WPCD0.PRS
STANLEY 401(k)
RETIREMENT SAVINGS PLAN

     Stanley Interiors Corporation (the "Company"), a Delaware
corporation, established the Stanley Interiors Associates' Savings
and Protection Plan, effective September 1, 1984, to provide
benefits to those of its Associates and the Associates of its
affiliates who were eligible to participate as provided therein.

     Effective December 31, 1986, the Raleigh Road Furniture
Corporation Savings and Protection Plan merged into the plan.  The
plan was amended and restated effective January 1, 1987.  Effective
November 9, 1992, the Company changed its name and the name of the
plan to "Stanley Furniture Company, Inc." and "Stanley Furniture
Company, Inc. Associates' Savings and Protection Plan,"
respectively.

     The plan was amended and restated effective January 1, 1993,
with 2 amendments thereon, to incorporate (1) the provisions of the
Tax Reform Act of 1986 and subsequent legislation in effect after
January 1, 1987 and (2) current administrative procedures.

     The Company hereby amends and completely restates the plan
effective January 1, 1996, to effectuate changes in administrative
procedures that include, but are not limited to, (1) a change in
Trustee; (2) the addition of a matching contribution for all
eligible Associates; (3) the provision for a separate benefit
structure with respect to the Company matching contribution for the
benefit of certain Associates ("Transition Group Associates") who
were most affected by the freezing of accruals in The Stanley
Retirement Plan; (4) the addition of a profit sharing feature with
a vesting schedule and forfeiture policy thereon; and (5) a change
in the name of the plan to "Stanley 401(k) Retirement Savings Plan"
(the "Plan").  The amended and restated Plan is effective subject
to receipt of an Internal Revenue Service determination that the
Plan as amended and restated meets all applicable requirements of
Section 401(a) of the Code (as defined in subsection 1(h)), that
employer contributions thereto remain deductible under Section 404
of the Code and that the fund maintained with respect thereto is
tax exempt under Section 501(a) of the Code.1.  DEFINITIONS

     (a)  "ACCOUNT" shall mean on any date of determination the
value of a Participant's share of the Fund.

     (i)  "SALARY DEFERRAL ACCOUNT" shall mean the portion of the
Participant's Account derived from Participating Company
contributions under subsection 4(a).     (ii)  "ROLLOVER ACCOUNT"
shall mean the portion of the Participant's Account derived from
amounts transferred to the Fund under subsection 4(h).    (iii) 
"MATCHING CONTRIBUTION ACCOUNT" shall mean the portion of the
Participant's Account derived from Participating Company matching
contributions under subsection 4(e)(i).
    (iv)  "AUTOMATIC BASIC CONTRIBUTION ACCOUNT" shall mean the
portion of the Participant's Account derived from Participating
Company automatic basic contributions under subsection 4(e)(ii).

     (b)  "ADMINISTRATIVE COMMITTEE" or "COMMITTEE" shall mean the
individual or group of individuals designated pursuant to
subsection 2(b) to control and manage the operation and
administration of the Plan to the extent set forth herein.

     (c)  "ADMINISTRATOR" or "PLAN ADMINISTRATOR" shall mean the
Company.

     (d)  "ANNUAL ADDITIONS" shall mean the sum for any Limitation
Year of (i) Participating Company contributions, (ii) Associate
contributions (if any), (iii) forfeitures and (iv) amounts
described in Sections 415(l)(1) and 419A(d)(2) of the Code, which
are allocated to the account of a Participant under the terms of a
plan subject to Section 415 of the Code.  "Annual Additions" shall
include excess contributions as defined in Section 401(k)(8)(B) of
the Code, excess aggregate contributions as defined in Section
401(m)(6)(B) of the Code and excess deferrals as described in
Section 402(g) of the Code, regardless of whether such amounts are
distributed or forfeited.  "Annual Additions" shall not include
rollover contributions made under subsection 4(h).

     (e)  "ASSOCIATE" shall mean each person employed by a
Participating Company or a Related Entity.  The term "Associate"
shall also include a person who is a "leased employee" with respect
to the Company or Related Entity.  No person who is a "leased
employee" shall be eligible to participate in this Plan.  "Leased
employee" shall mean any person who provides services to the
Company or Related Entity if:

     (i)  such services are provided pursuant to an agreement
between the Company or Related Entity and any leasing organization;
    (ii)  such person has performed services for the Company or
Related Entity (or for the Company or Related Entity and any
related person within the meaning of Section 414(n)(6) of the Code)
on a substantially full-time basis for a period of at least 1 year;
and Associates in the business field of the Company or Related Entity.

     A leased employee shall be treated as an Associate of the
Company or Related Entity; however, contributions or benefits
provided by the leasing organization which are attributable to
services performed for the Company or Related Entity shall be
treated as provided by the Company or Related Entity.  A leased
employee shall not be treated as an Associate if such leased
employee is covered by a money purchase pension plan of the leasing
organization, and the number of leased employees does not
constitute more than 20% of the Company or Related Entity's non-
highly compensated work force as defined by Section 414(n)(5)(C) of
the Code.  The money purchase pension plan of the leasing
organization must provide benefits equal to or greater than:  (1)
a non-integrated company contribution rate of at least 10% of
compensation, (2) immediate participation, and (3) full and
immediate vesting. 

     (f)  "BOARD OF DIRECTORS" shall mean the Board of Directors of
the Company.

     (g)  "BREAK IN SERVICE" shall mean a Period of Severance. 

     (h)  "CODE" shall mean the Internal Revenue Code of 1986, as
amended.

     (i)  "COMPANY"  shall mean Stanley Furniture Company, Inc., a
Delaware corporation.  Prior to November 9, 1992, "Company" meant
Stanley Interiors Corporation.

     (j)  "COMPENSATION" shall mean the total cash remuneration for
services paid to an Associate by a Participating Company in a Plan
Year as reported on Form W-2, plus any amounts allocated to an
Associate's Salary Deferral Account in accordance with his election
authorizing that amounts be withheld from his remuneration and be
credited thereto, but excluding reimbursements or other expense
allowances, fringe benefits (cash and noncash), moving expenses,
and welfare benefits.  "Compensation" shall not include other
deferred compensation in connection with any other plan of deferred
compensation maintained by a Participating Company.  The foregoing
definition of Compensation is intended to satisfy the requirements
of 1.414(s)-1(c).  

     For Plan Years beginning on or after January 1, 1994, the
amount of an Associate's Compensation that may be taken into
account under the Plan shall not exceed $150,000, or an adjusted
amount determined pursuant to Sections 401(a)(17) and 415(d) of the
Code.  For Plan Years beginning before January 1, 1994, the amount
of an Associate's Compensation that may be taken into account under
the Plan shall not exceed $200,000, or an adjusted amount
determined pursuant to Sections 401(a)(17) and 415(d) of the Code.

     In determining the compensation of an Associate for purposes shall apply,
except in applying such rules, the term "family" shall
include only the spouse of the Associate and any lineal descendants
of the Associate who have not attained age 19 before the close of
the year.  

     (k)  "DISABILITY" OR "DISABLED" shall mean Disability
resulting from a demonstrable injury or disease which will
permanently, continuously and wholly prevent an Associate who is a
Participant from engaging in any occupation or performing any work
for remuneration or profit; provided, that this term shall not
include any injury or disease which (i) was contracted, suffered or
incurred while the Participant engaged in, or resulted from his
having engaged in, a criminal enterprise, (ii) was intentionally
self-inflicted, (iii) arose out of service in the armed forces of
any country, or (iv) arose as a result of employment with or while
working for a Related Entity (other than a Participating Company). 
In determining whether or not a Participant is Disabled, the
Committee may require the Participant to submit to a physical
examination at any reasonable time or times by 1 or more physicians
approved by the Committee.  Refusal by a Participant to submit to
any physical examination shall be deemed to constitute recovery
from Disability for purposes of the Plan.

     (l)  "EARLY RETIREMENT DATE"  shall mean any date after the
date on which a Participant attains age 55, provided he has
completed 10 one-year Periods of Service with a Participating
Company.

     (m)  "EFFECTIVE DATE" of this amendment and restatement shall
mean January 1, 1996.  The original Effective Date of this Plan
shall mean September 1, 1984.  The Plan was amended and restated in
1987 and 1993.

     (n)  "ENTRY DATE" shall mean the first day of each Plan Year
and the first day of the fourth, seventh and tenth months of the
Plan Year.  

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

     (p)  "FAMILY MEMBER" as defined in Code Section 414(q)(6)(B)
shall mean the spouse, lineal ascendants and descendants and the
spouses of such lineal ascendants or descendants, of either a 5%
owner of a Participating Company as defined in Section 416(i) of
the Code, or one of the top 10 paid Associates of a Participating
Company.

     (q)  "FIDUCIARY" shall mean a person who, with respect to the
Plan, (i)  exercises any discretionary authority or discretionary
control respecting management of the Plan or exercises any
authority or control with respect to management or disposition of
the Plan's assets, (ii) renders investment advice for a fee or
other compensation, direct or indirect, with respect to any monies
responsibility to do so, or (iii) has any discretionary authority
or discretionary responsibility in the administration of the Plan.

     (r)  "FUND" shall mean the assets of the Plan.  All Investment
Categories shall be part of the Fund.

     (s)  "HIGHLY COMPENSATED ASSOCIATE" includes active Highly
Compensated Associates and former Highly Compensated Associates.

     An active Highly Compensated Associate includes any Associate
who performs services for a Participating Company during the
"determination year" and who, during the "look-back year":

     (i)  received Compensation from a Participating Company in
excess of $100,000 (as adjusted after the 1996 Plan Year pursuant
to Section 415(d) of the Code);
    (ii)  received Compensation from a Participating Company in
excess of $66,000 (as adjusted after the 1996 Plan Year pursuant to
Section 415(d) of the Code) and was a Participant of the "top-paid
group" for such year; or    (iii)  was an officer of a
Participating Company and received Compensation during such year
that is greater than 50% of the dollar limitation in effect under
Section 415(b)(1)(A) of the Code.

     The term Highly Compensated Associate also includes:

    (iv)  Associates who are both described in the preceding
sentence if the term "determination year" is substituted for the
term "look-back year" and the Associate is one of the 100
Associates who received the most Compensation from a Participating
Company during the "determination year;" and      (v)  Associates
who are 5% owners at any time during the "look-back year" or
"determination year."

     For purposes of (ii) above, an Associate is a member of the
"top-paid group" for the "determination year" or "look-back year"
if such Associate is in the group consisting of the top 20% of
Associates when ranked on the basis of Compensation paid during
such 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 Associate.

     For this purpose, the "determination year" shall be the Plan
Year.  The "look-back year" shall be the 12-month period
immediately preceding the determination year.  The Company may
elect, however, to make the look-back year calculation for a
determination year on the basis of the calendar year ending with or
within the applicable determination year as provided for in
applicable Regulations.  Such election shall apply to all plans of
the Company.
who separated from service (or was deemed to have separated) prior
to the determination year, performs no service for a Participating
Company during the determination year, and was an active Highly
Compensated Associate for either the separation year or any
determination year ending on or after the Associate's 55th
birthday.

     If an Associate is, during a determination year or look-back
year, a Family Member of either a 5% owner who is an active or
former Associate or a Highly Compensated Associate who is one of
the 10 most Highly Compensated Associates ranked on the basis of
Compensation paid by a Participating Company during such year, then
the Family Member and the 5% owner or top 10 Highly Compensated
Associate shall be aggregated.  In such case, the Family Member and
5% owner or top 10 Highly Compensated Associate shall be treated as
a single Associate receiving Compensation and Plan contributions or
benefits equal to the sum of such Compensation and contributions or
benefits of the Family Member and 5% owner or top 10 Highly
Compensated Associate.

     The determination of who is a Highly Compensated Associate,
including the determinations of the number and identity of
Associates in the top-paid group, the top 100 Associates, the
number of Associates 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.  The determination of
Highly Compensated Associates may be made in accordance with
Revenue Procedure 93-42 (and any subsequent administrative
guidance).

     (t)  "HOUR OF SERVICE" shall mean each hour (i) for which an
Associate is directly or indirectly paid, or entitled to payment,
by a Participating Company or a Related Entity for the performance
of duties or (ii) for which back pay, irrespective of mitigation of
damages, has been either awarded or agreed to by a Participating
Company or a Related Entity.  These hours shall be credited to the
Associate for the period or periods in which the duties were
performed or to which the award or agreement pertains irrespective
of when payment is made.   For purposes of this subsection, the
regulations issued by the Secretary of Labor at 29 CFR 2530.200b -
2(b) and (c) are incorporated by reference.  Nothing herein shall
be construed as denying an Associate credit for an Hour of Service
if credit is required by separate federal law.

     (u)  "INVESTMENT CATEGORY" shall mean any separate investment
fund which is made available under the terms of the Plan.

     (v)  "INVESTMENT MANAGER" shall mean any Fiduciary who: 

     (i)  has the power to manage, acquire, or dispose of any asset
of the Plan;     (ii)  is:

         (A)  registered as an investment adviser under the
              Investment Advisers Act of 1940;
         (B)  a bank, as defined in that Act; or
         (C)  an insurance company qualified to perform services
described in subsection 1(v)(i) above under the laws of more than
1 state; and

   (iii)  has acknowledged in writing that he is a Fiduciary with
respect to the Plan.

     (w)  "LIMITATION YEAR" shall mean the consecutive 12-month
period commencing on January 1 and ending on December 31.

     (x)  "PARTICIPANT" shall mean each Associate of a
Participating Company who satisfies the requirements for
participation under Section 3 hereof or who has an Account held
under the Plan.
     (y)  "NORMAL RETIREMENT DATE" shall mean the date on which a
Participant attains age 65.

     (z)  "PARTICIPATING COMPANY" shall mean any Related Entity
with respect to the Company which adopts this Plan pursuant to
Section 16.  The term shall also include the Company, unless  the
context otherwise requires.

    (aa)  "PERIOD OF SERVICE" shall mean the period of time
commencing on the date on which an Associate first is credited with
an Hour of Service or, if applicable, the first date following a
Period of Severance on which an Associate is credited with an Hour
of Service, and ending on the next following Severance Date. 
Notwithstanding the foregoing, for purposes of eligibility to
participate under Section 3 and calculation of nonforfeitable
rights under subsection 8(d), a Period of Severance of less than 1
year shall be included in a Period of Service.  Furthermore, Period
of Service shall include the period of time during which the
Associate is absent from work, up to the first anniversary of the
date on which such absence began, (i) by reason of the Associate's
pregnancy, (ii) by reason of the birth of the Associate's child,
(iii) by reason of the placement of a child with such Associate in
connection with an adoption of such child by the Associate, (iv)
for purposes of caring for a child for a period beginning
immediately following birth or placement, or (v) by reason of jury
or military duty.

    (bb)  "PERIOD OF SEVERANCE" shall mean the period of time
commencing on an Associate's Severance Date and ending on the date
on which the Associate first again is credited with an Hour of
Service.

    (cc)  "PLAN" shall mean the Stanley 401(k) Retirement Savings
Plan as set forth herein as of the Effective Date and the same as
may be amended from time to time.  Prior to January 1, 1996, the
Plan was entitled, "Stanley Furniture Company, Inc. Associates'
Savings and Protection Plan."  Prior to November 9, 1992, the Plan."

    (dd)  "PLAN YEAR" shall mean the consecutive 12-month period
commencing on January 1 and ending on December 31.

    (ee)  "RELATED ENTITY" shall mean (i) all corporations which
are members with a Participating Company in a controlled group of
corporations within the meaning of Section 1563(a) of the Code,
determined without regard to Sections 1563(a)(4) and (e)(3)(c) of
the Code, (ii) all trades or businesses (whether or not
incorporated) which are under common control with a Participating
Company as determined by regulations promulgated under Section
414(c) of the Code, (iii) all trades or businesses which are
members of an affiliated service group with a Participating Company
within the meaning of Section 414(m) of the Code and (iv) any other
entity required to be aggregated with a Participating Company in
accordance with regulations under Section 414(o) of the Code;
provided, however, for purposes of Section 5, the definition shall
be modified to substitute the phrase "more than 50%" for the phrase
"at least 80%" each place it appears in Section 1563(a)(1) of the
Code.  Furthermore, for purposes of crediting Hours of Service for
eligibility to participate and vesting, Service performed as a
leased employee, within the meaning of Section 414(n) of the Code,
of a Participating Company or a Related Entity shall be treated as
Service performed for a Participating Company or a Related Entity. 
An entity is a Related Entity only during those periods in which it
is included in a category described in this subsection.  The term
"Related Entity" shall also include the Company's predecessor,
Stanley Interiors Corporation.

    (ff)  "SERVICE" shall mean the sum of an Associate's Periods of
Service.  Service is measured in completed years and days, where
365 days of Service equal 1 year of Service.

    (gg)  "SEVERANCE DATE" shall mean the earlier of (i) the date
an Associate quits, is discharged, retires or dies or (ii) the
first anniversary of the date an Associate is absent from the
employ of the Company and all Related Entities for any reason other
than an approved leave of absence granted in writing by the Company
according to a uniform rule applied without discrimination provided
the Associate returns to the employ of the Company or a Related
Entity upon completion of the leave.  Notwithstanding the
foregoing, an Associate who terminates Service to enter the
military service of the United States shall not suffer a Severance
Date as of such date provided (i) such Associate's rights are
protected by federal law and (ii) such Associate returns to
employment with the Company or a Related Entity within the period
required by law for preservation of his rights.  Under such
circumstances, an Associate shall receive credit for Service for
his entire period of absence.  If the Associate does not return to
Service within the time prescribed by law, then the date he
terminated employment shall be his Severance Date.  In addition,
for purposes of determining whether a Break in Service has occurred
Date until the second anniversary of the date on which such
Associate is absent from work (i) by reason of the Associate's
pregnancy, (ii) by reason of the birth of the Associate's child,
(iii) by reason of the placement of a child with such Associate in
connection with an adoption of such child by the Associate or (iv)
for purposes of caring for a child for a period beginning
immediately following birth or placement.

    (hh)  "TRANSITION GROUP ASSOCIATE" shall mean an Associate who,
as of December 31, 1995, had completed a 1-year Period of Service
with the Company, had not attained age 65, and whose age, when
added to his Periods of Service, equals or exceeds 75.  An
Associate who is a Transition Group Associate on December 31, 1995
shall no longer be classified as a Transition Group Associate upon
the attainment of age 65.

    (ii)  "TRUST AGREEMENT" shall mean the agreement between the
Company and the Trustee under which the Fund is held.

    (jj)  "TRUSTEE" shall mean such person, persons or corporate
fiduciary designated pursuant to subsection 6(a) to manage and
control the Fund pursuant to the terms of the Plan and the Trust
Agreement.

    (kk)  "VALUATION DATE" shall mean the last business day of the
Plan Year and the last business day of the third, sixth and ninth
months in the Plan Year.  
     2.  ADMINISTRATION OF THE PLAN

     (a)  ERISA REPORTING AND DISCLOSURE BY ADMINISTRATOR.  The
Administrator shall file all reports and distribute to Participants
and beneficiaries reports and other information required under
ERISA and the Code.

     (b)  COMMITTEE.  The Company, through its Board of Directors,
shall designate an Administrative Committee which shall have the
authority to control and manage the operation and administration of
the Plan.  If the Committee consists of more than 2 members, it
shall act by majority vote.  The Committee may (i) delegate all or
a portion of the responsibilities of controlling and managing the
operation and administration of the Plan to 1 or more persons and
(ii) appoint agents, investment advisers, counsel, or other
representatives to render advice with regard to any of its
responsibilities under the Plan.  The Board of Directors may
remove, with or without cause, the Committee or any Committee
member.  The Committee may remove, with or without cause, any
delegate or adviser designated by it.

     (c)  MULTIPLE CAPACITIES.  Any person may serve in more than
1 fiduciary capacity (including service both as Trustee and
Committee member).

     (d)  COMMITTEE POWERS.  The responsibility to control and
manage the operation and administration of the Plan shall include,
but shall not be limited to, the performance of the following acts:

     (i)  the filing of all reports required of the Plan;
    (ii)  the distribution to Participants and beneficiaries of all
reports and other information required of the Plan;
   (iii)  the keeping of complete records of the administration of
the Plan;     (iv)  the promulgation of rules and regulations for
the administration of the Plan consistent with the terms and
provisions of the Plan;
     (v)  the interpretation of the Plan including the
determination of any questions of fact arising under the Plan and
the making of all decisions required by the Plan.  The Committee's
interpretation of the Plan and any actions and decisions taken in
good faith by the Committee based on its interpretation shall be
final and conclusive.  The Committee may correct any defect, or
supply any omission, or reconcile any inconsistency in the Plan in
such manner and to such extent as shall be expedient to carry the
Plan into effect and shall be the sole judge of such expediency;
and
    (vi)  the amendment of the Plan and the appointment or removal
of the Trustee, if so directed by the Board of Directors of the
Company.

     (e)  ALLOCATION OF FIDUCIARY RESPONSIBILITY. The Board of
Directors, the Administrator, the Committee, the Trustee and the
Investment Manager (if any) possess certain specified powers,
Trust Agreement.  It is intended under this Plan and the Trust
Agreement that each be responsible solely for the proper exercise
of its own functions and that each not be responsible for any act
or failure to act of another, unless otherwise responsible as a
breach of its fiduciary duty or for breach of duty by another
Fiduciary under ERISA's rules of co-fiduciary responsibility.  In
general:

     (i)  the Board of Directors, by resolution at their meetings
or by written consent or by any other process permitted under
relevant State law, is responsible for appointing and removing the
Committee and the Trustee and for amending or terminating the Plan
and the Trust Agreement; provided, however, that the Board of
Directors may from time to time authorize the Committee to amend
the Plan and Trust Agreement and to appoint or remove a Trustee;  
  (ii)  the Committee is responsible for administering the Plan,
for adopting such rules and regulations as in the opinion of the
Committee are necessary or advisable to implement and administer
the Plan and to transact its business, for discharging the
statutory duties of a plan administrator under ERISA and the Code,
and for providing a procedure for carrying out a funding policy and
method consistent with the objectives of the Plan and the
requirements of Title I of ERISA and the Code;
   (iii)  the Trustee and the Investment Manager are responsible
for the management and control of the respective portions of the
Fund over which they have control to the extent provided in the
Trust Agreement; and     (iv)  the Fiduciary appointing an
Investment Manager is responsible for the appointment and retention
of the Investment Manager.

     (f)  CLAIMS.  If, pursuant to the rules, regulations or other
interpretations of the Plan, the Committee denies the claim of a
Participant or beneficiary for benefits under the Plan, the
Committee shall provide written notice, within 90 days after
receipt of the claim, setting forth in a manner calculated to be
understood by the claimant:

     (i)  the specific reasons for such denial;
    (ii)  the specific reference to the Plan provisions on which
the denial is based;
   (iii)  a description of any additional material or information
necessary to perfect the claim and an explanation of why such
material or information is needed; and
    (iv)  an explanation of the Plan's claim review procedure and
the time limitations of this subsection applicable thereto.  
A Participant or beneficiary whose claim for benefits has been
denied may request review by the Committee of the denied claim by
notifying the Committee in writing within 60 days after receipt of
the notification of claim denial.  As part of said review
procedure, the claimant or his authorized representative may 
review pertinent documents and submit issues and comments to the
Committee in writing.  The Committee shall render its decision to
the claimant in writing in a manner calculated to be understood by
for review, unless special circumstances require an extension of
time, in which case decision shall be rendered as soon after the
60-day period as possible, but not later than 120 days after
receipt of the request for review.  The decision on review shall
state the specific reasons therefore and the specific Plan
references on which it is based.

     (g)  FIDUCIARY COMPENSATION.  A Committee member, delegate, or
adviser who already receives full-time pay from the Company or a
Related Entity shall serve without compensation for his services as
such, but he shall be reimbursed pursuant to subsection 2(h) for
any reasonable expenses incurred by him in the administration of
the Plan.  A Committee member, delegate, or adviser who is not
already receiving full-time pay from the Company may be paid such
reasonable compensation as shall be agreed upon.

     (h)  PLAN EXPENSES.  All expenses of administration of the
Plan may be paid by the Company.  If the Company does not pay such
expenses, then appropriate administrative expenses shall be paid
out of the Fund, as determined by the Committee.

     (i)  FIDUCIARY INSURANCE.  If the Committee so directs, the
Plan shall purchase insurance to cover the Plan from liability or
loss occurring by reason of the act or omission of a Fiduciary
provided such insurance permits recourse by the insurer against the
Fiduciary in the case of a breach of duty by such Fiduciary.

     (j)  INDEMNIFICATION.  The Company shall indemnify and hold
harmless to the maximum extent permitted by its by-laws each
Fiduciary who is an Associate or who is an officer or director of
any Participating Company or any Related Entity from any claim,
damage, loss or expense, including litigation expenses and
attorneys' fees, resulting from such person's service as a
Fiduciary of the Plan provided the claim, damage, loss or expense
does not result from the Fiduciary's gross negligence or
intentional misconduct.
     3.  PARTICIPATION IN THE PLAN

     (a)  INITIAL ELIGIBILITY.  Each and every Associate of a
Participating Company eligible to participate in this Plan on
December 31, 1995 shall continue to be eligible to participate in
this Plan as amended and restated effective January 1, 1996.  Each
and every other Associate of a Participating Company not excluded
under subsection 3(b) shall be eligible and shall qualify to
participate in the Plan on the Entry Date next following completion
by such Associate of a 1-year Period of Service, provided he is
then employed by a Participating Company.

     (b)  INELIGIBLE ASSOCIATES

     (i)  COLLECTIVE BARGAINING AGREEMENT.  No Associate whose
terms and conditions of employment are determined by a collective
bargaining agreement between Associate representatives and a
Participating Company shall be eligible or qualify for
participation unless such collective bargaining agreement provides
to the contrary, in which case such Associate shall be eligible or
shall qualify for participation upon compliance with such
provisions for eligibility or participation as such agreement shall
provide; except that no Associate who has selected, or in the
future selects, a union shall become ineligible during the period
between his selection of the union and the execution of the first
collective bargaining agreement which covers him.
    (ii)  CERTAIN OUTLET STORE ASSOCIATES.  No person employed as
an outlet store clerk shall be eligible to participate in the Plan.
   (iii)  CERTAIN RELATED ENTITIES.  No Associate of a Related
Entity which is not a Participating Company shall be eligible to
participate in the Plan.     (iv)  NONRESIDENT ALIENS.  No
Associate who is a nonresident alien and who receives no earned
income (within the meaning of Section 911(d)(2) of the Code) from
a Participating Company which constitutes income from sources
within the United States (within the meaning of Section 861(a)(3)
of the Code) shall be eligible to participate in the Plan.

     (c)  COMMENCEMENT OF PARTICIPATION.  An Associate who
satisfies all the requirements for eligibility under subsection
3(a) and who is not excluded under subsection 3(b) shall become a
Participant on the earlier of the (i) Entry Date following his
timely election authorizing amounts be withheld from his
Compensation and be credited to his Salary Deferral Account or (ii)
the Entry Date on which he first became eligible to share in
Participating Company contributions for the Plan Year in which the
Entry Date occurs.

     (d)  TERMINATION AND REQUALIFICATION.  An Associate who has
satisfied the applicable service requirement of subsection 3(a) and
who subsequently becomes ineligible for any reason for a period of
less than 5 one-year Periods of Severance shall requalify for
participation on the date on which he is next credited with an Hour
of Service in an eligible job classification.  An Associate who has
participation on the date he again satisfies the requirements of
subsection 3(a) hereof.

     (e)  TERMINATION OF PARTICIPATION.  An Associate who becomes
a Participant shall remain a Participant as long as he has an
Account held under the Plan.
     4.  CONTRIBUTIONS

     (a)  SALARY DEFERRAL CONTRIBUTIONS.  Each Associate who
becomes eligible to participate may elect that his Participating
Company contribute on his behalf any percentage of his
Compensation, as he shall elect, subject to the following rules:

     (i)  AMOUNT.  The amount of contribution which may be
specified shall be determined by the Committee and may be changed
from time to time.  Until such time that the Committee announces a
different maximum or minimum, a Participant may specify an amount
equal to any percentage of his Compensation, not to exceed 16%
thereof if the Participant is a Transition Group Associate and not
to exceed 18% thereof if the Participant is not a Transition Group
Associate, but in no event less than 1% thereof.
    (ii)  CHANGE.  A Participant may change the specified
percentage prospectively from time to time by making a revised
election; the frequency with which such changes are allowed shall
be specified in rules established by the Committee, which rules
shall permit a change no less often than annually.    (iii) 
SUSPENSION.  A Participant may suspend his election at any time.  
  (iv)  SALARY REDUCTION.  A Participant's pay for a Plan Year
shall be reduced by the amount of the contribution that he elects
for such Plan Year.      (v)  ELECTION.  All elections shall be
made at the time, in the manner, and subject to the conditions
specified by the Committee, which shall prescribe uniform and
nondiscriminatory rules for such elections.  The Participating
Companies shall pay over to the Fund all contributions made under
this subsection with respect to a Plan Year no later than the date
specified in the relevant ERISA and Code regulations. 
Contributions made by Participating Companies under this subsection
shall be allocated to the Salary Deferral Accounts of the
Participants from whose Compensation the contributions were
withheld in an amount equal to the amount withheld.  Such
contributions shall be deemed to be Participating Company
contributions made on behalf of Participants to a qualified cash or
deferred arrangement (within the meaning of Section 401(k)(2) of
the Code).

     (b)  SALARY DEFERRAL CONTRIBUTION LIMITATIONS.  Contributions
under subsection 4(a) shall be limited as provided below.

     (i)  EXCLUSION LIMIT.  The maximum amount of contribution
which any Participant may make in any calendar year under
subsection 4(a) is $9,500 (or such increased annual amount after
the 1996 Plan Year resulting from a cost of living adjustment
pursuant to Sections 402(g)(5) and 415(d)(1) of the Code), reduced
by the amount of elective deferrals by such Participant under all
other plans, contracts or arrangements of any Participating Company
or Related Entity.  If the contribution under subsection 4(a) for
a Participant for any calendar year exceeds $9,500 (or such
increased annual amount after the 1996 Plan Year resulting from an
adjustment described above), the Committee shall direct the Trustee
allocable thereto, as calculated in accordance with subsection
4(d)(iv)) to the Participant not later than April 15 following the
close of such calendar year.  If (A) a Participant participates in
another plan which includes a qualified cash or deferred
arrangement, (B) such Participant contributes in the aggregate more
than the exclusion limit under subsection 4(a) of this Plan and the
corresponding provisions of the other plan and (C) the Participant
notifies the Committee not later than March 1 following the close
of such calendar year of the portion of the excess the Participant
has allocated to this Plan, then the Committee shall direct the
Trustee to distribute to the Participant not later than April 15
following the close of such calendar year the excess amount (plus
any income and minus any loss allocable to such amount) which the
Participant allocated to this Plan.
   (ii)  DISCRIMINATION TEST LIMITS.  The Committee may limit the
maximum amount of contribution for Participants who are Highly
Compensated Associates to the extent it determines that such
limitation is necessary to keep the Plan in compliance with Section
401(a)(4) or Section 401(k)(3) of the Code.  Any limitation shall
be effective for all payroll periods following the announcement of
the limitation.
  (iii)  DISTRIBUTION LIMITATIONS.  Amounts attributable to
elective contributions may not be distributed earlier than upon 1
of the following events:

       (A)  The Associate's retirement, death, Disability or
separation from service;
       (B)  The termination of the Plan without establishment of a
successor plan;
       (C)  The Associate's attainment of age 59 1/2 or the
Associate's hardship pursuant to Plan Section 10;
       (D)  The sale or other disposition by a corporation to an
unrelated corporation which does not maintain the Plan of
substantially all of the assets used in a trade or business, but
only with respect to Associates who continue employment with the
acquiring corporation; or
       (E)  The sale or other disposition by a corporation of its
interest in a subsidiary to an unrelated entity which does not
maintain the Plan, but only with respect to Associates who continue
employment with the subsidiary.

     (c)  SALARY DEFERRAL ACCOUNT.  The salary deferral
contributions allocated to a Participant, as adjusted for
investment gain or loss and income or expense, constitute such
Participant's Salary Deferral Account.  A Participant shall at all
times have a nonforfeitable interest in the Salary Deferral Account
portion of his Account.

     (d)  COMPLIANCE WITH SALARY DEFERRAL DISCRIMINATION TESTS. 

     (i)  RULE.  In no event shall the "average actual deferral
percentage" (as defined below) for Participants who are Highly
Compensated Associates for any Plan Year bear a relationship to the
Highly Compensated Associates which does not satisfy either
subsection (A) or (B) below.

       (A)  The requirement shall be satisfied for a Plan Year if
the "average actual deferral percentage" for the group of
Participants who are Highly Compensated Associates that are
eligible to make contributions under subsection 4(a) for any
portion of the Plan Year is not more than the "average actual
deferral percentage" of all others who are eligible to make
contributions under subsection 4(a) for any portion of the Plan
Year multiplied by 1.25.        (B)  The requirement shall be
satisfied for a Plan Year if (1) the excess of the "average actual
deferral percentage" for the Participants who are Highly
Compensated Associates for the Plan Year that are eligible to make
contributions under subsection 4(a) for any portion of the Plan
Year over the "average actual deferral percentage" of all others
who are eligible to make contributions for any portion of the Plan
Year is not more than 2 percentage points and (2) the "average
actual deferral percentage" for Participants who are Highly
Compensated Associates is not more than the "average actual
deferral percentage" of all others eligible to make contributions
under subsection 4(a) for any portion of the Plan Year multiplied
by 2. 

    (ii)  SPECIAL DEFINITION OF PARTICIPANT.  For purposes of this
subsection 4(d), the term "Participant" shall mean each Associate
eligible to make contributions under subsection 4(a) at any time
during a Plan Year.  Such Participants include:

       (A)  an Associate who would be a Participant but for the
failure to make required contributions;
       (B)  an Associate whose right to make elective contributions
has been suspended because of an election (other than certain 1-
time elections) not to participate or a distribution; and
       (C)  an Associate who cannot make an elective contribution
because of the Code Section 415 limitations.  

     In the case of an eligible Associate who makes no elective
contributions, the deferral ratio that is to be included in
determining the "actual deferral percentage" is zero.

   (iii)  REFUND.  If the relationship of the "average actual
deferral percentage" does not satisfy subsection 4(d)(i) for any
Plan Year, then the Committee shall direct the Trustee to
distribute the "excess contribution" (as defined below) for such
Plan Year (plus any income and minus any loss allocable thereto as
calculated in accordance with subsection 4(d)(iv)) by the last day
of the following Plan Year to the Highly Compensated Associates on
the basis of the respective portions of the "excess contribution"
attributable to each, as determined under this subsection.  If such
excess amounts are distributed more than 2 1/2 months after the
last day of the Plan Year in which such excess amounts arose, a 10%
excise tax will be imposed on the Company or Related Entity
contribution" for any Plan Year is the excess of the aggregate
amount of Participating Company contributions paid over to the Fund
pursuant to subsection 4(a) on behalf of Highly Compensated
Associates for such Plan Year over the maximum amount of such
contributions permitted for Highly Compensated Associates under
subsection 4(d)(i).  The portion of the excess contribution
attributable to a Highly Compensated Associate is determined by
reducing contributions made on behalf of Highly Compensated
Associates in order of "actual deferral percentages" for each such
Associate, beginning with the highest of such percentages, until
the excess contribution is eliminated.  Excess contributions shall
be allocated to Participants who are subject to the family
aggregation rules of Section 414(q)(6) of the Code by allocating
the excess contributions for the family group among the Family
Members in proportion to the elective contribution of each Family
Member that is combined to determine the "actual deferral
percentage" pursuant to 1.401(k)-1(f)(5)(ii).  Any refund made in
accordance with this subsection to a Participant shall be drawn
from his Salary Deferral Account.

     The amount of excess contributions to be distributed shall be
reduced by excess deferrals previously distributed pursuant to
subsection 4(b)(i) for the taxable year ending in the same Plan
Year.  Furthermore, excess deferrals to be distributed for a
taxable year pursuant to subsection 4(b)(i) will be reduced by
excess contributions previously distributed pursuant to this
subsection 4(d)(iii) hereof for the Plan Year beginning in such
taxable year.

    (iv)  ALLOCATION OF INCOME.  Excess deferrals and excess
contributions shall be adjusted for any income or loss through the
last day of the Plan Year.  The income or loss is the income or
loss allocable to the Participant's Salary Deferral Account for the
taxable year multiplied by a fraction, the numerator of which is
such Participant's excess deferrals and excess contributions for
the year and the denominator of which is the Participant's Salary
Deferral Account balance.
     (v)  ADDITIONAL DEFINITIONS.  The "average actual deferral
percentage" for a specific group of Participants for a Plan Year
shall be the average of the "actual deferral percentage" for each
Participant in the group for such Plan Year.  The "actual deferral
percentage" for a particular Participant for a Plan Year shall be
the ratio of the amount of Participating Company contributions paid
over to the Fund pursuant to subsection 4(a) for such Participant
to the Participant's "compensation" for such Plan Year excluding
the Participant's "compensation" prior to satisfying the
eligibility requirements of Section 3.  For this purpose,
"compensation" means compensation for services performed for a
Participating Company which is currently includable in gross
income, but excluding compensation which is excludable from gross
income pursuant to an election under a qualified cash or deferred
arrangement under Section 401(k) of the Code or a cafeteria plan
under Section 125 of the Code.  In no event shall such compensation
(vi)  CONTRIBUTIONS CONSIDERED.  A Participant's salary deferral
contributions will be taken into account under the actual deferral
percentage test of this subsection 4(d) pursuant to Section
401(k)(3)(A) of the Code for a Plan Year only if they satisfy
subsections (A) and (B) below:

       (A)  The salary deferral contributions relate to
compensation that either would have been received by the Associate
in the Plan Year (but for the deferral election);
       (B)  The salary deferral contributions are allocated to the
Associate as of a date within the Plan Year for which subsection
4(d)(i) applies.  For this purpose, salary deferral contributions
are considered allocated as of a date within a Plan Year if the
allocation is not contingent on participation or performance of
services after such date and the salary deferral contribution is
actually paid to the trust no later than 12 months after the Plan
Year to which the contribution relates.  Notwithstanding the
foregoing, salary deferral contributions that are distributed to a
Participant pursuant to Section 5 hereof shall be disregarded for
purposes of determining a Participant's average actual deferral
percentage for the year in which the excess annual addition arose.

   (vii)  AGGREGATION OF PLANS.  If this Plan satisfies the
requirements of Section 410(b) of the Code only if aggregated with
1 or more other plans, or if 1 or more other plans satisfy the
requirements of Section 401(k), 401(a)(4) or 410(b) of the Code
only if aggregated with this Plan, then subsection 4(d)(i) shall be
applied by determining the "contribution percentages" of
Participants as if all such plans were a single plan.  Plans
permissively aggregated pursuant to this subsection must have the
same Plan Year.  Notwithstanding the foregoing, certain plans shall
be treated as separate if mandatorily disaggregated under Code
Section 401(k) and corresponding regulations.
  (viii)  AGGREGATION OF CONTRIBUTIONS.  The "contribution
percentage" for any Participant who is a Highly Compensated
Associate for the Plan Year and who is eligible to have salary
deferral contributions allocated to his account under 2 or more
plans described in Section 401(a) of the Code that are maintained
by a Participating Company or Related Entity shall be determined as
if the total of such Participant contributions were made under this
Plan and each other plan.  For purposes of this subsection, the
contributions considered are those taken into account for each plan
with a Plan Year ending with or within the same calendar year.
    (ix)  SPECIAL RULE.  For purposes of determining the actual
deferral percentage of a Participant who is a Highly Compensated
Associate, the contributions allocable to such Participant and
compensation of such Participant shall include the contributions
allocable to Family Members and compensation of Family Members. 
Family Members, with respect to Highly Compensated Associates,
shall be disregarded as separate Associates in determining the
average actual deferral percentage both for Participants who are
not Highly Compensated Associates and for Participants who are
Highly Compensated Associates.  
     (i)  MATCHING CONTRIBUTIONS.  Effective January 1, 1996, the
Participating Companies shall contribute to the Fund as a Matching
Contribution such uniform percentage of the amount contributed with
respect to a Transition Group Associate under subsection 4(a) as
the Company, in its absolute discretion, shall determine.  The
Participating Companies shall contribute to the Fund such other
uniform percentage of the amount contributed with respect to any
other Participant under subsection 4(a) as the Company, in its
absolute discretion, shall determine.  

     Until otherwise announced by the Board of Directors of the
Company, the discretionary Matching Contribution made on behalf of
each Participant shall not exceed (A) 75% of the first 4%
contributed with respect to a Participant under subsection 4(a),
provided said Participant is a Transition Group Associate; or (B)
25% of the first 4% contributed with respect to a Participant under
subsection 4(a), provided said Participant is not a Transition
Group Associate.

     Matching Contributions made pursuant to this subsection
4(e)(i) shall be nonforfeitable at all times.

     The Participating Companies shall pay over to the Trustee all
contributions under this subsection no later than the due date,
including extensions, for filing the Participating Companies'
federal income tax returns for the taxable year coincident with or
within which the Plan Year with respect to which such contributions
are to be made ended.  Such contributions shall be allocated to the
Matching Contribution Accounts of the Participants with respect to
whom they are made. 

    (ii)  AUTOMATIC BASIC CONTRIBUTIONS.  In addition, for each
Plan Year, the Participating Companies shall contribute to the Fund
such amounts as the Company, in its absolute discretion, shall
determine to be allocated in accordance with this subsection among
Participants eligible to share therein.  

     Until otherwise announced by the Board of Directors of the
Company, the discretionary Automatic Basic Contributions made on
behalf of each Associate shall be equal to 1% of such Participant's
Compensation for the Plan Year.  For purposes of this paragraph,
"Compensation" includes only that Compensation earned after an
Associate has become a Participant pursuant to Section 3 hereof.

     The Participating Companies shall pay over to the Trustee all
contributions no later than the due date, including extensions, for
filing the Participating Companies' federal income tax returns for
the taxable year ended coincident with or next following the last
day of the Plan Year for which such contributions are to be made. 


     The following Participants shall be entitled to share in the
defer a portion of their Compensation to the Plan pursuant to
subsection 4(a) hereof:

       (A)  Participants who retired during the Plan Year pursuant
to subsection 8(a);
       (B)  Participants who died during the Plan Year;
       (C)  Participants who terminated employment due to
Disability during the Plan Year; and
       (D)  Participants who were employed by a Participating
Company on the last day of the Plan Year.

     (f)  COMPANY CONTRIBUTION ACCOUNTS.  The Matching
Contributions made to a Participant under subsection 4(e)(i), as
adjusted for investment gain or loss and income or expense,
constitute the Participant's Matching Contribution Account.  A
Participant shall have a 100% nonforfeitable interest in his
Matching Contribution Account at all times.  The Automatic Basic
Contributions made to a Participant under subsection 4(e)(ii), as
adjusted for investment gain or loss and income or expense,
constitute the Participant's Automatic Basic Contribution Account. 
A Participant shall have a nonforfeitable interest in the Automatic
Basic Contribution Account to the extent provided under Section 8.

     (g)  COMPLIANCE WITH PARTICIPATING COMPANY MATCHING
CONTRIBUTIONS DISCRIMINATION TESTS.

     (i)  RULE.  In no event shall the "average contribution
percentage" (as defined below) for Participants who are Highly
Compensated Associates for any Plan Year bear a relationship to the
"average contribution percentage" for Participants who are not
Highly Compensated Associates which does not satisfy either
subsection (A) or (B) below.

       (A)  The requirement shall be satisfied for a Plan Year if
the "average contribution percentage" for the group of Participants
who are Highly Compensated Associates that are eligible to make
contributions under subsection 4(a) for any portion of the Plan
Year is not more than the "average contribution percentage" of all
others who are eligible to make contributions under subsection 4(a)
for any portion of the Plan Year multiplied by 1.25.
       (B)  The requirement shall be satisfied for a Plan Year if
(1) the excess of the "average contribution percentage" for the
Participants who are Highly Compensated Associates for the Plan
Year that are eligible to make contributions under subsection 4(a)
for any portion of the Plan Year over the "average contribution
percentage" of all others who are eligible to make contributions
for any portion of the Plan Year is not more than 2 percentage
points and (2) the "average contribution percentage" for
Participants who are Highly Compensated Associates is not more than
the "average contribution percentage" of all others eligible to
make contributions under subsection 4(a) for any portion of the
Plan Year multiplied by 2.
percentages" does not satisfy subsection 4(g)(i) for any Plan Year,
then the Committee shall direct the Trustee to distribute the
"excess aggregate contribution" (as defined below) for such Plan
Year (plus any income and minus any loss allocable thereto) by the
last day of the following Plan Year to the Highly Compensated
Associates on the basis of the respective portions of the "excess
aggregate contribution" attributable to each, as determined under
this subsection.  If such "excess aggregate contributions" are
distributed more than 2 1/2 months after the last day of the Plan
Year in which such excess amounts arose, a 10% excise tax will be
imposed on the employer maintaining the Plan with respect to those
amounts.  The "excess aggregate contribution" for any Plan Year is
the excess of the aggregate amount of Participating Company
contributions allocated on a matching basis pursuant to subsection
4(e)(i) on behalf of Highly Compensated Associates for such Plan
Year over the maximum amount of such contributions which could be
allocated to Highly Compensated Associates under subsection
4(g)(i).  The portion of the excess aggregate contribution
attributable to a Highly Compensated Associate is determined by
reducing Participating Company contributions allocated to Highly
Compensated Associates in order of "contribution percentages" for
each such Associate, beginning with the highest of such
percentages, until the excess aggregate contribution is eliminated.
Excess aggregate contributions shall be allocated to Participants
who are subject to the family aggregation rules of Section
414(q)(6) of the Code by allocating the excess contributions for
the family group among the Family Members in proportion to the
elective contribution of each Family Member that is combined to
determine the actual deferral ratio pursuant to
1.401(k)-1(f)(5)(ii) of the Code.  Any refund made to a Participant
in accordance with this subsection shall be drawn from his Matching
Contribution Account.

     Excess aggregate contributions shall be adjusted for any
income or loss through the last day of the Plan Year.  The income
or loss allocable to excess aggregate contributions is the income
or loss allocable to the Participant's account balance attributable
to Participating Company contributions pursuant to subsection
4(e)(i) for the Plan Year multiplied by a fraction, the numerator
of which is such Participant's excess aggregate contributions for
the year and the denominator of which is the Participant's account
balance attributable to Participating Company contributions
pursuant to subsection 4(e)(i).

   (iii)  ADDITIONAL DEFINITIONS.  For purposes of this subsection
4(g), the term "Participant" shall mean each Associate eligible to
make contributions under subsection 4(a) at any time during a Plan
Year.  Such Participants include:

       (A)  an Associate who would be a Participant but for the
failure to make required contributions;
       (B)  an Associate whose right to receive matching
            certain 1-time elections not to participate or
            a distribution; and
       (C)  an Associate who cannot receive a matching contribution
because Section 415(c)(1) or Section 415(e) of the Code prevents
the Associate from receiving additional annual additions.  

     In the case of an eligible Associate who receives no matching
contributions, the contribution ratio that is to be included in
determining the contribution percentage is zero.

     The "average contribution percentage" for a specific group of
Participants for a Plan Year shall be the average of the
"contribution percentage" for each Participant in the group for
such Plan Year. The "contribution percentage" for a particular
Participant shall be the ratio of the amount of Participating
Company contributions allocated to a Participant pursuant to
subsection 4(e)(i) for a Plan Year and paid over to the Fund no
later than the end of the 12-month period beginning on the day
after the close of the Plan Year to the Participant's
"compensation" for such Plan Year.  For this purpose,
"compensation" means compensation for services performed for a
Participating Company which is currently includable in gross
income, but excluding compensation which is excludable from gross
income pursuant to an election under a qualified cash or deferred
arrangement under Section 401(k) of the Code or a cafeteria plan
under Section 125 of the Code, excluding any amounts earned prior
to satisfying the eligibility requirements of subsection 3(a).  In
no event shall such compensation exceed the limitations of Code
Section 401(a)(17), as indexed.     (iv)  AGGREGATION OF
CONTRIBUTIONS.  The contribution percentage for any Participant who
is a Highly Compensated Associate for the Plan Year and who is
eligible to make after tax contributions to any plan subject to
Section 415 of the Code maintained by a Participating Company or a
Related Entity or to have Participating Company matching
contributions within the meaning of Section 401(m)(4)(A) of the
Code allocated to his account under 2 or more plans described in
Section 401(a) of the Code that are maintained by a Participating
Company or a Related Entity shall be determined as if the total of
such Participant contributions and Participating Company
contributions was made under this Plan and each other plan.
     (v)  AGGREGATION OF PLANS.  If this Plan satisfies the
requirements of Section 401(a)(4) or 410(b) of the Code only if
aggregated with 1 or more other plans, or if 1 or more other plans
satisfy the requirements of Section 410(b) of the Code only if
aggregated with this Plan, then subsection 4(g)(i) shall be applied
by determining the contribution percentages of Participants as if
all such plans were a single plan.  Notwithstanding the foregoing,
certain plans shall be treated as separate if mandatorily
disaggregated under Code Section 401(m) and corresponding
regulations.
    (vi)  SPECIAL RULE.  For purposes of determining the
contribution percentage of a Participant who is a Highly
Compensated Associate, the contribution allocable to such
Participant pursuant to subsection 4(e)(i) and compensation
of such Members pursuant to subsection 4(e)(i) and compensation of Family
Members.  Family Members, with respect to Highly Compensated
Associates, shall be disregarded as separate Associates in
determining the contribution percentage both for Participants who
are not Highly Compensated Associates and for Participants who are
Highly Compensated Associates.  
   (vii)  MULTIPLE USE.  If either the actual deferral percentage
or actual contribution percentage of the Highly Compensated
Associates exceeds 1.25 multiplied by the actual deferral
percentage and actual contribution percentage of the Non-highly
Compensated Associates, then the Plan shall test for multiple use. 
Such test shall occur when the sum of the actual deferral
percentage and actual contribution percentage pursuant to
subsections 4(d) and 4(g), respectively, of the Highly Compensated
Associates exceeds the "aggregate limit"; in such circumstances the
actual contribution percentage of the Highly Compensated Associates
will be reduced (beginning with such Highly Compensated Associate
whose actual contribution percentage is the highest) so that the
"aggregate limit" is not exceeded.  The amount by which each Highly
Compensated Associate's Matching Contribution Account is reduced
shall be treated as an excess aggregate contribution, as the case
may be.  The actual deferral percentage and actual contribution
percentage of the Highly Compensated Associates are determined
after any corrections required to meet the actual deferral
percentage and actual contribution percentage tests.  

     For purposes of this subsection 4(g)(vii), "aggregate limit"
shall mean the sum of (i) 125% of the greater of the actual
deferral percentage of the non-Highly Compensated Associates for
the Plan Year or the actual contribution percentage of non-Highly
Compensated Associates under the plan subject to Code Section
401(m) for the Plan Year beginning with or within the Plan Year of
the cash or deferred arrangement and (ii) the lesser of 200% or 2
plus the lesser of such actual deferral percentage or actual
contribution percentage.  "Lesser" is substituted for "greater" in
(i), above, and "greater" is substituted for "lesser" after "2 plus
the" in (ii) if it would result in a larger aggregate limit.

     (h)  ROLLOVERS.  Subject to uniform rules, any Associate as
defined in subsection 1(e) may, subject to the Committee's
approval, transfer to the Plan all or a portion of an eligible
rollover distribution from an eligible retirement plan.  Such
rollover contributions, if approved, shall be credited to the
Associate's Rollover Account.

     The terms "eligible rollover distribution" and "eligible
retirement plan" shall have the meanings described in 9(b)(iii) of
the Plan, except that, for purposes of this subsection 4(h), an
individual retirement account described in Section 408(a) of the
Code which holds an eligible rollover distribution made to a
surviving spouse shall not be considered an eligible retirement
plan.
such information from an Associate desiring to make such a
transfer, as it deems necessary or desirable to determine that the
proposed transfer will meet the requirements of this Section.

     Any Associate who has not met the eligibility requirements of
subsection 3(a) but who has made Rollover Contributions into the
Plan shall be considered a Participant for purposes of Sections 6,
7, 8, 10, 11, 13, 14, 15 and 18 of the Plan.

     Notwithstanding anything herein to the contrary, this Plan
shall not accept any direct or indirect transfer from a defined
benefit plan, money purchase plan (including a target benefit
plan), stock bonus or profit sharing plan which would otherwise
have provided for a life annuity form of payment to the
Participant.

     (i)  ROLLOVER ACCOUNT.  Any rollover contribution under
subsection 4(h), as adjusted for investment gain or loss and income
or expense, shall constitute the Participant's Rollover Account. 
A Participant shall at all times have a nonforfeitable interest in
the Rollover Account portion of his Account.

     (j)  FAILSAFE CONTRIBUTIONS.  The Participating Companies may
make a special contribution to be allocated among all Associates
who were eligible to participate in the Plan during the Plan Year
and who are not Highly Compensated Associates within the meaning of
Section 401(k)(5) of the Code in proportion to their Compensation. 
The amount of the contribution shall not exceed the amount,
determined by the Committee, necessary to satisfy the
discrimination standards of Section 401(k)(3) of the Code.  Any
such contribution shall be treated as an addition to the
Participant's Salary Deferral Account and shall be subject to the
vesting and distribution provisions of the Plan pertaining to
elective contributions and the conditions described in 1.401(k) -
1(b)(5).

     (k)  PAYROLL TAXES.  The Participating Companies shall
withhold from the Compensation of the Participants and remit to the
appropriate government agencies such payroll taxes and income tax
withholding as the Company determines is or may be necessary under
applicable statutes or ordinances and the regulations and rulings
thereunder.
    5.  MAXIMUM CONTRIBUTIONS AND BENEFITS

     (a)  DEFINED CONTRIBUTION LIMITATION.  If the amount allocable
to a Participant from contributions to the Fund in respect of any
Plan Year would cause the Annual Additions allocated to any
Participant under this Plan plus the Annual Additions allocated to
such Participant under any other plan maintained by a Participating
Company or a Related Entity to exceed for any Limitation Year the
lesser of (i) $30,000 (or, if greater, 25% of the dollar limitation
in effect under subsection 415(b)(1)(A) of the Code for such
Limitation Year) or (ii) 25% of such Participant's "compensation"
(as defined in subsection 5(d)) for such Limitation Year, then such
amount allocable to such Participant shall be reduced by the amount
of such excess to determine the actual amount of the contribution
allocable to such Participant in respect of such Plan Year.  Excess
Annual Additions shall be administered by and pursuant to the
direction of the Committee through corrective action under any 1 or
a combination of methods permissible under 1.415-6(b)(6), as
amended.

     If a short Limitation Year is created because of an amendment
changing the Limitation Year to a different consecutive 12-month
period, the defined contribution dollar limitation will be prorated
based on the number of months in the short Limitation Year.  

     (b)  COMBINED LIMITATION.  In addition to the limitation of
subsection 5(a), if a Participating Company or a Related Entity
maintains or maintained a defined benefit plan and the amount
allocable to a Participant with respect to any Plan Year would
cause the aggregate amount allocated to any Participant under all
defined contribution plans maintained by all Participating
Companies or Related Entities to exceed the maximum allocation as
determined in subsection 5(c), then such amount allocable to such
Participant shall be reduced by the amount of such excess to
determine the actual amount of the contribution allocable to such
Participant for such Plan Year.  The excess amount with respect to
any Participant shall be held in accordance with subsection 5(a). 
Notwithstanding the foregoing, to the extent administratively
feasible, the combined limitation shall be applied to the
Participant's benefit payable from the defined benefit plan prior
to reduction of the Participant's Annual Additions under this Plan.

     (c)  COMBINED LIMITATION COMPUTATION -                       
              MAXIMUM ALLOCATION.  The maximum allocation is the
amount of Annual Additions which may be allocated to a
Participant's benefit without permitting the sum of the defined
benefit plan fraction (as hereinafter defined) and the defined
contribution plan fraction (as hereinafter defined) to exceed 1.0
for any Limitation Year.  The defined benefit plan fraction
applicable to a Participant for any Limitation Year is a fraction,
the numerator of which is the projected annual benefit of the
Participant under the plan determined as of the close of the
Limitation Year and the denominator of which is the lesser of (1)