loss allocable to such total amount for the
         Plan Year.

                 II.      Actual Deferral Percentage.

                 For purposes of this Section, Actual Deferral Percentage
("ADP") means, with respect to the Highly Compensated Employee group and
Non-Highly Compensated Employee group for a Plan Year, the average of the
ratios, calculated separately for each member in such group, of the amount of
Deferred Contributions allocated to each Participant's Deferred Contribution
Account (unreduced by distributions made pursuant to I(b) and (d) above) for
such Plan Year, to such Participant's Section 415 Compensation for such Plan
Year.  In the case of a Highly Compensated

                                      IV-5
<PAGE>
Employee who is either a 5% owner or one of the ten most highly compensated
employees, the ADP for the Family Member group (which is treated as one Highly
Compensated Employee) is the ADP determined by combining the elective
contributions, compensation and amounts treated as elective contributions of
all eligible Family Members.  Except to the extent taken into account in the
preceding sentence, the contributions, compensation and amounts treated as
elective contributions of all Family Members are disregarded in determining the
ADP for the groups of Highly Compensated Employees and Non-Highly Compensated
Employees.

                 In the case of a Highly Compensated Employee whose ADP is
determined under the family aggregation rules, the ADP is reduced in accordance
with the "leveling" method described in the regulations and the excess
contributions for the family unit are allocated among the Family Members in
proportion to the contributions of each Family Member that have been combined.
For purposes of this Section 4.3, a Family Member is an Employee's spouse,
lineal ascendants or descendants or a spouse of such lineal ascendant or
descendent.

                 III.     Actual Deferral Percentage Test.

                 (a)      Maximum Annual Allocation:  For each Plan Year, the
         annual allocation derived from Deferred Contributions to a
         Participant's Deferred Contribution Account shall satisfy one of the
         following tests:

                          (1)  The ADP for the Highly Compensated Employee
                 group shall not be more than the ADP of the Non-Highly
                 Compensated Employee group multiplied by 1.25, or

                          (2)  The excess of the ADP for the Highly Compensated
                 Employee group over the ADP for the Non- Highly Compensated
                 Employee group shall not be more

                                      IV-6
<PAGE>
                 than two percentage points.  Additionally, the ADP for the
                 Highly Compensated Employee group shall not exceed the ADP for
                 the Non-Highly Compensated Employee group multiplied by two.
                 This alternative limitation test cannot be used to satisfy the
                 ADP test and the Actual Contribution Percentage test set forth
                 below except as otherwise provided by Treasury Regulation
                 Section 1.401(m)-2(b), the provisions of which are hereby
                 incorporated by reference.

                 (b)      For the purposes of Sections II(a) and III, a Highly
         Compensated Employee and a Non-Highly Compensated Employee shall
         include any Employee eligible to make a Deferred Contribution, whether
         or not such contribution was made.

                 (c)      For the purposes of this Section, if two or more
         plans which include cash or deferred arrangements are considered one
         plan for the purposes of Code Section 401(a)(4) or 410(b), the cash or
         deferred arrangements included in such plans shall be treated as one
         arrangement.  The aggregated plans must also satisfy Code Sections
         401(a)(4) and 410(b) as though they were a single plan.

                 (d)      For purposes of this Section, if a Highly Compensated
         Employee is a member under two or more cash or deferred arrangements
         of the Employer, all such cash or deferred arrangements (other than
         those that may not be permissively aggregated as a single arrangement)
         shall be treated as one cash or deferred arrangement for the purpose
         of determining the deferral percentage with respect to such Highly
         Compensated Employee.

                                      IV-7
<PAGE>
                 IV.     Adjustments As A Result of Actual Deferral Percentage
Test.

                 The amount of excess contributions for a Highly Compensated
Participant will be determined in the following manner: First, the actual
deferral ratio (ADR) of the Highly Compensated Participant with the highest ADR
is reduced to the extent the ADR of the Highly Compensated Participant with the
next highest ADR is reduced to the extent necessary to satisfy the actual
deferral percentage (ADP) test or cause such ratio to equal the ADR of the
Highly Compensated Participant with the next highest ratio.  Second, this
process is repeated until the ADP test is satisfied.  The amount of excess
contributions for a Highly Compensated Participant is then equal to the total
of elective and other contributions taken into account for the ADP test minus
the product of the employee's reduced deferral ratio as determined above and
the employee's compensation.  In the case of a Highly Compensated Participant
whose ADR is determined under the family aggregation rules, the determination
of the amount of excess contributions shall be made as follows: The ADR is
reduced in accordance with the "leveling" method described above and the excess
contributions are allocated among the Family Members in proportion to the
contributions of each Family Member that have been combined.

                 The amount of excess contributions to be distributed shall be
reduced by excess deferrals previously distributed for the taxable year ending
in the same plan year and excess deferrals to be distributed for a taxable year
will be reduced by excess contributions previously distributed for the plan
year beginning in such taxable year.  The distribution of excess contributions
will include the income allocable thereto.  The income allocable to excess
contributions includes only income for the plan year for which the excess
contributions were made.  Such correction shall be made on

                                      IV-8
<PAGE>
or before the 15th day of the third month following the end of the Plan Year,
but in no event later than the close of the following Plan Year.

                 Nonelective contributions and Employer matching contributions
may be treated as elective contributions for purposes of the ADP test only if
(i) such contributions are nonforfeitable when made and are subject to the same
distribution restrictions that apply to elective contributions, (ii)
nonelective contributions and Employer matching contributions which may be
treated as elective contributions must satisfy these requirements without
regard to whether they are actually taken into account as elective
contributions, (iii) the amount of nonelective contributions, including those
qualified nonelective contributions treated as elective contributions for
purposes of the actual deferral percentage test, satisfies the requirements of
section 401(a)(4), (iv) the amount of nonelective contributions treated as
elective contributions for purposes of the actual deferral percentage test and
those qualified nonelective contributions treated as matching contributions for
purposes of the actual contribution percentage test, satisfies the requirement
of section 401(a)(4), and (v) the elective contribution is allocated to the
employees's account as of a date within that Plan Year, and (vi) the plan that
includes the cash or deferred arrangement and the plan or plans to which the
qualified nonelective contributions and qualified matching contributions are
made, could be aggregated for purposes of section 410(b) (other than the
average benefit percentage test).

                 In lieu of a corrective distribution, the Employer may make a
special contribution to the Employer Accounts of one or more groups of
Non-Highly Compensated Employees in a manner sufficient to satisfy one of the
tests set forth in Section III(a).  Such contribution shall be fully vested,
separately accounted for and subject to the same restrictions on withdrawal as
apply to Deferred

                                      IV-9
<PAGE>
Contributions, but no in-service hardship withdrawal shall be permitted with
respect to any such contribution.

                 V.       Maximum Actual Contribution Percentage.

                 (a)      The Actual Contribution Percentage ("ACP") for the
         Highly Compensated Employee group shall not exceed the greater of:

                          (1)     125% of such percentage for the Non-Highly
                 Compensated Employee group; or

                          (2)     the lesser of 200% of such percentage for the
                 Non-Highly Compensated Employee group, or such percentage for
                 the Non-Highly Compensated Employee group plus two percentage
                 points.

                 (b)      For the purposes of this Section V and Section VI,
         ACP for a Plan Year means, with respect to the Highly Compensated
         Employee group and Non-Highly Compensated Employee group, the average
         of the ratios (calculated separately for each member in each group)
         of:

                          (1)     the sum of the Employer matching
                 contributions contributed (and any employee after-tax
                 contributions) under the Plan on behalf of each such member
                 for such Plan Year; to

                          (2)     the Participant's Section 415 Compensation
                 for such Plan Year.

                 (c)      In the case of a Highly Compensated Employee who is
         either a 5% owner or one of the ten most highly compensated employees,
         the actual contribution ratio (ACR) for the family group (which is
         treated as one Highly Compensated Employee) is the ACR determined by
         combining the contributions and compensation of all eligible Family

                                     IV-10
<PAGE>
         Members.  Except to the extent taken into account in the preceding
         sentence, the contributions, compensation of all Family Members are
         disregarded in determining the actual contribution percentages for the
         groups of Highly Compensated Employees and Non-Highly Compensated
         Employees.  In all cases the determination and treatment of the ACP of
         any participant shall satisfy such other requirements as may be
         prescribed by the Secretary of the Treasury.

                 (d)      For purposes of this Section, if two or more plans of
         the Employer to which matching contributions, Employee contributions,
         or elective deferrals are made are treated as one plan for purposes of
         Code Section 410(b), such plans shall be treated as one plan for
         purposes of this Section.  In addition, if a Highly Compensated
         Employee participates in two or more plans described in Code Section
         401(a) or arrangements described in Code Section 401(k) which are
         maintained by the Employer to which such contributions are made, all
         such contributions shall be aggregated for purposes of this Section.

                 (e)      For purposes hereof, Highly Compensated Employee and
         Non-Highly Compensated Employee shall include any Employee eligible to
         have matching contributions allocated to his account for the Plan
         Year.

                 VI.      Adjustments for Excessive ACP.

                 (a)      In the event that the ACP for the Highly Compensated
         Employee group exceeds the ACP for the Non-Highly Compensated Employee
         group pursuant to Section V(a), the Plan Administrator (on or before
         the 15th day of the third month following the end of the Plan Year,
         but in no event later than the close of the following Plan Year) shall
         direct the Trustee to proportionately distribute to the Highly
         Compensated Employee group the

                                     IV-11
<PAGE>
         vested amount of "Excess Aggregate Contributions" (and any income
         allocable to such contributions as provided in (d) of Section I and
         forfeit such "Excess Aggregate Contributions" that are not vested
         (including income or loss as determined under Section I).  Employer
         contributions and employee after-tax contributions shall be returned
         pro rata as necessary to satisfy this Section.  Such distribution or
         forfeiture shall be made on behalf of the Highly Compensated Employee
         group in the order of their ACP beginning with the highest of such
         percentages.  Forfeitures of "Excess Aggregate Contributions" shall
         not be allocated to a Highly Compensated Employee whose contributions
         are reduced pursuant to this Section.

                 In lieu of a corrective distribution, the Company may make a
         special contribution to the Deferred Contribution Accounts of one or
         more groups of Non-Highly Compensated Employees in a manner sufficient
         to satisfy one of the tests set forth in Section V(a).  Such
         contribution shall be fully vested and subject to the same
         restrictions on withdrawal as apply to Participant Deferred
         Contributions but may not be withdrawn under the hardship rules.

                 (b)      For the purposes of this Section, "Excess Aggregate
         Contributions" means, with respect to any Plan Year, the excess of:

                          (1)     the aggregate amount of contributions
                 pursuant to Sections VI(b)(1) and VI(c) actually made on
                 behalf of the Highly Compensated Employee group for such Plan
                 Year, over

                          (2)     the maximum amount of such contributions
                 permitted under the limitations of Section VI(a).

                                     IV-12
<PAGE>
                 (c)      The amount of excess aggregate contributions for a
         highly compensated employee under the Plan will be determined in the
         following manner: First, the actual contribution ratio (ACR) of the
         highly compensated employee with the highest ACR is reduced to the
         extent necessary to satisfy the actual contribution percentage (ACP)
         test or cause such ratio to equal the ACR of the highly compensated
         employee with the next highest ratio.  Second this process if repeated
         until the ACP test is satisfied.  The amount of excess aggregate
         contributions for a highly compensated employee is then equal to the
         total of employee, matching and other contributions taken into account
         for the ACP test minus the product of the employee's contribution
         ratio as determined above and the employee's compensation.

                 In the case of a highly compensated employee whose ACR is
         determined under the family aggregation rules, the determination of
         the amount of excess aggregate contributions shall be made as follows:
         the ACR is reduced is accordance with the "leveling" method described
         above and the excess aggregate contributions are allocated among the
         family members in proportion to the contributions of each family
         member that have been combined.

                 In the case of a highly compensated employee who is either a
         5% owner or one of the ten most highly compensated employees and is
         thereby subject to the family aggregation rules, the actual
         contribution ratio (ACR) for the family group (which is treated as one
         highly compensated employee) is the ACR determined by combining the
         contributions and compensation of all eligible family members.  Except
         to the extent taken into account in the preceding sentence, the
         contributions and compensation of all family members are

                                     IV-13
<PAGE>
         disregarded in determining the actual contribution percentages for the
         groups of highly compensated employees and nonhighly compensated
         employees.

                 The amount of excess aggregate contributions for a plan year
         shall be determined only after first determining the excess
         contributions that are treated as employee contributions due to
         recharacterization.

                 (d)      Notwithstanding anything in the Plan to the contrary,
         an employer matching contribution may be distributed only if such
         contribution is an excess aggregate contribution.  It may not be
         distributed merely because it relates to an excess deferral, an excess
         contribution or an excess aggregate contribution that is distributed.
         In such cases, when an election contribution is distributed to meet
         the requirements of Code Section 401(k) the related matching
         contribution shall be forfeited notwithstanding anything in the Plan
         to the contrary.

                 To prevent the multiple use of the alternative methods of
         compliance with the ADP test and the ACP test, the provision of
         section 1.401(m)-2 of the regulations are hereby incorporated by
         reference to determine if such multiple use exists.  If, after the
         applicable of such test, multiple use exists, the actual contributions
         percentage shall be reduced as provided in section 1.401(m)-2(c) of
         the regulations for all highly compensated employees in the Plan.

                 If the Plan Administrator determines that the limitations set
forth in this section (with or without restructuring) would be exceeded for the
Plan Year, then the Plan Administrator shall reduce to the Limitation
Percentage described in the foregoing table the percentage amount of Deferred
Contributions (or the total percentage amount of Employer matching
contributions) of each

                                     IV-14
<PAGE>
eligible Highly Compensated Employee whose Deferred Contribution percentage is
more than the Limitation Percentage (or whose Employer matching contribution
percentage gives rise to a percentage in excess of the Limitation Percentage).
The Plan Administrator shall have the authority to establish a lower Limitation
Percentage if, in the discretion of the Plan Administrator, this would be
beneficial to the Plan by ensuring compliance with the safe-harbor provisions
of Sections 401(k)(3)(A) and 401(m)(2) of the Code.  The reduced percentage for
each such Highly Compensated Employee shall be substituted for his actual
elected percentage and shall represent the percentage of his Compensation that
shall be paid into the Plan on his behalf.  The amount of any reduction which
is necessary shall be included in the Participant's regular paycheck.

                 Notwithstanding the foregoing, in the event the Actual
Contribution Percentage is not satisfied at year-end, the Plan Administrator
(on or before the 15th day of the third month following the end of the Plan
Year, but in no event later than the close of the following Plan Year) shall
direct the Trustee to distribute to the Highly Compensated Employee group (or
forfeit, if nonvested), beginning with the Highly Compensated Employee with the
highest Average Contribution Percentage, the amount of "Excess Deferred
Contributions", as described in Section 401(k)(8)(B) of the Code, and/or
"Excess Aggregate Contributions", as described in Section 401(m)(6)(B) of the
Code, as the case may be, and any income (or loss) allocable to such excess
contributions as provided below, until the applicable test set forth above is
met.

                 Excess Aggregate Contributions shall be distributed from the
Participant Deferred Contribution Account and the Participant's Employer
Contribution Account (unless otherwise forfeitable under the terms of the Plan,
in which event such amount shall be forfeited from the Employer Contribution
Account) in proportion to the Deferred Contributions and Employer

                                     IV-15
<PAGE>
Contributions allocated with respect to the Participant for the Plan Year.
Amounts of Employer Contributions forfeited by Highly Compensated Employees
under this Section 4.7 shall be treated as Annual Additions under Section 4.8
of the Plan and applied to reduce future Employer Contributions otherwise to be
made under the Plan.

                 The income (or loss) allocable to such excess contributions
shall equal the sum of the allocable gain (or loss) for the Plan Year and the
allocable gain (or loss) for the period between the end of the Plan Year and
the date of distribution (or forfeiture) as determined below.  Income includes
all earnings and appreciation, including such items as interest, dividends,
rent, royalties, gains from the sale of property, appreciation in the value of
stocks, bonds, annuity and life insurance contracts, and other property,
without regard to whether such appreciation has been realized.

                 (1)      The income (or loss) allocable to returnable
         contributions (or forfeitable Employer matching amounts) for the Plan
         Year is determined by multiplying the income (or loss) for the Plan
         Year allocable to Participant contributions and Employer matching
         contributions by a fraction, the numerator of which is the amount of
         returnable contributions (or forfeitable matching amounts) made on
         behalf of the Participant for the Plan Year and the denominator of
         which is the total account balance of the Participant attributable to
         Participant contributions and Employer matching contributions as of
         the end of the Plan Year, reduced by the gain allocable to such total
         amount for the Plan Year and increased by the loss allocable to such
         total amount for the Plan Year.

                 (2)      The allocable income (or loss) for the period between
         the end of the Plan Year and distribution date is equal to 10% of the
         income (or loss) allocable to returnable contributions (or forfeitable
         Employer matching amounts) for the Plan Year (as calculated

                                     IV-16
<PAGE>
         under subparagraph (1) (above) multiplied by the number of calendar
         months that have elapsed since the end of the Plan Year.  For purposes
         of determining the number of calendar months that have elapsed, a
         distribution occurring on or before the fifteenth day of the month
         will be treated as having been made on the last day of the preceding
         month, and a distribution occurring after such fifteenth day will be
         treated as having been made on the first day of the next month.

                 4.7      Notwithstanding anything contained herein to the
contrary, the total annual additions (as defined below) allocated to the
Accounts of a Participant for any Plan Year shall not exceed the lesser of (i)
$30,000, or, if greater,  1/4 of the dollar limitation in effect under Code
Section 415(b)(1)(A), or ((i) 25% of the Participant's Section 415 Compensation
(as defined below).  Annual additions means the sum of the following amounts
credited to a Participants Accounts for the limitation year:

                 (a)  employer contributions,

                 (b)  employee contributions,

                 (c)  forfeitures, and

                 (d)  amounts allocated, after March 31, 1984, to an individual
         medical account, as defined in section 415(1)(2) of the Code, which is
         part of a pension or annuity plan maintained by the employer.  Also
         amounts derived from contributions paid or accrued after December 31,
         1985, in taxable years ending after such date, which are attributable
         to post-retirement medical benefits, allocated to the separate account
         of a key employee, as defined in section 419A(d)(3) of the Code, under
         a welfare benefit fund, as defined in section 419(e) of the Code,
         maintained by the employer shall be treated as annual additional.

                                     IV-17
<PAGE>
                 Section 415 Compensation means wages, salaries, and fees for
professional services and other amounts received (without regard to whether or
not an amount is paid in cash) for personal services actually rendered by the
employee in the course of employment with the employer maintaining the plan to
the extent that the amounts are includable in gross income (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, reimbursements, and expense allowances), and excluding the
following:

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

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

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

                 (d)      other amounts which received special tax benefits, or
         contributions made by the employer (whether or not under a salary
         reduction agreement) towards the purchase of an annuity described in
         section 403(b) of the Internal Revenue Code (whether or not the
         amounts are actually excludable from the gross income of the
         employee).

                                     IV-18
<PAGE>
                 For purposes of applying these limitations, compensation for a
         limitation year is the compensation actually paid or includable in the
         employee's gross income during such limitation year.

                 If, as a result of the allocation of forfeitures, a reasonable
error in estimating a Participant's compensation, a reasonable error in
determining the amount of 401(k) contributions that may be made by a
Participant, or such other facts and circumstances as the Commissioner
approves, the annual additions exceed the applicable limitations set forth
above, the unmatched 401(k) contributions of the Participant (plus any income
thereon) shall first be returned to the extent necessary, then the Employer
contributions for the Plan Year beginning first with matching contributions
which cause the excess (and the income thereon) shall be placed in a suspense
account and used to reduce Employer contributions for that Participant for the
next Plan Year (and succeeding Plan Years, as necessary) if that Participant is
covered by the Plan as of the end of the Plan Year.  If the Participant is not
covered by the Plan as of the end of the Plan Year, the amount in the suspense
account shall be reallocated the next Plan Year to the remaining Participants
as additional Employer contributions, subject to the limits of this Section.

                 Notwithstanding the foregoing, contributions with respect to
any Participant may be further reduced to the extent necessary, as determined
by the Plan Administrator, to prevent disqualification of the Plan under
Section 415 of the Code, which imposes additional limitations on the benefits
payable to Participants who also may be participating in another tax-qualified
pension, profit-sharing, savings or stock bonus plan maintained by an
Affiliated Company.

                 If a Participant is at any time a participant in both a
defined benefit plan and a defined contribution plan maintained by an
Affiliated Company, the sum of the "defined benefit plan

                                     IV-19
<PAGE>
fraction" and the "defined contribution plan fraction" for any Plan Year may
not exceed 1.0 and, if necessary, the annual benefit of the defined benefit
plan will be reduced first so that the sum of the fractions will not exceed
1.0; in no event will the annual benefit be decreased below the amount of the
accrued benefit to date.  If additional reductions are required for the sum of
the fractions to equal 1.0, the reductions will then be made to the annual
additions (as defined in Section 415 of the Code) of the defined contribution
plans.  For the purposes of applying the foregoing limitations, all defined
benefit plans and all defined contribution plans, whether or not terminated, of
an Affiliated Company are to be treated as one defined benefit plan and one
defined contribution plan, respectively; however, if defined contribution plans
are combined (or the combined limit is exceeded) and the annual addition is
required to be reduced, the annual addition to such other defined contribution
plans shall be reduced first.

                 Further, the provisions of Section 415 of the Code that may
not be applied in more than one manner are hereby incorporated by reference and
shall control over any provision in the Plan in conflict therewith.

                                     IV-20
<PAGE>
                                   SECTION V

                          INVESTMENT OF CONTRIBUTIONS

                 5.1      For the purpose of investing contributions under this
Plan, the Company shall establish one or more trusts or enter into one or more
group annuity contracts with one or more insurers, or may establish a
combination of one or more trusts or insurance contracts.  The Plan
Administrator shall have the responsibility for selecting the investment funds
offered hereunder and may, from time-to-time, select substitute funds,
establish additional funds, or delete funds for the purpose of investing
amounts derived from contributions hereunder.  Until changed as provided above,
contributions to the Plan shall be invested in the Investment Funds on
Attachment A to the Plan.

                 The Plan Administrator shall obtain descriptions of the
investment choices available for the purpose of informing Participants with
respect thereto.  To the extent the Plan gives a Participant investment
discretion with respect to this Accounts, the selection of investment choices
is the sole responsibility of each Participant, and no Employee or
representative of the Company or any Participating Company is authorized to
make any recommendation to any Participant with respect to his investment
choices.  If elected by the Participants, 100% of the Plan's assets may be
invested in Company Stock.

                 5.2      Prior to the date the Employee becomes a Participant
hereunder, he must make an investment election which will apply to the
investment of all his Deferred Contributions.  If a Participant wishes to
utilize more than one Fund, he shall notify the Company in such manner
established by the Plan Administrator.

                                      V-1
<PAGE>
                 All Employer contributions made by a Participating Company on
behalf of a Participant shall be automatically invested 100% in the Company
Stock Fund; provided, however, a Participant may at any time thereafter
redirect the investment thereof into one or more of the other Investment Funds.

                 5.3      A Participant may change his investment election with
respect to his future Deferred Contributions to be made under the Plan as of
the next Valuation Date.  Such change shall be limited to the investment
choices described in Attachment A.  The Participant's election to change his
investment election may be made in any manner provided by the Plan
Administrator. Elections shall be processed as soon as reasonably practicable
after receipt.

                 5.4      The value of a Participant's Accounts which are held
in an Investment Fund that is a mutual fund shall be determined as of each
Valuation Date based on the published value of a unit in such mutual fund as of
the applicable Valuation Date.

                 5.5      The value of a Participant's Accounts which are held
in the Company Stock Fund maintained hereunder shall be determined as of each
Valuation Date and shall be based upon the reported price of the Company Stock
at the close of business on that day.  Any interfund transfers, withdrawals or
distributions from a Participant's Accounts which are held in the Company Stock
Fund shall be effected by deducting the appropriate number of shares of Company
Stock allocated to the Participant from the Company Stock Fund as of such
Valuation Date.  The value of such shares of Company Stock determined in
accordance with this section in the event of an interfund transfer, or the
amount to be paid to the Participant in the event of a cash distribution,
withdrawal or the purchase of an annuity shall be the value of the Company
Stock on the date the Participant's account was liquidated to effect such
transfer or withdrawal.  In the event of a

                                      V-2
<PAGE>
distribution in kind, the number of shares deducted shall be distributed, with
any fractional shares converted to cash at the value determined in accordance
with this section.

                 5.6      If not received in the form of an Employer matching
contribution, shares of Company Stock shall be purchased by the Trustee acting
independently as to when such purchases are made, the number of shares to be
purchased, the prices to be paid and if the Company elects not to sell Company
Stock to the Trustee at such time, the broker, if any, employed to effect the
purchases.  The Trustee shall vote the shares of Company Stock held in the
Company Stock Fund for the respective Accounts of the Participants under the
Plan in accordance with the directions of such Participants, provided such
directions are received by the Trustee at least five days before the date set
for the meeting at which such shares are to be voted.  The Trustee shall vote
shares of Company Stock for which it has not received timely instructions on a
particular matter, as well as any shares held by the Trustee pending allocation
to the Participant's Company Stock Accounts, in the Trustee's discretion.

                 5.7      A Participant may elect to transfer all or a portion
of the value of his Accounts from one Fund to another.  The Participant's
election to transfer must be made in accordance with procedures established by
the Plan Administrator.  Any such change shall be made operative as soon as
practicable after the date such election is received.

                 5.8      Each Participant (or, in the event of his death, his
Beneficiary) shall have the right, to the extent of the number of shares of
Company Stock allocated to his Accounts in the Company Stock Fund,
respectively, to instruct the Trustee in writing as to the manner in which to
respond to a tender offer or exchange offer with respect to such shares.  The
Plan Administrator shall use its best efforts timely to distribute or cause to
be distributed to each present or former Participant

                                      V-3
<PAGE>
(or Beneficiary thereof) such information as will be distributed to
stockholders of the Company in connection with any such tender offer or
exchange offer.  Upon timely receipt of such instructions, the Trustee shall
respond as instructed with respect to shares of such stock.  The instructions
received by the Trustee from Participants shall be held by the Trustee in
confidence and shall not be divulged or released to any person, including
officers or employees of the Company or any Affiliated Company.  If the Trustee
shall not receive timely instructions from a Participant (or Beneficiary
thereof) as to the manner in which to respond to such tender offer or exchange
offer, such Participant (or Beneficiary) shall be deemed to have instructed the
Trustee not to tender or exchange the Company Stock.

                                      V-4
<PAGE>
                                   SECTION VI

                                    VESTING

                 6.1      The Participant's interest in his Deferred
Contributions Account, Rollover Account and Participant Contributions Account
shall be 100% vested in him at all times.

                 6.2      The Participant's interest in his Employer
Contributions Account shall become 100% vested in him at the earliest of the
following dates:

                 (a)      The date of the Participant's death while employed by
          an Affiliated Company;

                 (b)      The date the Participant incurs a Total Disability
          while employed by an Affiliated Company;

                 (c)      The Participant's attainment of his Normal Retirement
          Age while employed by an Affiliated Company;

                 (d)      The date of the Participant's Retirement; or

                 (e)      The date of complete cessation of Employer
          contributions hereunder.

                 6.3      Prior to the date that the Participant's interest in
his Employer Contributions Account becomes fully vested in accordance with
Section 6.2, the Participant shall have a vested interest therein (subject to
Section 8.5) as determined in accordance with the following schedule:

                                      VI-1
<PAGE>
                            Number of Years                  Vested
                              of Service                   Percentage
                              ----------                   ----------
                     Less than 1 year                           0%
                     1 year but less than 2 years              20%
                     2 years but less than 3 years             40%
                     3 years but less than 4 years             60%
                     4 years but less than 5 years             80%
                     5 years or more                          100%

                 6.4      In the event a Participant ceases to be in the
Eligible Class but remains an Employee, the Participant shall have a vested
interest determined in his Employer Contributions Account as if the Participant
had remained an Employee in the Eligible Class.

                 6.5      No amendment to the vesting provisions or merger of
another plan into this Plan shall deprive a Participant of his nonforfeitable
right accrued under this Plan or any other plan to the date of any such
amendment or merger.

                 In the event of an amendment to the Plan or the merger of
another plan into this Plan which directly or indirectly affects the
computation of a Participant's nonforfeitable percentage under this Plan or
another plan, each Participant with at least three Years of Service may
irrevocably elect to have his nonforfeitable percentage computed under this
Plan without regard to such amendment or merger.

                 Such election may be made in writing to the Plan Administrator
any time after the adoption of any such amendment or merger, provided, however,
that the election period shall end no earlier than the latest of 60 days
following the date the amendment or merger is adopted or effective or the date
the Participant is given written notification of the amendment or merger by the
Company or Plan Administrator.

                                      VI-2
<PAGE>
                                  SECTION VII

                 WITHDRAWALS PRIOR TO TERMINATION OF EMPLOYMENT

                 7.1      Subject to the spousal consent requirements of
Section 7.5, a Participant who is an Employee may elect to withdraw an amount
equal to all or a specified portion of the value of (1) his Participant
Contributions Account, if any, and (2) provided he has previously withdrawn or
is currently withdrawing all of his Participant Contributions Account, his
Rollover Account, if any.

                 Each such withdrawal election must be made to the Company in
the manner established by the Plan Administrator and shall be processed as soon
as reasonably practicable.  The total amount to be so withdrawn shall be that
specified in such notice and shall be made pro rata from the various Funds in
which such Account is invested.  Amounts withdrawn from the Participant
Contributions Account shall be taken first from that portion of the Account
attributable to the Participant's pre-1987 contributions.  Withdrawals shall be
payable only in cash, with the exception that a withdrawal from the Company
Stock Fund may be paid in cash or in whole shares (to the extent possible) as
elected by the Participant.

                 7.2      Subject to the spousal consent requirements of
Section 7.5, a Participant who is an Employee and who has previously withdrawn
or is currently withdrawing the maximum amount available (if any) to such
Participant under Section 7.1 may request a hardship withdrawal from his
Employer Contributions Account of an amount equal to a specified portion of (1)
the vested amount of his Employer Contributions Account and (2) provided the
Participant has previously withdrawn or is requesting to withdraw the maximum
amount permitted above with respect to his Employer Contributions Account, his
Deferred Contribution Account (but not including amounts

                                     VII-1
<PAGE>
representing income which is credited to a Participant's Deferred Contributions
Account after December 31, 1988).

                 The Participant's request to make a hardship withdrawal must
be made in writing to the Plan Administrator.  The basis for the Plan
Administrator consenting to or refusing to consent to the Participant's
withdrawal request shall be that of demonstrated "hardship."  For purposes of
this Section 7.2 a "hardship" will exist only if there is an "immediate and
heavy financial need" of the Participant (as defined below) and a withdrawal
under this Section is necessary to satisfy such financial need.  A financial
need shall not fail to qualify as immediate and heavy merely because such need
was reasonably foreseeable or voluntarily incurred by the Participant.

                 A withdrawal request will be deemed to be made on account of
an "immediate and heavy financial need" of the Participant if the request is on
account of:

                 (1)      Expenses for medical care described in Section 213(d)
         of the Code incurred by the Participant, the Participant's spouse, or
         any dependents of the Participant (as defined in Section 152 of the
         Code) or necessary for such persons to obtain such medical care;

                 (2)      Purchase (excluding mortgage payments) of a principal
         residence for the Participant;

                 (3)      Payment of tuition, room and board expenses and
         related educational fees for the next 12 months of post-secondary
         education for the Participant, his spouse, children, or dependents;

                 (4)      The need to prevent the eviction of the Participant
         from his principal residence or foreclosure on the mortgage of the
         Participant's principal residence; or

                                     VII-2
<PAGE>
                 (5)      Other "safe-harbor" definitions of deemed immediate
         and heavy financial needs with respect to 401(k) contributions
         promulgated by the Commissioner of Internal Revenue through the
         publication of revenue rulings, notices, and other documents of
         general applicability.

                 Moreover, a withdrawal will not be treated as necessary to
satisfy an immediate and heavy financial need of a Participant unless all of
the following requirements are satisfied:

                 (1)      The Participant states in writing that the requested
         withdrawal is not in excess of the amount of the immediate and heavy
         financial need of the Participant;

                 (2)      If a withdrawal is to be made from the Participant's
         Deferred Contributions Account, the Participant has obtained all
         distributions, other than 401(k) hardship distributions, and all
         nontaxable loans concurrently available under all plans maintained by
         the Affiliated Companies;

                 (3)      If a withdrawal is to be made from the Participant's
         Deferred Contributions Account, the Participant's contributions under
         the Plan and all other plans of the employers (other than welfare
         benefit plans) will be suspended for 12 months after receipt of the
         hardship withdrawal and  the Participant may not elect Deferred
         Contributions for the Participant's taxable year immediately following
         the taxable year of the hardship withdrawal in excess of the
         applicable limit under Section 402(g) of the Code for such taxable
         year less the amount of such Participant's Deferred Contributions for
         the taxable year of the hardship withdrawal; and

                 (4)      If a withdrawal is to be made from the Participant's
         Employer Contribution Account, but not his Deferred Contributions
         Account, the Participant's contributions to the

                                     VII-3
<PAGE>
         Plan will be suspended for a period of six months, unless the
         Participant's aggregate period of participation in the Plan at the
         time of such withdrawal equals or exceeds 60 months.

                 Each such withdrawal shall be processed as soon as reasonably
practicable and shall be given effect as of the applicable Valuation Date.  The
total amount to be so withdrawn shall be that specified in such written notice
(which, with respect to a hardship withdrawal, may include any amounts
necessary to pay any taxes or penalties reasonably anticipated to result from
the withdrawal) and such withdrawal shall be made pro rata from the respective
investment Funds in which such Account is invested.  Withdrawals shall be
payable only in cash, with the exception that a withdrawal from the Company
Stock Fund may be paid in cash or in whole shares (to the extent possible), as
elected by the Participant.

                 7.3      Subject to the spousal consent requirements of
Section 7.5, a Participant who is an Employee and age 59-1/2 or older may elect
to withdraw an amount equal to all or a specified portion of his vested
Accounts.  Any such withdrawal shall be taken from his Accounts in the
following order:  Participant Contributions Account, Rollover Account, Deferred
Contributions Account and last, the Employer Contributions Account; however,
unless the Participant's aggregate period of participation in the Plan (and
SFER Plan) at the time of any withdrawal from the Employer Contributions
Account equals or exceeds 60 months, the Participant's contributions to the
Plan will be suspended for a period of six months.

                 Each such withdrawal shall be processed as soon as reasonably
practicable and shall be given effect as of the applicable Valuation Date.  The
total amount to be so withdrawn shall be that specified in such notice and such
withdrawal shall be made pro rata from the respective investment Funds in which
such Account is invested.  If the value of an Account, as of the actual

                                     VII-4
<PAGE>
date of withdrawal, is lower than the value upon which the Participant shall
have based his withdrawal election, the total amount to be so withdrawn shall
be limited to the value of the Participant's vested interest in such Account as
of the date of such withdrawal.  Withdrawals shall be payable only in cash,
with the exception that a withdrawal from the Company Stock Fund may be paid in
cash or in whole shares (to the extent possible), as elected by the
Participant.

                 7.4      Amounts withdrawn by a Participant may not be
returned to this Plan.  If a Participant has an outstanding Plan loan pursuant
to Section XIV, no withdrawal shall be permitted which would reduce the
Participant's vested interest in his Accounts that are security for such loan
below the outstanding principal balance of the loan plus any interest to be
accrued with respect to such loan.

                 7.5      If the Participant is married as of the date of any
withdrawal, no withdrawal shall be permitted unless the Participant's spouse
consents to such distribution as provided in Section 8.4.

                                     VII-5
<PAGE>
                                  SECTION VIII

                      DISTRIBUTIONS OTHER THAN WITHDRAWALS

                 8.1      Upon the Participant's separation from service
(within the meaning of Section 401(k) of the Code), other than by death, the
Participant shall receive a distribution of the vested value of his Accounts on
or as soon as reasonably practical following the later of his termination date
or Normal Retirement Date.  Payment of the Participant's benefits shall be
effected by purchasing an annuity contract with the Participant's vested
Account balances, which provides for a straight life annuity, if the
Participant is not married, or a Qualified Joint and Survivor Annuity, if the
Participant is married, from an insurance company selected by the Plan
Administrator, unless the Participant elects, as provided below, to receive his
Accounts in one of the optional forms of payment.  Any annuity contract
distributed pursuant to the Plan shall be nontransferrable.

                 The optional forms of payment available under the Plan are:

                 Option 1:        Life Annuity -- a level monthly benefit
         payable to the Participant for his lifetime.

                 Option 2:        Joint and Survivor Annuity -- a reduced level
         monthly benefit payable to the Participant for his lifetime and
         following the Participant's death, 50% (or, if elected by the
         Participant 75% or 100%) of such reduced monthly benefit payable to
         his designated contingent annuitant, if then living, for his lifetime.

                 Option 3:        Certain and Continuous Annuity -- a reduced
         level monthly benefit payable to the Participant for his lifetime,
         combined with a period certain of 5, 10 or 15 years (as selected by
         the Participant); if the Participant dies prior to the end of the
         designated

                                     VIII-1
<PAGE>
         period certain, such reduced monthly benefits shall continue to be
         paid to the Participant's Beneficiary for the balance of such period
         certain.

                 Option 4:        Period Certain Installment -- a reduced level
         monthly benefit paid to the Participant for a period certain of either
         5, 10 or 15 years (as selected by the Participant) with payments
         stopping at the end of the designated period certain; if the
         Participant dies prior to the end of the designated period certain,
         such reduced monthly benefits shall continue to be paid to the
         Participant's Beneficiary for the balance of such period certain.

                 Option 5:        Installment Refund Annuity -- a reduced level
         monthly benefit payable to the Participant for his lifetime and in the
         event of the death of the Participant prior to the receipt of an
         amount equal to the net premium paid for such annuity contract, the
         excess of the net premium over the amount received as of the
         Participant's date of death will be paid to the Participant's
         Beneficiary in a lump sum.

                 Option 6:        Lump Sum -- all of the Participant's vested
         Account balances paid in a single lump sum payment in cash; however,
         an Account invested in the Company Stock Fund can be paid all in stock
         or part in stock (whole shares only) and part in cash at the election
         of the Participant.

                 Option 7:        Combination -- a combination of Option 6 and
         any one of Options 1 through 5.

The Plan Administrator shall furnish the Participants with general information
concerning the forms of payments available within a reasonable period prior to
their Annuity Starting Date.  All optional annuity forms shall be the actuarial
equivalent of the single life annuity for the Participant.

                                     VIII-2
<PAGE>
                 Upon the termination of his employment with all Affiliated
Companies prior to his Normal Retirement Date, a Participant may elect (subject
to Section 8.4 if married) in writing to receive a distribution of the vested
value of his Accounts in the automatic form or in any one of the optional
methods described above beginning as soon as reasonably practicable after a
specified Valuation Date preceding his Normal Retirement Date.  Further, a
Participant who ceases to be an Employee may elect in writing to defer the
commencement of his benefits to any Valuation Date that is on or after his
Normal Retirement Date and before the April 1 following the calendar year in
which he reaches 70-1/2.

                 Notwithstanding the foregoing provisions of this Section 8.1
to the contrary however, if upon termination of employment with all Affiliated
Companies the vested value of the Participant's Accounts does not (and at the
time of any prior withdrawal did not) exceed $3,500, the payment of the
Participant's vested benefits shall be made automatically in a single lump sum
payment in cash and Company Stock to the extent then invested in the Company
Stock Fund under the Plan as soon as reasonably practicable following the date
of his termination of employment.

                 Unless the Participant elects otherwise, all distributions
shall be made or begin not later than the 60th day after the latest of the
close of the Plan Year in which (a) the Participant attains his Normal
Retirement Age, (b) occurs the 10th anniversary of the year in which the
Participant began participation in the Plan and (c) the Participant terminates
his employment with all Affiliated Companies.

                 Further, all distributions shall be made or commence by the
April 1 following the calendar year in which the Participant reaches age
70-1/2, regardless of whether the Participant has then terminated employment.
Such benefit shall be paid with respect to a terminated Participant in

                                     VIII-3
<PAGE>
the applicable automatic annuity form described in Section 7.1, unless an
optional form is elected.  With respect to a Participant who has not then
terminated employment, such required distribution shall be a single payment
based on the Participant's ending Account balances for the applicable
distribution year (as determined under Section 401(a)(9) of the Code) based on
his life expectancy (without a redetermination), less any withdrawals for such
year.

                 The provisions of Section 401(a)(9) of the Code, including
Reg. Section 1.401(a)(9)-2, are hereby incorporated by reference and shall
control over any Plan provision in conflict therewith.

                 8.2      The Plan Administrator shall furnish the following
information to the Participant within a reasonable period prior to the Annuity
Starting Date:

                 (a)      a description or explanation, written in
         non-technical language, of the terms and conditions of the Qualified
         Joint and Survivor Annuity as well as the straight life annuity if not
         married,

                 (b)      the Participant's right to make, and the effect of,
         an election to waive the automatic form of payment,

                 (c)      the rights of the Participant's spouse concerning the
         consent to any such election, and

                 (d)      the right to make, and the effect of a revocation of
         an election not to receive the automatic form.

                 8.3      If a Participant fails to make an election during the
election period, such Participant shall be deemed to have elected the Qualified
Joint and Survivor Annuity if he is married or the straight life annuity if he
is not married.  The election period shall be the period of not more

                                     VIII-4
<PAGE>
than 90 days and not less than 30 days prior to the Participant's Annuity
Starting Date.  A Participant may revoke and remake his election any number of
times during the election period.

                 8.4      No election to waive the Qualified Joint and Survivor
Annuity made by a married Participant, other than an election of Option 2 with
his spouse as his contingent annuitant, shall be effective unless the
Participant's spouse consents in writing to such election, such election
designates a beneficiary (or a form of benefits) which may not be changed
without a new spousal consent and the spouse's consent acknowledges the effect
of such election on the spouse's right to benefits under the Plan and is
witnessed by a Plan representative or a notary public.  The spousal consent
requirement shall not apply if it is established to the satisfaction of the
Plan Administrator that there is no spouse, the spouse cannot be located or due
to such other circumstances as may be permitted by Treasury regulations.

                 8.5      If the Participant's employment with all Affiliated
Companies is terminated prior to his being 100% vested in his Employer
Contributions Account, then that nonvested portion of his Employer
Contributions Account shall be forfeited as of the earlier of the date the
Participant receives a total distribution of his vested interest or the
Valuation Date coincident with or next following the date the Participant
incurs five consecutive Breaks in Service; however, if a Participant who incurs
a forfeiture again becomes an Employee prior to incurring five consecutive
Breaks in Service, he may reinstate the earlier forfeited amount (unadjusted
for any subsequent Trust earnings or losses) by repaying to the Plan in cash an
amount equal to the distribution prior to the earlier of incurring five
consecutive Breaks in Service or the fifth anniversary of the date he again
becomes an Employee.  Any reinstated forfeited amounts shall be taken from
current forfeitures or special

                                     VIII-5
<PAGE>
Employer contributions.  Any amounts forfeited by Participants shall be used to
offset future Employer contributions under this Plan except as otherwise
provided in Section 12.3 hereof.

                 If either a distribution is made to a terminated Participant
from his Employer Contribution Account when he is less than 100% vested therein
and he is reemployed prior to incurring five consecutive Breaks in Service or a
withdrawal is made from the Employer Contribution Account pursuant to Section
7.2 or 7.3 by a Participant who is not 100% vested therein, the vested portion
of his Employer Contribution Account shall thereafter, until such time as he
may become 100% vested, be an amount ("X") determined by the formula:  X = P
(AB + D) - D.  For purposes of applying the formula:  P is the vested
percentage at the relevant time; AB is the account balance at the relevant
time; and D is the amount of the distribution or withdrawal.

                 8.6      In addition to the foregoing distributions, all
Accounts of an affected Participant shall be distributed to him as soon as
administratively feasible after the disposition (1) of substantially all of the
assets (within the meaning of Code Section 409(d)(2) used by the Company or
Employer in the trade or business in which the Participant is employed if the
Participant continues employment with the corporation acquiring such assets, or
(2) of the Company's or an Employer's interest in a subsidiary (within the
meaning of Code Section 409(d)(3)) which employs the Participant if the
Participant continues employment with such subsidiary.  However, an event shall
not be treated as described in (1) or (2) above unless the transferor
corporation continues to maintain the Plan after the disposition.

                 Further, all Accounts shall be distributed upon a termination
of the Plan without a "successor plan" as defined in Section 401(k) of the Code
and regulations thereunder.

                                     VIII-6
<PAGE>
                 8.7      Direct Rollover Distributions.  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 plan 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.

                 Eligible rollover distribution:  An eligible rollover
distribution is any distribution of all or any portion of the balance to the
credit of the distributee, except that an eligible rollover distribution does
not include: any distribution that is one of a series of substantially equal
periodic payments (not less frequently than annually) made for the life (or
life expectancy) of the distributee or the joint lives (or joint life
expectancies) of the distributee and the distributee's designated beneficiary,
or for a specified period of ten years or more; any distribution to the extent
such distribution is required under section 401(a)(9) of the Code; and the
portion of any distribution that is not includible in gross income (determined
without regard to the exclusion for net unrealized appreciation with respect to
employer securities).

                 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.

                 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

                                     VIII-7
<PAGE>
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.

                 Direct rollover:  A direct rollover is a payment by the plan
to the eligible retirement plan specified by the distributee.

                 8.8      30-Day Waiver.  If a distribution is one to which
sections 401(a)(11) and 417 of the Internal Revenue Code do not apply, such
distribution may commence less than 30 days after the notice required under
section 1.411(a)-11(c) of the Income Tax Regulations is given, provided that:

                 (1)      the 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.

                                     VIII-8
<PAGE>
                                   SECTION IX

               DEATH BENEFITS, BENEFICIARIES, UNCLAIMED BENEFITS

                 9.1      Upon the death of a vested Participant prior to his
Annuity Starting Date, a deceased Participant's vested Account balances shall
be applied to the purchase of a single life annuity contract for his
Beneficiary from an insurance company selected by the Plan Administrator unless
the Beneficiary elects one of the optional forms (other than the Qualified
Joint and Survivor Annuity) provided in Section 8.1.  However, the
Participant's entire vested interest under the Plan must be distributed to his
Beneficiary within five years of his date of death unless his Beneficiary is
his spouse, in which event such spouse may elect to receive such death benefit
over her life (or a period not extending beyond the spouse's life expectancy)
with the benefits commencing as of any date specified by the spouse but not
later than the date on which the Participant would have reached age 70-1/2 had
he lived.  And, if the Beneficiary is the Participant's estate (or a nonperson
such as a trust), the form of distribution shall be a single lump sum payment
and not the purchase of a single life annuity contract.

                 9.2      Except as provided below, the Participant shall have
the unrestricted right to designate the Beneficiary to receive the death
benefits to which he is entitled under the Plan and to change any such
designation.  Each such designation for death benefits shall be evidenced by a
written instrument filed with the Plan Administrator and signed by the
Participant.  However, if a Participant is married and wishes to designate a
Beneficiary other than his spouse, he must submit his spouse's written consent,
executed and witnessed by a Plan representative or a notary public, which
consent must acknowledge the affect of the consent on the spouse's right to
benefits under the Plan and be specific as to the form of payment elected and
the other Beneficiary designated, if

                                      IX-1
<PAGE>
applicable.  No change (other than a revocation) in such election may be made
by a married Participant without obtaining a new spousal consent as provided
below.  If no such designation is on file with the Plan Administrator at the
time of the death of the Participant, or if for any reason such designation is
defective, then the Participant's spouse, if living, his children, if living,
or his estate, in that order of preference, shall be conclusively deemed to be
the Beneficiary designated to receive such benefit.  A Participant's marriage
or divorce subsequent to making a written beneficiary designation shall
automatically revoke such prior designation.

                 The Plan Administrator shall provide each Participant, within
the applicable period for such Participant (as defined below), a written
explanation of the qualified preretirement survivor annuity provided in Section
9.1 above in such terms and in such a manner as would be comparable to the
explanation provided for meeting the requirements of Section 8.2 applicable to
a Qualified Joint and Survivor Annuity.  The applicable period for a
Participant is whichever of the following periods ends last: (i) the period
beginning with the first day of the plan year in which the Participant attains
age 32 and ending with the close of the Plan Year preceding the Plan Year in
which the Participant attains age 35; or (ii) a reasonable period ending after
the individual becomes a Participant.  Notwithstanding the foregoing, notice
must be provided within a reasonable period ending after separation of service
in case of a Participant who separates from service before attaining age 35.

                 Notwithstanding anything above in this Section 9.2 to the
contrary, a designation of a beneficiary other than the Participant's spouse by
a Participant who has not attained age 35 will not be valid unless the
Participant receives a written explanation of the qualified preretirement
survivor annuity provided by Section 9.1 in such terms as are comparable to the
explanation required

                                      IX-2
<PAGE>
under Section 8.2.  Further, the qualified preretirement survivor annuity
coverage of Section 9.1 will be automatically reinstated, i.e., the
Participant's spouse will automatically again become his sole beneficiary
entitled to the annuity provided in Section 9.1, as of the first day of the
Plan Year in which the Participant attains age 35 unless a new beneficiary
designation is filed by the Participant on or after such date, which new
designation complies in full with the above requirements of this Section 9.2
concerning spousal consent.

                 9.3      If benefits remain to be paid at a time when the Plan
Administrator is unable to locate the Participant or his Beneficiary, the Plan
Administrator shall cause the Participant's benefits to be forfeited.  However,
such benefit shall be reinstated if a subsequent claim is made for the same.

                 9.4      Notwithstanding the foregoing provisions of this
Section IX, if, upon the death of a Participant prior to his Annuity Starting
Date, the vested value of his Accounts does not exceed $3,500, the payment of
the Participant's benefits shall be made to his Beneficiary in a single lump
sum in cash and Company Stock to the extent then invested in the same under the
Plan as soon as reasonably practicable after the monthly Valuation Date on or
next following the date of the Participant's death.

                 9.5      Upon the death of a Participant on or after his
Annuity Starting Date, the death benefit payable under the Plan, if any, shall
be determined by the form (and the terms) of benefit payment elected by the
Participant, with the remaining portion, if any, distributed as rapidly as
under the method of distribution in effect on his date of death.

                                      IX-3
<PAGE>
                                   SECTION X

                                 ADMINISTRATION

                 10.1     The Plan shall be administered by the Plan
Administrator which shall also be the Named Fiduciary.  The Plan Administrator
may delegate from time to time ministerial duties to employees of the
Participating Companies and, further, may delegate its fiduciary duties among
the members of the Plan Administrator.  From time to time, the Chairman of the
Plan Administrator shall certify to the Trustee, the person or persons
designated by the Plan Administrator to give notifications, instructions or
advice to the Trustee.  The Plan Administrator shall be entitled to rely upon
certificates of or communications from a Participating Company or from the
Trustee as to information pertinent to any calculation or determination under
the Plan.  The Plan Administrator shall furnish to the Pension Committee of the
Board upon request appropriate reports with respect to the administration and
operation of the Plan and its trust.

                 10.2     Administrative Powers.  The Plan Administrator shall
have full power and authority, within the limits provided by the Plan:

                 (a)      To determine all questions arising concerning the
         construction and interpretation of the Plan and in its administration,
         including, but not by way of limitation, the determination of the
         rights or eligibility under the Plan of Employees and Participants and
         their Beneficiaries;

                 (b)      To adopt such rules and regulations as it may deem
         reasonably necessary for the proper and efficient administration of
         the Plan consistent with its purposes;

                 (c)      To enforce the Plan, in accordance with its terms; and

                                      X-1
<PAGE>
                 (d)      To do all other acts, in its judgment necessary or
         desirable, for the proper and advantageous administration of the Plan.

                 The Plan Administrator shall act with or without a meeting by
the vote or concurrence of a majority of its members; but no member of the Plan
Administrator who is a Participant shall take part in any Plan Administrator
action or any matter that has particular reference to his own interest
hereunder.  The Plan Administrator shall administer this Plan and discharge its
responsibilities hereunder in a uniform and nondiscriminatory manner as to all
Participants.

                 10.3     Information to be Provided to Participants and
Others.  The Plan Administrator shall see that books of account are kept which
shall show all receipts and disbursements and a complete record of the
operation of the Plan, including records of the accounts of individual
Participants.  At least once in each year, the Plan Administrator shall cause
to be furnished to each Participant a statement indicating on the basis of the
latest available information the status of the Participant's Account.

                 10.4     The Plan Administrator will direct the Trustee to
make investments pursuant to Section V hereof.

                 10.5     In any case where the provisions of this Plan require
the consent or approval by the Plan Administrator of an election or request
made by an Employee, Participant or Beneficiary in order to make such election
or request effective, the Plan Administrator shall act on such election or
request as promptly as shall be reasonable in the circumstances.  In any case
where action by the Trustee is necessary in order to make operative an
effective election or request made by a Participant or Beneficiary, it shall be
the responsibility of the Plan Administrator to transmit such election or
request to the Trustee in writing and as promptly as shall be reasonable in the
circumstances.  The

                                      X-2
<PAGE>
Trustee shall not be obliged to take action with respect to any particular
election or request unless the Trustee shall have received the election or
request in such form and detail as shall reasonably be required by the Trustee.

                 10.6     Employment of Advisors and Staff.  The Plan
Administrator may employ accountants, legal counsel, consultants, and any other
persons or organizations it deems necessary or proper to assist it in the
performance of its duties under the Plan.

                 10.7     Fiduciary Duties.  The Plan Administrator shall
discharge its duties solely in the interest of the Participants and
Beneficiaries and for the exclusive purpose of providing benefits to
Participants and their Beneficiaries.  They shall discharge their duties with
the care, skill, prudence and diligence under the circumstances then prevailing
that a prudent man acting in a like capacity and familiar with such matters
would use in the conduct of an enterprise of a like character and with the like
aims.

                 10.8     Indemnification.  Except as provided by law, the
Participating Companies, their directors, officers, employees and agents and
the Plan Administrator, or any of them, shall not incur any personal liability
for the breach of any responsibility, obligation or duty in connection with any
act done or omitted to be done in good faith in the management and
administration of the Plan and the investment and handling of the accounts and
shall be indemnified and held harmless by the Participating Companies from and
against any such personal liability including all expenses reasonably incurred
in its or their defense in case the Participating Companies fail to provide
such defense.

                                      X-3
<PAGE>
                                   SECTION XI

                       PROVISIONS RESPECTING THE COMPANY

                 11.1     Amendment of Plan.  This Plan may be amended at any
time and from time to time by the Chief Executive Officer of the Company or
resolution of the Board of Directors of the Company; however, the Chief
Executive Officer of the Company may not amend the Plan in any manner which
would increase the level of Participating Company contributions.  The Plan, as
amended, shall apply to the Participants and Participating Companies, unless a
Participating Company elects to withdraw from the Plan.  Such power of
amendment shall under no circumstances include the right to reinvest or
otherwise transfer any interest in or to the accounts, or any income therefrom,
to any Participating Company; nor shall the power of amendment include the
right, in any way or to any extent, to divest any Participant of the interest
in his Accounts to which he would be entitled if he had terminated his service
immediately before such amendment, eliminate any "protected benefit" except as
otherwise permitted by Treasury Regulations or impose any Employer or Plan
Administrator consent on the exercise of a Participant's elections under the
Plan other than as permitted by Treasury Regulations; provided further that the
rights, duties or responsibilities of the Trustee shall not be substantially
changed without its written consent.  Neither shall such power of amendment be
exercised in any way which would or could give to any Participant or
Beneficiary any right or thing of exchangeable value in advance of the receipt
of distributions hereunder.  There shall be no merger or consolidation of part
or all of the Plan with, or any transfer of part or all of its assets or
liabilities to, any other plan or trust ("Other Plan") unless, pursuant to the
terms of such merger, consolidation or transfer, each Participant and
Beneficiary in the Plan whose interests are so merged, consolidated or
transferred into, with, or to the Other Plan would (if the Other Plan were

                                      XI-1
<PAGE>
then terminated) receive a benefit immediately after such merger, consolidation
or transfer which would be equal to or greater than the benefit he would have
been entitled to receive immediately before such merger, consolidation or
transfer (if the Plan were then terminated).  Notwithstanding the foregoing
provisions of this Section, this Plan may be amended in any manner whatsoever,
with prospective or retroactive effect, for the purpose of qualifying it under,
or complying with, any provision of the Code or ERISA.

                 11.2     California Law to Govern.  This Plan shall be
construed and regulated and its validity and effect and the rights hereunder of
all parties interested shall at all times be determined, and this Plan shall be
administered, in accordance with the laws of the State of California, subject,
however, to applicable provisions of any federal law.

                 11.3     Intent.  The Participating Companies intend that this
Plan, as amended from time to time, shall constitute a qualified plan under the
provisions of Sections 401(a), (k) and (m) of the Code.  The Participating
Companies intend that this Plan shall continue to be maintained by them for the
above purposes indefinitely, subject, however, to the rights reserved to amend
and terminate the Plan as set forth herein.  Nothing contained in this Plan
shall be construed as disqualifying any Employee of any Participating Company
from any benefits under any other plan or program to which such Employee would
be entitled in the absence of this Plan.

                                      XI-2
<PAGE>
                                  SECTION XII

                              TERMINATION OF PLAN

                 12.1     This Plan may be terminated as to all Participating
Companies on any date specified by the Company upon 10 days' advance written
notice of the termination to the Plan Administrator and the Participating
Companies.  This Plan shall be terminated at any time as to any particular
Participating Company, for the following reasons:

                 (a)      The Participating Company voluntarily terminates this
          Plan;

                 (b)      The final and total discontinuance of Participating
          Company contributions hereunder;

                 (c)      The legal dissolution, merger, consolidation or
          reorganization of the Participating Company; or

                 (d)      The date that Participating Company ceases to qualify
          as an Affiliated Company.

                 Notwithstanding the foregoing, if any of the events described
above should occur but some or all of the Participants employed by a
Participating Company are transferred to another Participating Company
coincident with or immediately after the occurrence of such event, the Plan as
applied to those Participants will automatically continue in effect without a
termination thereof.

                 12.2     Except as provided for in Section XI hereof, each
Participant and the Beneficiary of each deceased Participant shall be vested
with all rights to any funds in his Accounts as of the date of such Plan
termination.

                 12.3     Any forfeitures which shall have occurred in
accordance with Section 9.3 hereof prior to the termination of this Plan but
which shall not have been applied to reduce Employer

                                     XII-1
<PAGE>
contributions hereunder shall be distributed pro rata to those Participants who
were Employees of the Participating Company or Companies on the effective date
of the termination of this Plan.

                 12.4     In the event of a partial termination of this Plan,
the provisions of this Section XII shall apply to each Participant affected by
the partial termination.

                                     XII-2
<PAGE>
                                  SECTION XIII

                            MISCELLANEOUS PROVISIONS

                 13.1     This Plan is created for the exclusive benefit of
Employees of the Participating Companies and their Beneficiaries.  If any
provision of this Plan is subject to more than one interpretation, then among
those interpretations which are possible, that one shall always be given to
this Plan and each and every one of its provisions which will be consistent
with this Plan being a qualified plan within the meaning of Section 401 of the
Code, and ERISA, or as they may be amended or replaced by any sections of the
federal law of like intent and purpose.

                 13.2     Except as provided by the terms of Section XI hereof,
no funds contributed hereunder or any assets of this Plan shall ever revert to,
or be used or enjoyed by, any Participating Company or any successor of any
Participating Company, nor shall any such funds or assets ever be used other
than for the benefit of the Participants or the Beneficiaries of such
Participants.

                 13.3     Any Affiliated Company may, with the consent of the
Chief Executive Officer of the Company, become a Participating Company in the
Plan by filing a duly certified copy of the resolution of its Board of
Directors adopting the Plan and executing and delivering such instruments and
taking such other action as may be necessary to put the Plan into effect with
respect to such Affiliated Company.

                 13.4     No right or interest of any Participant of the Plan
shall be assignable or transferable in whole or in part, either directly or by
operation of law or otherwise, including, but in no way limited to, execution,
levy, garnishment, attachment, pledge or bankruptcy, and no right or interest
of any Participant in the Plan shall be liable for or subject to any obligation
or liability of such Participant, including claims for alimony or the support
of any Participant's spouse.

                                     XIII-1
<PAGE>
                 Notwithstanding any other provisions of this Plan, an
alternate payee under a qualified domestic relations order as determined in
accordance with Section 206 of ERISA shall be entitled, within 180 days from
the date the alternate payee receives written notification that the Company has
made such a determination, to elect to receive any benefits to which the
alternate payee is entitled payable in accordance with the distribution
provisions set forth in Section VIII of this Plan in full satisfaction of any
liability of the Plan to such person.  Payment of the benefits from the
Alternate Payee's account shall be made or shall commence to be made as
established by court order  which may provide for payment prior to the
Participant's attainment of his "earliest retirement age", or if not so
specified, as of the Valuation Date coincident with or next following the
Participant's Normal Retirement Date or actual retirement date, whichever is
later.  An alternate payee may make investment elections pursuant to Section V
of the Plan but may make withdrawals pursuant to Section VII of the Plan.

                 13.5     Any person claiming entitlement to benefits in an
amount other than that received shall have the right after review and denial,
in whole or in part, of such claim by the Director -- Administration to a
review of such denial by the Plan Administrator.  Such review shall be
initiated by the written request therefor by such person filed with the Plan
Administrator within 60 days after receipt by the person of the denial by the
Vice President- Employee Relations.  The written request shall state the nature
of the claim, the facts in support thereof and the amount claimed, and may
include a demand for a personal hearing before the Plan Administrator as well
as for reasonable access to the pertinent data upon which denial of the claim
by the Vice President-Employee Relations was based, which demands shall not be
unreasonably denied.  The Plan Administrator shall conduct its review of the
claim within 60 days after receipt of the written request

                                     XIII-2
<PAGE>
of such person and furnish, within such time, to the claimant written notice of
its decision, including therein specific reasons and references to pertinent
Plan provisions upon which decision is based.

                 13.6     Copies of the Plan and any amendments thereto will be
on file at the principal office of each Employer where they may be examined by
any Participant or any other person entitled to benefits under the Plan.

                 13.7     If any person entitled to benefits under the Plan is
under a legal disability or, in the Plan Administrator's opinion, is
incapacitated in any way so as to be unable to manage his or her financial
affairs, the Plan Administrator may direct the payment of such benefits to such
person's legal representative or to a relative or friend of such person or such
person's benefit, or the Plan Administrator may direct the application of such
benefits for the benefit of such person in any manner which the Plan
Administrator may select that is permitted by federal law and is consistent
with the Plan.  Any payments made in accordance with the foregoing provisions
of this section shall be a full and complete discharge of any liability for
such payments.

                 13.8     None of the establishment of the Plan, any
modification thereof, the creation of any fund or account, or the payment of
any benefits shall be construed as giving to any Participant or other person
any legal or equitable right against the Employers, the Plan Administrator or
any Trustee except as provided herein. Under no circumstances shall the
maintenance of this Plan constitute a contract of employment or shall the terms
of employment of any Participant be modified or in any way affected hereby.
Accordingly, participation in the Plan will not give any Participant a right to
be retained in the employ of any Employer.  Neither the Plan Administrator nor
any Employer in any way guarantees any assets of the Plan from loss or
depreciation or any payment to

                                     XIII-3
<PAGE>
any person.  The liability of the Plan Administrator or any Employer as to any
payment or distribution of benefits under the Plan is limited to the available
assets of the trust fund.

                 13.9     In any action or proceeding regarding any Plan
assets, any Plan benefits or the administration of the Plan, employees or
former employees of the Employers, their beneficiaries and any other person
claiming to have an interest in the Plan shall not be necessary parties and
shall not be entitled to any notice of process.  Any final judgment which is
not appealed or appealable and which may be entered in any such action or
proceeding shall be binding and conclusive on the parties hereto and on all
persons having or claiming to have any interest in the Plan.  To the extent
permitted by law, if a legal action is begun against the Plan Administrator, an
Employer, or any Trustee by or on behalf of any person and such action results
adversely to such persons, or if a legal action arises because of conflicting
claims to a Participant's or other person's benefit, the cost to the Employers,
the Plan Administrator, or the Trustee of defending the action will be charged
to the sums, if any, which were involved in the action or were payable to the
Participant or the other person concerned.  Acceptance of participation in the
Plan shall constitute a release of the Company and the Plan Administrator, any
trustee and their agents from any and all liability and obligation not
involving willful misconduct or gross neglect to the extent permitted by
applicable law.  Notwithstanding any other provisions of the Plan, if the Plan
Administrator is required by a final court order to distribute the benefits of
a Participant other than in a manner required under the Plan, then the Plan
Administrator shall cause the Participant's benefits to be distributed in a
manner consistent with such final court order.  The Plan Administrator shall
not be required to comply with the requirements of a final court order in any
action in which the Plan Administrator, a Trustee, the Plan or the trust was
not a party.

                                     XIII-4
<PAGE>
                 13.10    If any provisions of the Plan shall be held illegal
or invalid for any reason, such illegality shall not affect the remaining
provisions of the Plan, and the Plan shall be construed and enforced as if such
illegal and invalid provisions had never been set forth in the Plan.

                 13.11    Top Heavy Rules.

                 (a)      If the Plan is or ever becomes "top-heavy" as
         determined under subsection (b), the following special rules shall
         apply.

                          (1)     If the Plan is top-heavy for a Plan Year,
                 each Participant who is an Employee on the last day of the
                 Plan Year shall receive an allocation of Employer
                 contributions and forfeitures equal to the product of

                                  a        the Participant's compensation
                          during the Plan Year, and

                                  b        the lesser of 3% or the ratio of
                          Employer contributions plus Deferred Contributions to
                          compensation with respect to the Key Employee (as
                          defined in subsection (c)) whose ratio is highest for
                          the year.

                 For purposes of this Section, including the determination of a
                 Participant's allocation of Employer contributions under
                 Section IV if this Section applies, compensation shall mean
                 the total amount of wages, tips and other compensation shown
                 on an Employee's Form W-2 for the Year, but not to exceed
                 $150,000, as adjusted by the Treasury from time to time.

                          An Employee shall not fail to receive an allocation
                 pursuant to this subsection because (i) he fails to elect to
                 make Deferred Contributions for the Plan Year, (2) receives
                 compensation less than a stated amount or (3) completes less
                 than 1,000 Hours of Service.

                                     XIII-5
<PAGE>
                          Notwithstanding any other provisions of the Plan, an
                 Employee shall not forfeit any allocations made pursuant to
                 this subsection because of a withdrawal of Deferred
                 Contributions.

                          If a Participant also participates in a defined
                 benefit plan maintained by the Employer or an Affiliated
                 Company which is top-heavy, the minimum allocation percentage
                 specified in this subsection shall be increased to 5% of
                 compensation.  This sentence shall not apply to the extent
                 that the Participant participates in any other plan or plans
                 of the Employer or an Affiliated Company which provide that
                 the defined benefit minimum allocation or benefit applicable
                 to top-heavy plans will be provided by such other plan or
                 plans.

                          (2)     All Employer-provided benefits shall become
                 fully vested upon completion of three Plan Years during which
                 the Participant completes 1,000 Hours of Service, and a person
                 who is not already a Participant shall become a Participant
                 upon the first day he meets all the eligibility requirements
                 of Section 3.1.

                 (b)      This Plan is "top heavy", if, as of the last day of
         the preceding Plan Year (the Determination Date) (or the initial Plan
         Year for its year of establishment), the amount credited to the
         Accounts of Key Employees (as defined in subsection (c)) exceeds 60%
         of the amount credited to the Accounts of all Participants (except
         former Key Employees).  Notwithstanding the foregoing, the Plan shall
         not be top heavy if, as of the Determination Date described above, it
         is included in either a "required aggregation group" or a "permissive
         aggregation group" which is not a "top heavy group."   A required
         aggregation group is each plan in which a Key Employee participates or
         which allows such plan to meet the

                                     XIII-6
<PAGE>
         requirements of Code Section 401(a)(4) or 410.  A permissive
         aggregation group is the required aggregation group of plans plus any
         other plan or plans of the Employer which, when considered as a group
         with the required aggregation group, would continue to satisfy the
         requirements of Code Section 401(a)(4) or 410.  For purposes of
         determining whether this Plan is top heavy, the aggregate
         distributions (without interest thereon) made under the Plan to a
         Participant during the 5-year period ending on the Determination Date
         shall be taken into account if the Participant's account or benefit is
         otherwise taken in account in determining whether the Plan is top
         heavy.  However, the accrued benefits of any Participants who have
         performed no services for the Affiliated Companies during the
         five-year test period shall be disregarded.

                          The accrued benefit of a nonkey employee shall be
         determined under the method that uniformly applies to all defined
         benefit plans of the employer or, if there is none, as if such benefit
         accrued not more rapidly than the slowest accrual rate permitted under
         the fractional rule of Code Section 411(b)(1)(C).

                 (c)      A Participant shall be a "Key Employee" if, during
         the Plan Year in question or any of the four preceding Plan Years, he
         is:

                          (1)     an officer of the Employer having annual
                 compensation greater than 50% of the Code Section 415(b)(1)(A)
                 limit for such Plan Year (but no more than fifty Employees or,
                 if less, the greater of three Employees or ten percent of all
                 Employees) shall be taken into account, as specified by the
                 Plan Administrator;

                                     XIII-7
<PAGE>
                          (2)     one of the ten Employees having compensation
                 in excess of the Code Section 415(c)(1)(A) limit for such Plan
                 Year and owning (or considered as owning within the meaning of
                 Section 318 of the Code) the largest interest in the Employer;

                          (3)     5% owner of the Employer; or

                          (4)     1% or more owner of the Employer having an
                 annual compensation from the Employer of more than $150,000.

         Each Employee who is not a Key Employee shall be a nonkey employee.

                 (d)      If, the Plan is top-heavy for a Plan Year, then for
         purposes of computing the maximum additions described in Section 4.8,
         the defined benefit plan fraction and the defined contribution plan
         fraction shall be computed by substituting the number 1.0 for the
         number 1.25.

                 The Employer may elect to disregard the preceding sentence if,
         as of the last day of the preceding Plan Year, the amount credited to
         the Accounts of Key Employees does not exceed 90% of the amount
         credited to the Accounts of all Participants (except former Key
         Employees).

                 If the Employer makes the election described in the preceding
         sentence, the minimum allocation percentage specified in subsection
         (a) shall be increased to 4% of compensation for all Participants and
         7 1/2% for Participants who also participate in a defined benefit plan
         maintained by the Employer or an Affiliated Company which is
         top-heavy.

                                     XIII-8
<PAGE>
                                  SECTION XIV

                                     LOANS

                 14.1     A Participant or beneficiary, who is a "party in
interest" as defined in ERISA Section 3(14), may borrow from the Plan, subject
to the following provisions of this Section XIV and to such additional
standards as the Plan Administrator may adopt, by making application to the
Plan Administrator.  A Participant seeking a loan hereunder must submit a
written application (hereinafter referred to as the "completed application")
which shall (i) specify the terms pursuant to which the loan is requested to be
made, including the requested effective date, (ii) authorize the repayment of
the loan through payroll deductions, if applicable, and (iii) provide such
information and documentation as the Plan Administrator shall require.  If the
Participant is married, his spouse must consent to such loan being secured by
the Participant's accrued benefit under the Plan as provided in this Section
XIV and such consent meets the requirements of Section 8.4.

                 14.2     Any loan to a Participant under this Section XIV
shall be subject to the following requirements:

                 (a)      The loan may not exceed the lesser of $50,000 or 50%
         of the value of the Participant's vested interest in his Accounts.
         The maximum loan amount of $50,000 otherwise available to a
         Participant is reduced by the excess, if any, of the highest
         outstanding balance of Plan loans to the Participant during the
         one-year period ending on the day before the loan is made over the
         outstanding balance of loans from the Plan on the date when the loan
         is made.

                 (b)      The loan must be at least $1,000.

                                     XIV-1
<PAGE>
                 (c)      The loan shall provide for a fixed rate of interest
         for the entire term of the loan.  The applicable interest rate for
         Plan loans shall be a reasonable rate equal to a commercially
         comparable rate as established by the Plan Administrator consistent
         with the provisions of Section 4975(d)(1) of the Code and other
         applicable legal requirements.

                 (d)      The loan shall be for a term not to exceed five years
         except as provided below.

                 (e)      Notwithstanding the five year limit in Section
         14.2(d), any loan used to acquire or construct any dwelling unit
         which, within a reasonable time, is to be used as the principal
         residence of the Participant may be for a term of up to 15 years.

                 (f)      The Plan Administrator shall establish standards in
         accordance with ERISA and the Code and such rules as it deems
         necessary which shall be uniformly applicable to all Participants
         similarly situated and shall govern the Plan Administrator's approval
         or disapproval of completed applications.  The terms for each loan
         shall be set solely in accordance with this Section and such standards
         adopted by the Plan Administrator in accordance with Section 14.4.
         Such standards may prescribe minimum repayment periods, a maximum and
         minimum loan amount (within the limitations specified above), and
         shall require spousal consent for loans to married Participants and
         other relevant factors.

                 (g)      The Plan Administrator shall establish rules
         concerning the frequency with which loans may be made under the Plan.
         Such rules, as changed from time to time, shall be applied in a
         uniform and nondiscriminatory manner and shall be communicated in
         writing to all eligible Participants.

                                     XIV-2
<PAGE>
                 14.3     (a)  Each loan shall be evidenced by a promissory
         note executed by the person and payable to the Trustee, due and
         payable in full not later than the earliest of:  (i) a fixed maturity
         date meeting the requirements of Section 14.2(d) above; (ii) the
         person's death; or (iii) the time which the person ceases to be a
         party in interest.

                 (b)      The promissory note shall provide for the payment of
         equal installments (by payroll periods not less frequently than
         monthly) of principal and interest on the unpaid balance of principal
         at the fixed annual rate set forth in Section 14.2(c) on the date the
         note is executed.  The note shall further provide, with respect to a
         person who is an Employee, that the payments shall be through payroll
         deductions.

                 (c)      The promissory note shall evidence such additional
         terms as are required by this Section 14.2 or by the Plan
         Administrator.

                 14.4     The Plan Administrator shall, in accordance with its
established standards, review and approve or disapprove a completed application
as soon as practicable after its receipt thereof, and shall promptly notify the
applying person of such approval or disapproval.

                 14.5     Loans shall be funded by exhausting Accounts or
portions thereof in the following order:

                 (a)      First, the Rollover Account;

                 (b)      Second, the SFP Plan Employer Contributions Account;

                 (c)      Third, the vested portion of the Employer
         Contributions Account;

                 (d)      Fourth, the Deferred Contributions Account; and

                 (e)      Fifth, the Participant Contributions Account.

                                     XIV-3
<PAGE>
                 14.6     Each loan shall be made only from the Accounts of the
borrowing Participant, shall be taken pro rata from the investment funds in
which such Accounts are invested, and shall be treated as a separate investment
of, and shall be allocated solely to, the Participant's Accounts from which the
Participant's loan was funded.

                 14.7     A person may elect to prepay the entire balance of
the loan at any time.  A person may request a subsequent loan after full
repayment of a prior loan, subject to the maximum loan amount set forth in
Section 14.2(a) hereof.  No partial prepayments will be permitted.  All loan
repayments shall be transmitted by the Company or Participating Company to the
Trustee as soon as practicable after such amounts are withheld or received.

                 14.8     Each loan repayment of principal and interest will be
allocated to the Participant's Accounts in the same proportion from which the
loan was funded as provided in Section 14.5 hereof.

                 14.9     Repayment of any loan under the Plan shall be secured
by 50% of the present value of the Participant's entire vested interest in the
Plan.

                 14.10    If a Participant with an outstanding loan takes an
authorized leave of absence or incurs a temporary disability so the regular
monthly installment payments cannot be made on a payroll deduction basis, the
Participant will be required to make the regular payments of principal and
interest at the time and place established by the Plan Administrator.

                 14.11    If any time prior to the full repayment of a loan,
the Participant or Beneficiary should cease to be a party in interest, or the
Plan should terminate, or any event of default otherwise occurs under the
documents evidencing the loan; the unpaid balance owed by the Participant on
the loan shall be due and payable in full immediately without notice or demand.
If the Participant or

                                     XIV-4
<PAGE>
Beneficiary does not repay the full amount of the unpaid balance within the
time established by the Plan Administrator, the Plan Administrator may take
whatever steps it deems necessary to collect the unpaid balance of the loan;
provided, however, in no event shall an "offset" to the Participant's Accounts
occur prior to the date the Participant would otherwise be entitled to a
distribution of his Deferred Contributions Account.

                 14.12    Notwithstanding anything to the contrary contained
herein, each loan shall be made only in accordance with the regulations and
rulings of the Internal Revenue Service and other applicable state or federal
laws.  The Plan Administrator shall act in its sole discretion to ascertain
whether the requirement of such laws, regulations, and rulings have been met.

                 IN WITNESS WHEREOF, the Company and SFER have caused their
duly authorized officers to execute this Plan this 13th day of November, 1996, 
effective for all purposes as provided above.

                                        SANTA FE ENERGY RESOURCES, INC.

                                        By: /s/ C. G. HAIN
                                        Name:   C. G. Hain
                                        Title: Vice President

                                        MONTEREY RESOURCES, INC.

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

                                     XIV-5
<PAGE>
                                  ATTACHMENT A

                            MONTEREY RESOURCES, INC.
                            SAVINGS INVESTMENT PLAN

                                INVESTMENT FUNDS

1.       Putman Stable Value Fund (and certain guaranteed investment contracts
         issued by the Travelers Insurance Company)

2.       INVESCO Total Return Fund

3.       Putman Fund for Growth and Income A

4.       Putman S&P 500 Index Fund

5.       Putman Voyager Fund A

6.       Putman Overseas Growth Fund A

7.       Putman New Opportunities Fund A

8.       Company Stock Fund (which shall include SFER common stock in the
         accounts spunoff to the Plan)