FAB INDUSTRIES, INC.
                        HOURLY EMPLOYEES RETIREMENT PLAN




                (AS AMENDED AND RESTATED AS OF DECEMBER 1, 1989)















<PAGE>



              FAB INDUSTRIES, INC. HOURLY EMPLOYEES RETIREMENT PLAN
                (AS AMENDED AND RESTATED AS OF DECEMBER 1, 1989)


                                    PREAMBLE


WHEREAS,  FAB  INDUSTRIES,  INC.  (hereinafter  referred  to as the  "Employer")
adopted the FAB INDUSTRIES,  INC. Hourly Employees  Retirement Plan (hereinafter
referred to as the "Plan") for the  benefit of its  Employees,  effective  as of
December 1, 1976; and


WHEREAS, the Employer reserved the right to amend the Plan; and


WHEREAS,  the Employer heretofore amended the Plan from time to time and desires
to  further  amend the Plan in order to comply  with the Tax Reform Act of 1986;
and


WHEREAS,  it is the intent of the  Employer  that the Plan shall  continue to be
established  and  maintained  (1) as an employee  benefit  plan which is in full
compliance with the Employee  Retirement  Income Security Act of 1974 as amended
and all applicable  regulations thereunder and (2) as a qualified plan under the
terms of Section  401(a) of the Internal  Revenue Code of 1986,  as amended from
time to time; and


NOW,  THEREFORE,  the Plan is hereby  amended,  effective as of December 1, 1989
except where otherwise noted, by restating the Plan in its entirety as follows:


                                       1
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                           ARTICLE ONE -- DEFINITIONS


For  purposes  of the Plan,  unless  the  context or an  alternative  definition
specified  within another Article  provides  otherwise,  the following words and
phrases shall have the meanings indicated:

1.1      "ACCRUED BENEFIT" shall mean the amount to which a Participant would be
         entitled  under  the  benefit  formula  in  Section  4.1 at his  Normal
         Retirement Date, based upon his Years of Service which he has completed
         by the date as of which he incurs a Break in Service.


1.2      "ACTUARIAL  EQUIVALENT"  shall mean a benefit that has a value equal to
         any  benefit  otherwise  payable  under the Plan as  determined  by the
         Actuary using the following factors:

                  Interest:       8-1/2% compounded annually

                  Mortality:      1971 Group Annuity Mortality Table

         Provided,   however,  that  with  respect  to  the  distribution  to  a
         Participant  of a benefit  under  the Plan in the form of an  Actuarial
         Equivalent lump sum, such lump sum shall, in no event, be less than the
         amount determined as follows:

         (a)  by using an interest rate no greater than the "applicable interest
              rate" if the  Actuarial  Equivalent  lump sum using such rate does
              not exceed $25,000, and

         (b)  by using an interest  rate no greater  than one hundred and twenty
              percent (120%) of the "applicable  interest rate" if the Actuarial
              Equivalent  lump sum  determined  using the  "applicable  interest
              rate" exceeds $25,000; provided,  however, that the lump-sum value
              determined hereunder shall not be less than $25,000.

         For purposes of this Section, the term "applicable interest rate" means
         the interest rate that would be used as of the date of determination by
         the PBGC in determining a lump-sum distribution upon Plan termination.

         In the event the factors used to  determine  Actuarial  Equivalent  are
         modified,  a Participant's  benefit,  on or after the effective date of
         such change,  shall be the greater of (1) the  Actuarial  Equivalent of
         the Accrued Benefit  determined as of the day before the effective date
         of the change in such factors,  or (2) the Actuarial  Equivalent of the
         total Accrued  Benefit as of the date of  determination  computed using
         the new factors.

         Notwithstanding   the  previous  two  paragraphs,   effective  for  all
         distributions  from the Plan subject to Section 417(e) of the Code made
         on or after June 1, 1995,  the  "applicable  interest  rate"  means the
         annual rate of interest on 30-year Treasury  securities  determined for
         the  first  day of  December  preceding  the date of  distribution.  In
         addition,  the applicable  mortality table shall be used in determining
         the  Actuarial   Equivalent  lump  sum  amount   hereunder.   The  term
         "applicable  mortality  table"  means the table  described  in  Section
         417(e)(3)(A)(I) of the Code.



                                       2
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1.3      "ACTUARY" shall mean an actuary  appointed by the  Administrator  under
         whose  supervision  valuation  reports  and  benefit  calculations  are
         performed  for the Plan.  The actuary  must be enrolled  under  Federal
         practice.

1.4      "ADMINISTRATOR"   shall  mean  the  Plan  Administrator   appointed  in
         accordance with the provisions of Section 7.1.

1.5      "BENEFICIARY"  shall mean any  person,  trust,  organization  or estate
         designated by the Participant to receive a death benefit under the Plan
         on the death of a Participant.

1.6      "BREAK IN SERVICE" shall mean a twelve  (12)-month  computation  period
         (as used for measuring Years of Service for vesting  purposes) in which
         an Employee or  Participant  is not credited with at least five hundred
         and one (501) Hours of Service.

1.7      "CODE"  shall mean the Internal  Revenue Code of 1986,  as amended from
         time to time.

1.8      "COMPENSATION",  for Plan Years  beginning  prior to  December 1, 1992,
         shall mean the earnings paid or accrued for the Employer's taxable year
         inclusive of any bonus, overtime or commission. Amounts that excludable
         from  compensation  pursuant  to Section  415 of the Code and  Treasury
         Regulations thereunder shall be excluded.

         For Plan Years beginning after November 30, 1992,  "COMPENSATION" shall
         mean the Participant's  compensation as defined in Section 415(c)(3) of
         the Code and Treasury Regulations Sections 1.415-2(d)(2) and (3).

         Notwithstanding  any provision  contained herein to the contrary,  only
         the first  $200,000 (or larger amount when  prescribed by the Secretary
         of the  Treasury or his  delegate) of each  Participant's  Compensation
         shall be considered for all purposes under the Plan; provided, however,
         that the dollar  increase in effect on January 1 of any  calendar  year
         shall be effective for the Plan Year  beginning in such calendar  year,
         and the first adjustment to the $200,000  limitation shall be effective
         on January 1, 1990. If the Plan determines  Compensation  over a period
         of time which contains less than twelve (12) calendar months,  then the
         annual  Compensation  limit  shall be the  amount  equal to the  annual
         Compensation  limit for the  calendar  year in which  the  Compensation
         period begins,  multiplied by the ratio obtained by dividing the number
         of full  months in the  period  by  twelve  (12).  In  determining  the
         Compensation of a Participant for the purposes of this limitation,  the
         provisions of Code Section 414(q)(6) shall apply,  except to the extent
         that such rules shall only  include the spouse of the  Participant  and
         any lineal  descendants  of the  Participant  who have not attained age
         nineteen  (19) before the end of the Plan Year.  If, as a result of the
         application  of  such  rules,  the  adjusted  $200,000   limitation  is
         exceeded,  then  (except  for  purposes of  determining  the portion of
         Compensation up to the integration  level of Code Section 401(l)),  the
         limitation   shall  be  prorated   among  the   affected   individuals'
         Compensation  determined under this Section prior to the application of
         this limitation.

         For  purposes  of  determining  who is a  Highly-Compensated  Employee,
         Compensation  shall  mean  compensation  as  defined  in  Code  Section
         414(q)(7).



                                       3
<PAGE>



         For Plan Years  beginning  on or after  December  1,  1994,  the annual
         Compensation  of each Employee  taken into account under the Plan shall
         not exceed the OBRA '93 annual  compensation limit. The OBRA '93 annual
         compensation  limit is $150,000,  as adjusted by the  Commissioner  for
         increases  in the  cost of  living  in  accordance  with  Code  Section
         401(a)(17)(B).  The cost-of-living  adjustment in effect for a calendar
         year  applies  to any  period,  not  exceeding  12  months,  over which
         Compensation  is determined  (determination  period)  beginning in such
         calendar  year.  If a  determination  period  consists of fewer than 12
         months, the OBRA '93 annual  compensation limit will be multiplied by a
         fraction,  the  numerator  of  which is the  number  of  months  in the
         determination period, and the denominator of which is 12.

         For Plan Years beginning on or after December 1, 1994, any reference in
         the Plan to the limitation under Code Section 401(a)(17) shall mean the
         OBRA '93 annual compensation limit set forth in this provision.

         If  Compensation  for any  prior  determination  period  is taken  into
         account in determining an Employee's  benefits  accruing in the current
         Plan Year,  the  Compensation  for that prior  determination  period is
         subject  to the OBRA '93 annual  compensation  limit in effect for that
         prior determination period. For this purpose, for determination periods
         beginning  before the first day of the first Plan Year  beginning on or
         after  January  1,  1994,  the OBRA '93  annual  compensation  limit is
         $150,000.

1.9      "EFFECTIVE  DATE." The Plan's  initial  Effective  Date is  December 1,
         1976.  The Effective  Date of the restated  Plan, on and after which it
         supersedes  the terms of the  existing  Plan  document,  is December 1,
         1989,   except  where  the  provisions  of  the  Plan  shall  otherwise
         specifically  provide.  The rights of any Employee or  Participant  who
         separated  from the  Employer's  Service  prior to that  date  shall be
         established  under  the terms of the Plan and Trust as in effect at the
         time of his separation,  unless he subsequently returns to Service with
         the Employer.  Rights of spouses or Beneficiaries of such  Participants
         shall also be governed by those documents.

1.10     "EMPLOYEE" shall mean a common law employee of the Employer.

1.11     "EMPLOYER"  shall mean FAB  INDUSTRIES,  INC.,  and any  subsidiary  or
         affiliate of which,  with the approval of the board of directors of FAB
         INDUSTRIES,   INC.,   has  adopted  the  Plan  and  shall  include  any
         successor(s)  thereto  which adopt the Plan.  If,  under state law, the
         Employer at any time is not  governed by  directors  but instead by its
         stockholders,  reference  herein  to the  board of  directors  shall be
         deemed  to  refer  to  the  individual(s)  empowered  to  vote  on  the
         Employer's affairs.

1.12     "EMPLOYMENT  DATE" shall mean the first date as of which an Employee is
         credited with an Hour of Service,  provided that in the case of a Break
         in Service,  his Employment  Date shall be the first date thereafter as
         of which he is credited with an Hour of Service.

1.13     "HIGHLY-COMPENSATED  EMPLOYEE"  shall mean any Employee of the Employer
         who:

         (a)  was a five  percent (5%) owner of the Employer (as defined in Code
              Section 416(i)(1)) during the  "determination  year" or "look-back
              year"; or


                                       4
<PAGE>




         (b)   earned  more  than  $75,000  (as   increased  by   cost-of-living
               adjustments)  of  Compensation   from  the  Employer  during  the
               "look-back year"; or

         (c)   earned  more  than  $50,000  (as   increased  by   cost-of-living
               adjustments)  of  Compensation   from  the  Employer  during  the
               "look-back year" and was in the "Top-Paid Group" of Employees for
               such  year (as  defined  under  Code  Section  414(q)(4)  and the
               regulations promulgated thereunder); or

         (d)   was an officer of the Employer  during the  "look-back  year" and
               received  Compensation  during  the  "look-back  year"  from  the
               Employer  in  excess  of  fifty   percent  (50%)  of  the  dollar
               limitation  under  Code  Section  415(b)(1)(A).   The  number  of
               officers  shall  be  limited  to the  lesser  of (i)  fifty  (50)
               Employees;  or (ii) the  greater  of three (3)  Employees  or ten
               percent (10%) of all Employees.  If the Employer does not have at
               least one officer whose annual Compensation exceeds fifty percent
               (50%) of the dollar  limitation under Code Section  415(b)(1)(A),
               then the highest paid officer of the Employer shall be treated as
               a Highly- Compensated Employee.

         An Employee  who is in the group  consisting  of the one hundred  (100)
         Employees  paid the  greatest  Compensation  during the  "determination
         year" and also  described  in  subsections  (b),  (c) or (d) above when
         these subsections are modified to substitute  "determination  year" for
         "look-back year", shall be deemed a Highly-Compensated Employee for the
         determination year.

         An Employee who separated from Service prior to the determination  year
         shall be treated as a Highly-Compensated Employee for the determination
         year  if such  Employee  was a  HighlyCompensated  Employee  when  such
         Employee separated from Service, or was a HighlyCompensated Employee at
         any time after attaining age fifty-five (55).

         For purposes of this  Section,  the  "determination  year" shall be the
         Plan Year for which a  determination  is being  made as to  whether  an
         Employee is a Highly-Compensated  Employee.  The "look-back year" shall
         be the twelve (12) month period immediately preceding the determination
         year.  However, if the Employer shall elect, the "look-back year" shall
         be the  calendar  year  ending  with or within  the Plan Year for which
         testing for the determination of which Employees are Highly Compensated
         Employees  is  being  performed,   and  the  "determination  year"  (if
         applicable)  shall be the period of time, if any,  which extends beyond
         the  "look-back  year"  and ends on the  last day of the Plan  Year for
         which such testing is being  performed (the "lag period").  If the "lag
         period" is less than twelve (12) months,  the dollar threshold  amounts
         specified  in (b),  (c) and (d) above shall be prorated  based upon the
         number of months in the "lag period".

         If an  individual  is a member of the  "family"  (within the meaning of
         Code  Section  414(q)(6)(B))  of a  five  percent  (5%)  owner  or of a
         Highly-Compensated  Employee  in the group  consisting  of the ten (10)
         Highly-Compensated  Employees paid the greatest Compensation during the
         "determination  and/or  look-back year," then such individual shall not
         be considered a separate  Employee,  and any compensation  paid to such
         individual  (and  any   contribution  or  benefit  on  behalf  of  such
         individual)  shall be  treated as if paid to (or on behalf of) the five
         percent (5%) owner or such Highly-Compensated Employee.


                                       5
<PAGE>




1.14     "HOUR OF SERVICE" shall mean:

         (a)   each hour for which an  Employee  is paid or  entitled to payment
               for the performance of duties for the Employer. These hours shall
               be credited to the Employee for the  computation  period in which
               the duties are performed; and

         (b)   each hour for which an Employee is paid,  or entitled to payment,
               by the  Employer on account of a period of time  during  which no
               duties are  performed  (irrespective  of whether  the  employment
               relationship  has  been  terminated)  due to  vacation,  holiday,
               illness,  incapacity (including  disability),  layoff, jury duty,
               involuntary  military duty or leave of absence. No more than five
               hundred  and one (501) Hours of Service  shall be credited  under
               this subsection for any single  continuous period during which no
               duties are  performed  (whether  or not such  period  occurs in a
               single   computation   period).   Hours  of  Service  under  this
               subsection  shall be calculated and credited  pursuant to section
               2530.200b-2(b)  and (c) of the  Department  of Labor  Regulations
               which are incorporated herein by this reference; and

         (c)  each  hour for which  back  pay,  irrespective  of  mitigation  of
              damages, is either awarded or agreed to by the Employer.  The same
              Hours of Service shall not be credited both under  subsection  (a)
              or subsection  (b), as the case may be, and under this  subsection
              (c).  These Hours of Service shall be credited to the Employee for
              the computation  period or periods to which the award or agreement
              pertains  rather than the  computation  period in which the award,
              agreement or payment is made.

1.15         "LEASED  EMPLOYEE"  shall mean any  person  who,  pursuant  to an
              agreement between the

         Employer and any other person or organization,  has performed  services
         for the Employer or for the Employer and related persons (determined in
         accordance with Code Section  414(n)(6)) on a  substantially  full-time
         basis for a period of at least one year,  where such  services are of a
         type  historically  performed by employees in the business field of the
         Employer.  A person shall not be  considered  a Leased  Employee if the
         total number of Leased  Employees  does not exceed twenty percent (20%)
         of the Nonhighly-Compensated Employees employed by the Employer, and if
         any such person is covered by a money  purchase  pension plan providing
         (a) a nonintegrated  employer contribution rate of at least ten percent
         (10%) of compensation  as defined in Section  8.2(b)(2) of the Plan but
         modified to include amounts contributed  pursuant to a salary reduction
         agreement which are excludable  from the Employee's  gross income under
         Code  Sections  125,   402(a)(8),   402(h)  or  403(b),  (b)  immediate
         participation, and (c) full and immediate vesting.

1.16     "NONHIGHLY-COMPENSATED   EMPLOYEE"  shall  mean  any  Employee  of  the
         Employer who is not a Highly-Compensated Employee.

1.17     "NORMAL RETIREMENT DATE" shall mean a Participant's  sixty-fifth (65th)
         birthday  or, if later,  the fifth  (5th)  anniversary  of his  initial
         commencement  of Plan  participation;  provided,  however,  the  Normal
         Retirement Date for a Participant who first commenced  participation in
         the Plan prior to the first Plan Year beginning on or after December 1,
         1988 shall be the earlier of (i) the tenth  (10th)  anniversary  of the
         date the Participant  commenced  participation in the Plan, or (ii) the
         fifth (5th)  anniversary of the first day of the Plan Year beginning on
         or after December, 1988.



                                       6
<PAGE>




1.18     "PARTICIPATION"   shall  mean  any  Employee  who  has   satisfied  the
         eligibility  requirements  of  Article  Three and who is  participating
         under the Plan.

 1.19    "PLAN"  shall mean the Plan as set forth  herein and as it may be
         amended from time to time. 

1.20     "PLAN  YEAR"  shall  mean  the  twelve   (12)-consecutive-month  period
         beginning December 1 and ending November 30.

1.21     "SERVICE" shall mean service or employment with the Employer.

1.22     "TRUST"  shall  mean the  Trust  Agreement  entered  into  between  the
         Employer and the Trustee  forming part of this Plan,  together with any
         amendments  thereto.  "TRUST FUND" shall mean any and all property held
         by the Trustee  pursuant to the Trust  Agreement,  together with income
         therefrom.

1.23     "TRUSTEE"  shall mean the  Trustee or Trustees  appointed  by the
         Employer, and any successors thereto.

1.24     "VALUATION  DATE" shall mean the annual date selected by the Actuary as
         of which Plan assets are valued and liabilities determined for purposes
         of an actuarial valuation.

1.25     "YEAR  OF   SERVICE"   shall   mean  a  twelve   (12)-consecutive-month
         computation  period in which an Employee is credited  with one thousand
         (1,000) or more Hours of Service.

         For  purposes  of  eligibility  to  participate  and  to  reparticipate
         following a Break in Service,  the date an Employee  performs his first
         Hour of  Service  shall be the  beginning  of the  computation  period.
         Thereafter,  the Plan Year that  includes  the last day of the  initial
         computation period shall be used as the computation period for purposes
         of  eligibility  to  participate  in the Plan.  Succeeding  computation
         periods shall be based on succeeding Plan Years.

         For purposes of benefit  accrual  under Section 4.1 and for purposes of
         determining a Participant's nonforfeitable right to his Accrued Benefit
         under Section 4.5 and his Early  Retirement Date under Section 4.3, the
         twelve  (12)-month  period  coincident  with the Plan  Year in which an
         Employee is credited with one thousand (1,000) or more Hours of Service
         shall be the computation period.  Credit for a Year of Service shall be
         granted on completion of the one  thousandth  (1,000th) Hour of Service
         in each computation period.


                                       7
<PAGE>



                  ARTICLE TWO--SPECIAL RULES RELATED TO SERVICE



2.1      CESSATION OF EMPLOYMENT AND RETURN TO SERVICE.  An Employee who
         returns to employment  after a Break in Service shall retain credit for
         his pre-Break Years of Service;  provided,  however,  that if, when the
         Employee incurred his Break in Service, he had not completed sufficient
         Years of Service to be credited  with a vested  benefit  under  Article
         Four, his pre-Break Years of Service shall be disregarded if the number
         of consecutive Breaks in Service equal or exceed five (5).

         If an  Employee  incurred  a Break in  Service  prior to the Plan  Year
         commencing in 1985, the  determination of such  Participant's  Years of
         Service shall be governed by the rules in effect at his  termination of
         Service.


2.2      MATERNITY/PATERNITY FAMILY LEAVE OF ABSENCE.  An Employee who is absent
         from work for an approved  leave of absence due to Parental,  Family or
         Medical  Leave  shall be  credited  with the number of Hours of Service
         (not in excess of 501) equal to:

         (a)  the number of Hours of Service which otherwise would normally have
              been credited to such Employee but for such absence; or

         (b)  in any case in which the number of Hours of Service  described  in
              paragraph (a) cannot be determined, eight Hours of Service per day
              of such absence.

         In no event shall more than five hundred and one (501) of such hours be
         credited  by reason of such  period of  absence.  The Hours of  Service
         shall be credited in the  computation  period (used for measuring Years
         of  Service  for  vesting  purposes)  which  starts  after the leave of
         absence begins. However, the Hours of Service shall instead be credited
         in  the  computation  period  in  which  the  absence  begins  if it is
         necessary to credit the Hours of Service in that computation  period to
         avoid the occurrence of a Break in Service.

         For  purposes of this Section 2.2,  Parental,  Family or Medical  Leave
         means  absence  from work for  maternity  or  paternity  reasons (1) by
         reason of the pregnancy of the  individual,  (2) by reason of the birth
         of the child of the  individual,  (3) by reason of the  placement  of a
         child with the individual in connection with the adoption of such child
         by such individual,  or (4) for purposes of caring for such child for a
         period  beginning   immediately  following  such  birth  or  placement.
         Effective as of August 5, 1993, Parental, Family or Medical Leave shall
         include an absence from  employment,  not to exceed 12 weeks, for which
         an Employee is entitled to leave under Section 102(a) of the Family and
         Medical Leave Act of 1993 for the maternity or paternity reasons stated
         above or (A) to care for a spouse,  child or  parent  who has a serious
         health  condition or (B) to care for the  Employee's own serious health
         condition.



                                       8
<PAGE>



2.3      SERVICE IN EXCLUDED JOB CLASSIFICATION, WITH RELATED COMPANIES.

         (a)  Service  while  a  Member  of  an  Ineligible   Classification  of
              Employees.   An  Employee  who  is  a  member  of  an   ineligible
              classification  of Employees  shall not be eligible to participate
              in the Plan  while a  member  of such  ineligible  classification.
              However,  if any  such  Employee  is  transferred  to an  eligible
              classification, then for purposes of eligibility to participate in
              the  Plan  under  Section  3.1  and  determining  a  Participant's
              nonforfeitable  right to his Accrued  Benefit  under  Section 4.5,
              such  Employee  shall be credited  with any prior Years of Service
              completed while a member of such an ineligible classification. For
              this  purpose,  an  Employee  shall be  considered  a member of an
              ineligible  classification  of  employees  for any  period  during
              which:  (i) he is a Leased  Employee;  or (ii) he is employed in a
              job  classification  which is excluded from  participating  in the
              Plan under Section 3.1.

         (b)  Service with Related  Group  Members.  For each Plan Year in which
              the  Employer  is a member of a "related  group",  as  hereinafter
              defined,  an Employee's  Years of Service  (solely for purposes of
              eligibility  to  participate  in the Plan  under  Section  3.1 and
              determining a  Participant's  nonforfeitable  right to his Accrued
              Benefit  under  Section  4.5) and with any one or more  members of
              such related group shall be treated as employment by the Employer.
              The transfer of employment by any such Employee to another  member
              of the related group shall not be deemed to constitute  retirement
              or other termination of employment by the Employer for purposes of
              the Plan,  but the Employee  shall be deemed to have  continued in
              employment  with the  Employer  for  purposes  hereof,  except for
              benefits   accrued   under  Section  4.1.  For  purposes  of  this
              subsection  (b),  "related  group" shall mean the Employer and all
              corporations,  trades or businesses  (whether or not incorporated)
              which  constitute  a  controlled  group of  corporations  with the
              Employer,  a group of trades or  businesses  under common  control
              with the Employer,  or an affiliated  service group which includes
              the Employer,  within the meaning of Code Sections 414(b), 414(c),
              or  414(m),  respectively,  or any  other  entity  required  to be
              aggregated under Code Section 414(o).

         (c)  Construction.  This Section is included in the Plan to comply with
              Code  provisions  regarding the  crediting of Service,  and not to
              extend  any   additional   rights  to  Employees   in   ineligible
              classifications other than as required by the Code and regulations
              thereunder.



                                       9
<PAGE>



                        ARTICLE THREE--PLAN PARTICIPATION


3.1      PARTICIPATION.  All  Employees  participating  in the Plan prior to its
         restatement shall continue to participate, subject to the terms hereof.
         Each other hourly  Employee  shall become a Participant  under the Plan
         effective on the first day of the Plan Year or first day of the seventh
         month of the Plan Year after (i) completing one (1) Year of Service and
         (ii) attaining age eighteen (18).

         In no event,  however,  shall any Employee  participate  under the Plan
         while he is included  in a unit of  Employees  covered by a  collective
         bargaining   agreement   between   the   Employer   and  the   Employee
         representatives  under which  agreement  retirement  benefits  were the
         subject of good faith bargaining.

3.2      REEMPLOYMENT OF FORMER PARTICIPANT.  A Participant whose
         participation   ceased  because  of  termination  of  employment   will
         immediately participate on returning to employment, if such Participant
         had a  nonforfeitable  right under  Article  Four to any portion of his
         Accrued Benefit derived from Employer contributions. If such reemployed
         Participant  was not vested  under  Article  Four upon  termination  of
         employment,  he shall again become a Participant in accordance with the
         provisions of Section 2.1 and Section 3.1.

3.3      TERMINATION OF  ELIGIBILITY.  In the event a Participant is no longer a
         member of an eligible  class of Employees and he becomes  ineligible to
         participate  but has not  incurred a Break in  Service,  such  Employee
         shall  participate  immediately  upon returning to an eligible class of
         Employees.  If such Participant incurs a Break in Service,  eligibility
         will be  determined  under the Break in Service rules in Section 2.1 of
         the Plan.

         In the event an Employee  who is not a member of an  eligible  class of
         Employees  becomes a member of an eligible  class,  such Employee shall
         participate  immediately if such Employee has satisfied the eligibility
         requirements of Section 3.1 and would have otherwise  previously become
         a Participant.

3.4      WAIVER OF  PARTICIPATION.  An  Employee  shall  have the right to waive
         participation  in the  Plan by  executing  a form  which  explains  the
         consequences of waiving participation  hereunder. An Employee shall not
         be  entitled  to  waive  participation  in the Plan if his  failure  to
         participate  would jeopardize the Employer's  ability to have this Plan
         or any other retirement plan satisfy the minimum coverage  requirements
         of Section 410(b) of the Code.


                                       10
<PAGE>



                           ARTICLE FOUR--PLAN BENEFITS


4.1      NORMAL RETIREMENT  BENEFIT.  Each Participant who retires at his Normal
         Retirement  Date  shall be  entitled  to  receive a monthly  retirement
         benefit  determined as of such date. The amount of his monthly  benefit
         shall be equal to six dollars  ($6.00) times his Years of Service up to
         a maximum of forty (40). A Participant's  right to his benefit shall be
         nonforfeitable  upon reaching his Normal  Retirement  Date and shall be
         payable under the rules specified in Article Five.

4.2      LATE RETIREMENT BENEFIT. A Participant who remains in the employ of the
         Employer  after his Normal  Retirement  Date shall not be  eligible  to
         receive a distribution until his actual retirement date, subject to the
         provisions of Section 5.5 below. At the Participant's actual retirement
         date,  he shall be  entitled  to receive a monthly  retirement  benefit
         determined  under Section 4.1 based on his Years of Service credited as
         of his actual retirement date.

4.3      EARLY  RETIREMENT.  A  Participant  who  separates  from Service  after
         becoming entitled to a nonforfeitable percentage of his Accrued Benefit
         shall be  entitled  to  elect to  receive  a  distribution  of an early
         retirement benefit. The early retirement benefit shall be the Actuarial
         Equivalent of the Participant's Accrued Benefit and may commence at any
         time after the Participant's  termination of Service, as elected by the
         Participant.  The early  retirement  benefit shall be payable under the
         rules specified in Article Five.

4.4      DISABILITY RETIREMENT.

         (a)  Payment of Actuarial  Equivalent in the Event of Disability.  If a
              Participant  shall  separate from Service with the Employer  after
              being  credited  with no less than ten (10)  Years of  Service  by
              reason of total and permanent disability, the Participant shall be
              entitled to receive disability  payments determined as of the date
              of his  disability  retirement  in an amount  equal to his Accrued
              Benefit.  The  monthly  benefit  shall  not  be  reduced  for  the
              commencement of payment before the Participant's Normal Retirement
              Date. "Total and permanent disability" shall mean suffering from a
              physical  or  mental   condition  that,  in  the  opinion  of  the
              Administrator,  in  accordance  with  uniform  rules  consistently
              applied,   and  based   upon   appropriate   medical   advice  and
              examination,  can be  expected  to prevent  the  Participant  from
              continuing his employment with the Employer in his  pre-disability
              capacity.  Receipt of a Social Security  Disability award shall be
              deemed proof of total and permanent disability.

         (b)  Effect  of  Recovery  From  Disability.   If,  upon  recover  from
              disability, a Participant is reemployed by the Employer, his Years
              of Service up to the date of his retirement  for disability  shall
              be restored  and he shall  commence to accrue  benefits  under the
              Plan based upon his Years of Service  both  before his  retirement
              for  disability  and after  his  reemployment.  However,  the Plan
              benefits  to  which he may  become  entitled  thereafter  shall be
              reduced by the  Actuarial  Equivalent of the  disability  payments
              received.



                                       11
<PAGE>




         (c)  Continuing Evidence of Disability.  A disabled  Participant may be
              required  to submit  evidence  of his  continued  eligibility  for
              disability   income   benefits  at  any  time  during   disability
              retirement prior to his Normal  Retirement Date, but not more than
              semiannually,  to determine whether he is eligible for continuance
              of the disability pension.  In the event the disabled  Participant
              fails to submit  evidence of his  continued  eligibility  for such
              disability  benefits when requested,  his disability pension shall
              be discontinued until he submits such evidence.

4.5      VESTING.  In the event that a  Participant's  Service with the Employer
         terminates  for reasons  other than death,  disability,  Normal or Late
         Retirement,  such Participant  shall have a  nonforfeitable  right to a
         percentage  of his Accrued  Benefit as  determined  under the following
         schedule.  The benefit  shall be payable  under the rules  specified in
         Article Five.

              YEARS OF SERVICE               Vested Percentage

             Less than 3 years                       0%
                     3                              20%
                     4                              40%
                     5                              60%
                     6                              80%
                 7 or more                          100%


         The  nonvested  portion of a  Participant's  Accrued  Benefit  shall be
         forfeited  as of the  earlier  of (i) the last day of the Plan  Year in
         which the  Participant  receives a  distribution  of his vested Accrued
         Benefit or (ii) the last day of the Plan Year in which the  Participant
         incurs a Break in Service. The amount forfeited shall be used to reduce
         Employer contributions under Section 6.1.

4.6      DEATH BENEFITS.

         (a)  Qualified Spousal Survivor Annuity. If a Participant dies while in
              the employ of the  Employer  and is survived  by his  spouse,  the
              following  minimum death benefit shall be provided  under the Plan
              to the Participant's spouse: a monthly benefit equal to the amount
              which  the  Participant's   spouse  would  have  received  if  the
              Participant  had (i) separated  from Service on the date of death,
              (ii)  survived to the earliest  retirement  age under the Plan, if
              later than his attained age and (iii) commenced receiving benefits
              under the joint and survivor  annuity  described in Section 5.2 on
              the day prior to his death.

              If a Participant who terminated employment, for any reason, with a
              right  to a  deferred  vested  benefit  should  die  prior  to the
              commencement  of his benefit  and be  survived by his spouse,  the
              Participant's  surviving  spouse  shall be  entitled  to receive a
              minimum  death  benefit  in an  amount  equal  to that  which  the
              surviving  spouse would have received under the terms of the above
              paragraph based on the Participant's  vested Accrued Benefit as of
              the date of his death.



                                       12
<PAGE>




              Such  minimum  death  benefit  shall be paid to the  Participant's
              surviving  spouse  during the  remainder  of his or her  lifetime.
              However,  if the present  value of such death  benefit,  as of the
              date  of  the   Participant's   death,  does  not  exceed  $3,500,
              distribution of such death benefit shall automatically be made, in
              the form of an Actuarially Equivalent lump-sum payment, as soon as
              practicable following the Participant's death.

         (b)  Death After  Commencement of Benefit.  If a Participant dies after
              payment of  benefits  has  commenced,  no death  benefit  shall be
              payable  except as provided in the form of benefit  elected by the
              Participant under Article Five.




                                       13
<PAGE>



                   ARTICLE FIVE-TIME AND MODE OF DISTRIBUTION
                                OF PLAN BENEFITS


5.1      NORMAL  FORM OF  BENEFIT.  The  pension  formula  under  Section 4.1 is
         calculated   to  produce  a  benefit  in  the  form  of  equal  monthly
         installments,  payable to the  Participant  during his  lifetime,  with
         payments  ceasing in the month of his death,  subject to the succeeding
         provisions  of  this  Article  Five.  For a  married  Participant,  the
         provisions  of  Section  5.3  shall  apply  in lieu  of  this  Section.
         Alternatively,  a  Participant  shall be permitted to select any of the
         options in Section 5.3.

5.2      JOINT AND SURVIVOR  ANNUITY.  For any Participant who is married at his
         "annuity  starting  date," his benefit  under the Plan shall be paid in
         the  form of a  "qualified  joint  and  survivor  annuity"  unless  the
         Participant,  with the consent of his spouse, elects to waive such form
         of  benefit  during  the  period  described  in  paragraph  (d)  below;
         provided,  however,  that the consent of the Participant's spouse shall
         not be  required  if the  Participant  selects  the option set forth in
         Section 5.3(c) and names his spouse as his  Beneficiary.  The requisite
         spousal  consent  shall be in writing and must be  witnessed  by a Plan
         official or notary  public,  and shall apply only to the  Participant's
         spouse who signs such waiver.

         (a)  The  "qualified  joint and survivor  annuity" means an annuity for
              the life of the Participant  with a survivor  annuity for the life
              of the  Participant's  spouse equal to fifty  percent (50%) of the
              amount  of the  annuity  payable  during  the  joint  lives of the
              Participant and the Participant's  spouse. The qualified joint and
              survivor  annuity  shall  be  the  Actuarial   Equivalent  of  the
              Participant's Accrued Benefit payable in the normal form specified
              under Section 5.1.

         (b)  The  Participant  may  elect  to waive  the  qualified  joint  and
              survivor  annuity  form of benefit at any time during the election
              period.  Such  an  election  must be  made  in  writing  in a form
              acceptable to the Administrator. However, an election to waive the
              qualified joint and survivor  annuity shall not take effect unless
              (1) the Participant's  spouse consents in writing to the election,
              (2) the election designates a specific alternate  Beneficiary,  if
              applicable, including any class of Beneficiaries or any contingent
              Beneficiaries,  which may not be changed  without  spousal consent
              (unless the Participant's spouse expressly permits designations by
              the  Participant  without any further  spousal  consent),  (3) the
              spouse's consent acknowledges the effect of the election,  and (4)
              the spouse's  consent is witnessed by a Plan  representative  or a
              notary  public.  In  addition,   a  Participant's  waiver  of  the
              qualified joint and survivor annuity shall not be effective unless
              the election designates a form of benefit payment which may not be
              changed  without  spousal  consent  (or the  Participant's  spouse
              expressly  permits  designation  by the  Participant  without  any
              further spousal consent).  Notwithstanding the foregoing,  spousal
              consent  hereunder  shall not be required if it is  established to
              the  satisfaction of the  Administrator  that the spouse's consent
              cannot be  obtained  because  such spouse  cannot be  located,  or
              because  of  such  other  circumstances  as may be  prescribed  in
              regulations pursuant to Code Section 417.

         (c)  Any  consent  by  a  spouse   obtained   under  this  Section  (or
              establishment  that the  consent of a spouse may not be  obtained)
              shall be effective only with respect to such spouse. A



                                       14
<PAGE>



              consent that permits  designations by the Participant  without any
              requirement  of further  consent by such spouse  must  acknowledge
              that the  spouse  has the  right to limit  consent  to a  specific
              Beneficiary,  and/or a specific form of benefit where  applicable,
              and that the spouse  voluntarily  elects to  relinquish  either or
              both of such  rights.  No consent  obtained  under this  provision
              shall be valid  unless  the  Participant  has  received  notice as
              provided  below.  In addition,  any waiver made in accordance with
              this Section may be revoked at any time prior to the  commencement
              of benefits  under the Plan. A  Participant  is not limited to the
              number of revocations or elections that may be made hereunder.

         (d)  The  "election  period"  under  this  Section  shall be the ninety
              (90)-day  period prior to the "annuity  starting date," which date
              shall be the first  day of the first  period in which an amount is
              payable as an  annuity  or, if such  benefit is not  payable as an
              annuity,  the  first  day on which  the  Participant  may begin to
              receive a distribution from the Plan.

         (e)  The Administrator shall provide to each Participant,  no less than
              thirty  (30)  days or more  than  ninety  (90)  days  prior to the
              election period, a written explanation of:

              (1)   the terms and conditions of the qualified joint and survivor
                    annuity;

              (2)   the  Participant's  right to make,  and the  effect  of,  an
                    election to waive such annuity;

              (3)   the  right  of  the   Participant's   spouse  regarding  the
                    requisite  spousal  consent  to an  election  to  waive  the
                    qualified joint and survivor annuity; and

              (4)   the right to make,  and the  effect of, a  revocation  of an
                    election to waive such annuity.

         (f)  Notwithstanding  the  provisions  of this  Section,  the qualified
              joint and survivor annuity  requirements set forth above shall not
              apply  for any  Participant  whose  present  value  of his  vested
              Accrued  Benefit is $3,500 or less,  as  determined  by use of the
              applicable  assumptions  set forth in Section 1.2. For purposes of
              determining  whether a  Participant's  vested  Accrued  Benefit is
              subject to the qualified joint and survivor  annuity  requirements
              hereunder,  the  value of any  amounts  transferred  from  another
              qualified  plan to the Plan shall be  aggregated  with such vested
              Accrued Benefit.

         (g)  Once  payments  have  commenced  hereunder,  the  form of  benefit
              payment may not be changed.

5.3      OPTIONAL  FORMS OF BENEFIT  PAYMENTS.  In lieu of the  normal  forms of
         benefit  described  under Sections 5.1 and 5.2, a Participant may elect
         to receive (with the consent of his spouse,  if required  under Section
         5.2) any of the alternative forms of benefit described below:

         (a)  A monthly  benefit  payable  to and  during  the  lifetime  of the
              Participant   with   payments   ceasing   in  the   month  of  the
              Participant's death.

         (b)  A monthly  benefit  payable  to and  during  the  lifetime  of the
              Participant,  and in the event of the  Participant's  death  after
              payments  have  commenced,  but  prior  to the  completion  of one
              hundred and twenty (120) monthly  payments,  the monthly  payments
              shall continue to be


                                       15
<PAGE>



              paid to the Participant's  designated Beneficiary until a combined
              total of one hundred and twenty (120)  monthly  payments have been
              received  by  the   Participant  and  his   Beneficiary.   If  the
              Beneficiary  predeceases  the  Participant,  the  balance  of  the
              payments,  if any, will be made to the Participant's  estate or to
              such other Beneficiary as the Participant may have designated.

         (c)  A monthly  benefit  payable  to and  during  the  lifetime  of the
              Participant,  and in the event of the  Participant's  death  after
              payments  have  commenced,  but  prior  to the  completion  of one
              hundred and eighty (180) monthly  payments,  the monthly  payments
              shall  continue  to  be  paid  to  the  Participant's   designated
              Beneficiary until a combined total of one hundred and eighty (180)
              monthly  payments  have been received by the  Participant  and his
              Beneficiary.  If the Beneficiary predeceases the Participant,  the
              balance of the payments, if any, will be made to the Participant's
              estate or to such other  Beneficiary as the  Participant  may have
              designated.

         (d)  A lump sum.

         Any of the  alternative  forms  of  benefit  set  forth  above  (except
         installment  payments  under  Section  5.3(e))  shall be the  Actuarial
         Equivalent  to the normal  form of benefit  described  in Section  5.1.
         Provided,  however,  that in no event shall a form of benefit hereunder
         provide a benefit in excess of the amount  permitted under Code Section
         401(l) and the regulations promulgated thereunder.

         Benefit  elections shall be in writing and shall be filed in accordance
         with   uniform    administrative    procedures   established   by   the
         Administrator.  If the Beneficiary dies after the election of an option
         but prior to the  commencement  of  payments  to the  Participant,  the
         election  shall  be null and void and the  Participant  may  elect  any
         alternative  form of payment.  If the  Beneficiary  dies  following the
         commencement  of monthly  payments to a  Participant  under Section 5.3
         (c),   payment  of  the  monthly  income  will  continue  only  to  the
         Participant.

5.4      REVOCATION OR CHANGE OF OPTIONAL FORM.  A Participant may revoke or
         change any election  previously  made,  or deemed to be made under this
         Article Five, ninety (90) days prior to the date of commencement of his
         benefits,  in the form and manner prescribed by the Administrator.  The
         Administrator may waive such ninety (90)-day requirement.

5.5      TIME OF COMMENCEMENT OF RETIREMENT PAYMENTS.  Except as otherwise
         provided  below,  distribution of benefits to a Participant who retires
         on or after his Normal Retirement Date, or who terminates employment as
         a result of his "permanent and total  disability" as defined in Section
         4.4 above, or as a result of his early retirement as defined in Section
         4.3,  shall  commence no later than sixty (60) days following the close
         of the Plan Year in which such event  occurred,  unless the Participant
         elects to defer  receipt of his benefits  subject to the  provisions of
         this Section. However, if the present value of the Participant's vested
         Accrued  Benefit exceeds $3,500 (as determined by use of the applicable
         assumptions  set forth under Section 1.2),  distribution of his benefit
         shall not commence prior to such  Participant's  Normal Retirement Date
         unless the Participant otherwise elects in writing.

         If a Participant terminates employment for any reason other than Normal
         Retirement, early



                                       16
<PAGE>



         retirement,  disability or death,  distributions  of his benefits shall
         commence as soon as  administratively  practical following the close of
         the Plan Year in which he incurs a Break in  Service.  However,  if the
         present  value of the  Participant's  vested  Accrued  Benefit  exceeds
         $3,500 (as  determined by use of the applicable  assumptions  set forth
         under  Section  1.2),  distribution  of his benefit  shall not commence
         prior  to  such   Participant's   Normal  Retirement  Date  unless  the
         Participant otherwise elects in writing.

         The failure of a  Participant  to consent to a  distribution  while the
         vested Accrued Benefit is immediately  distributable shall be deemed to
         be an election to defer commencement of payment of such benefit.

         If a Participant  receives a lump sum  distribution  from the Plan as a
         result of  terminating  his  employment,  he shall,  at such time as he
         again  becomes  an  Employee,  have the right to  restore  his  Accrued
         Benefit to the extent  forfeited  upon the repayment to the Plan of the
         full amount of the distribution,  plus interest  compounded annually at
         the rate determined for purposes of Code Section  411(c)(2)(C) from the
         date  of  distribution  to the  date  of  requirement.  Such  right  of
         repayment by the  Participant  shall  terminate upon the earlier of (i)
         five years from the individual again becoming an Employee,  or (ii) the
         completion of five consecutive  Breaks in Service following the date of
         distribution of the lump sum to the Participant.

         Notwithstanding  any  provision  contained  herein to the  contrary,  a
         Participant  who is not vested in any  portion of his  Accrued  Benefit
         attributable to Employer contributions shall be deemed to have received
         a distribution  of such Accrued  Benefit as of the end of the Plan Year
         in which he incurs a Break in Service. In the event such Participant is
         credited  with an Hour of Service  before  incurring  five  consecutive
         Breaks  in  Service,  his  vested  Accrued  Benefit  previously  deemed
         distributed to him will be deemed repaid to the Plan.

         A Participant  may elect to defer receipt of his  retirement  benefits;
         provided,  however,  that in no event shall the  distribution  commence
         later  than the April 1st  following  the end of the  calendar  year in
         which the Participant attains age seventy and one-half (70 1/2), unless
         the Participant attained age seventy and one-half (70 1/2) on or before
         January 1, 1988 and was not a five percent (5%) owner of the  Employer,
         or the  Participant  signed a timely  election form  complying with the
         provisions of Section 242(b) of TEFRA.  For any  Participant who signed
         such a form,  or who have attained age seventy and one-half (70 1/2) on
         or  before  January  1,  1988 and was not a five  percent  (5%)  owner,
         payment  must  be  made or  commence  by the  later  of the  April  1st
         following  the calendar  year of  retirement or the April 1st following
         the  calendar  year in  which  age  seventy  and  one-half  (70 1/2) is
         attained.

5.6      SUSPENSION OF BENEFITS UPON RE-EMPLOYMENT.  In the event that a retired
         or terminated  Participant is re-employed by the Employer,  his monthly
         benefit  (if  any)  shall  be  suspended   during  the  period  of  his
         re-employment.  Upon his subsequent  retirement or other termination of
         employment, his benefit (if any) shall be determined in accordance with
         the applicable  provisions of the Plan then in effect, with recognition
         of his  prior  Service  in  accordance  with such  provisions  and with
         appropriate actuarial adjustment to reflect any benefits paid under the
         Plan prior to his  re-employment,  but the amount of his benefit  shall
         not be less  than if he had  not  been  re-employed,  nor  shall  it be
         greater  than the  benefit he would  otherwise  have  received  had his
         employment been continuous.


                                       17
<PAGE>




5.7      NOTICE TO  EMPLOYEES.  If a  Participant  remains  in the employ of the
         Employer after his Normal Retirement Date thereby deferring the payment
         of his monthly  benefit,  or if a retired or terminated  Participant is
         re-employed   thereby  resulting  in  the  suspension  of  his  monthly
         retirement  benefit,  the Administrator shall notify the Participant of
         the deferral or  suspension  of his benefit;  such notice shall contain
         such  information and shall be given at such time as may be required by
         applicable law or regulation.

5.8      DESIGNATION  OF  BENEFICIARY.  Each  Participant  shall  file  with the
         Administrator  a designation of  Beneficiary to receive  payment of any
         death benefits payable under an alternative  payment option selected by
         the Participant  under Section 5.3 if such  Beneficiary  should survive
         the  Participant.  However,  no  Participant  who is  married  shall be
         permitted to designate a  Beneficiary  other than his spouse unless the
         Participant's  spouse has signed a written consent  witnessed by a Plan
         representative  or a  notary  public,  which  consent  provides  for  a
         designation of an alternate Beneficiary.

         Subject to the above,  Beneficiary designations may include primary and
         contingent Beneficiaries,  and may be revoked or amended at any time in
         similar manner or form, and the most recent  designations shall govern.
         In the absence of an effective  designation of  Beneficiary,  or if the
         Beneficiary  dies before  complete  distribution  of the  Participant's
         benefits,  all  amounts  shall be paid to the  surviving  spouse of the
         Participant, if living, or to the Participant's estate. Notification to
         Participants  of the  death  benefits  under  the Plan  and the  method
         designating a Beneficiary  shall be given at the time and in the manner
         provided by regulations and rulings under the Code.

5.9      MODE OF DEATH BENEFITS.  The Beneficiary  shall be allowed to designate
         the mode of receiving benefits unless the Participant had designated in
         writing a method of distribution.  However, no designation of a payment
         method by a  Participant  shall prevent the  Participant's  spouse from
         receiving  the  qualified  spousal  survivor  annuity,  as described in
         Section 4.5(a),  provided such benefit shall otherwise be payable under
         the Plan.

         If payments start at the "required time" (as defined below), and if all
         payments  are to be made to or for the  benefit of one or more  natural
         persons, the following distribution modes shall be available:

         (a)  a level  pension,  which is the Actuarial  Equivalent of the death
              benefit, payable for the Beneficiary's lifetime;

         (b)  a lump sum; and

         (c)  installment  payments of the lump sum (in a manner similar to that
              in  Section   5.3(e))  paid  over  the  life   expectancy  of  the
              Beneficiary. (If the Beneficiary is the spouse of the Participant,
              the  Beneficiary  shall be  permitted  to  recalculate  such  life
              expectancy each year.)

         The "required  time" for  commencement  of payments shall be within one
         year of the Participant's  death or, in the case of a surviving spouse,
         no later than the date on which the Participant  would have reached age
         seventy and one-half (70 1/2). (If a surviving spouse dies before


                                       18
<PAGE>



         distributions  to the spouse begin,  this paragraph shall be applied as
         if the surviving spouse were the Participant.)

         If payments  start after the required  time, or to the extent  payments
         are not  designated  to or for the  benefit  of a natural  person,  the
         following distribution modes shall be available:

         (a)  lump sum; and
         (b)  payments  of  installments  at such  time  and in such  amount  as
              determined by the  Beneficiary,  provided that all amounts must be
              paid within five (5) years of the Participant's death.

         If a  Participant  dies  after  payments  to him  have  commenced,  any
         survivor's  benefit  must be paid no less  rapidly  than the  method of
         payment in effect at the time of the Participant's death.

         Nothing within this Section shall invalidate any Participant's previous
         designation  of  a  mode  of  paying  death  benefits,   provided  such
         designation  was made prior to  January  1, 1984 and was in  accordance
         with all  requirements  announced by the Internal  Revenue Service with
         respect to the transitional  rule  established  under Section 242(b) of
         TEFRA.  No  modification of the mode set out in any such election shall
         be allowed, however, unless it is in compliance with this Section 5.9.

5.10     MINIMUM DISTRIBUTION RULES.

         (a)  In the case of  installment  payments  for  distributions  made to
              comply  with  the  provisions  of  Code  Section  401(a)(9),   the
              following rules shall apply:

              (1)   Payments to  Participant  or to  Participant  and  Surviving
                    Spouse.  Payments  shall  commence  no  later  than the date
                    provided for in Section  5.5.  The amount to be  distributed
                    each  year  shall be at  least  equal  to the  balance  in a
                    segregated   installment   account,   as  of  the  preceding
                    Valuation Date,  multiplied by the following  fraction:  the
                    numerator  of  the  fraction   shall  be  one  (1)  and  the
                    denominator  shall be the life expectancy of the Participant
                    (or  joint  life  expectancies  of the  Participant  and his
                    spouse)  determined as of the Valuation  Date  preceding the
                    first  payment  and  reduced by one (1) for each  succeeding
                    year.

              (2)   Payments to Participant and Non-Spouse Beneficiary. Payments
                    shall  commence  no later than the date  provided in Section
                    5.5.  The  amount to be  distributed  each year  shall be at
                    least  equal to the  balance in the  segregated  installment
                    account, as of the preceding  Valuation Date,  multiplied by
                    the following fraction:  the numerator of the fraction shall
                    be one (1) and  the  denominator  shall  be the  joint  life
                    expectancy of the Participant  and his Beneficiary  computed
                    as of the  Valuation  Date  preceding  the first payment and
                    reduced by one (1) for each succeeding year.  Payments shall
                    be restricted  under this option to ensure  compliance  with
                    the   minimum   distribution    incidental   death   benefit
                    requirement  of Code Section  401(a)(9) and the  regulations
                    promulgated thereunder.

              (3)   Payments to  Beneficiary.  Payments  shall commence no later
                    than the date  provided for in Section 5.9. The amount to be
                    distributed each year shall be at least equal to



                                       19
<PAGE>



                    the  lump-sum  value  of the  Participant's  vested  Accrued
                    Benefit as of the preceding Valuation Date multiplied by the
                    following  fraction:  the numerator shall be one (1) and the
                    denominator   shall   be   the   life   expectancy   of  the
                    Participant's  Beneficiary computed as of the Valuation Date
                    preceding  the first payment and reduced by one (1) for each
                    succeeding year.

              (4)   Recalculation of Life  Expectancy.  If distribution is to be
                    made over the life expectancy of the  Participant,  or where
                    the  Participant's  spouse  is  his  Beneficiary,  the  life
                    expectancy of the  Participant's  surviving  spouse,  or the
                    joint life  expectancies  of the Participant and his spouse,
                    such life expectancy or joint life  expectancies may, at the
                    election of the  Participant or his surviving  spouse as the
                    case may be, be  recalculated  annually.  Any such  election
                    shall be irrevocable as to the Participant  (and spouse,  if
                    applicable)  and shall apply to all subsequent  years. In no
                    event,  however,  shall the life  expectancy  of a nonspouse
                    Beneficiary be recalculated.

5.11     ANNUITY  INCOME.  Subject to the provisions of Sections 4.6(a) and 5.2,
         the  Administrator may direct the Trustee to purchase from an insurance
         company  selected by the  Administrator  an annuity  contract that will
         provide  the  monthly  income  in an  amount  equal to that  which  the
         Participant  or Beneficiary is entitles under the Plan. In the event an
         annuity  contract is so purchased,  the contract may either be assigned
         to the  Participant of his  Beneficiary on a  nontransferable  basis or
         held  by  the  Trustee  for  the  benefit  of  the  Participant  or his
         Beneficiary.

5.12     ROLLOVERS TO OTHER PLANS OR IRAS.  Notwithstanding  any other provision
         of the Plan to the contrary, as to any distribution made after December
         31,  1992,  a  distributee  may  elect,  at the time and in the  manner
         prescribed  by the  Administrator,  to have any  portion of an Eligible
         Rollover  Distribution  paid  directly to an Eligible  Retirement  Plan
         specified by the distributee in a direct rollover.

         For purposes of this Section  5.12,  the  following  definitions  shall
apply.

         (1)  Eligible Rollover Distribution.  An Eligible Rollover Distribution
              is any  distribution  of all or any  portion of the balance to the
              credit  of the  distributee,  except  that  an  Eligible  Rollover
              Distribution does not include:

              (a)   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  beneficiary,  or for a
                    specified period of ten years or more.

              (b)   any distribution to the extent such distribution is required
                    under Section 401(a)(9) of the Code; and

              (c)   the portion of any  distribution  that is not  includible in
                    gross income (determined without regard to the exclusion for
                    net  unrealized   appreciation   with  respect  to  employer
                    securities).

         (2)  Eligible  Retirement  Plan.  An  Eligible  Retirement  Plan  is an
              individual retirement account


                                       20
<PAGE>



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

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

         (4)  Direct Rollover. A direct rollover is a payment by the Plan to the
              Eligible Retirement Plan specified by the distributee.



                                       21
<PAGE>



                      ARTICLE SIX--EMPLOYER CONTRIBUTIONS,
                    ROLLOVERS AND TRANSFERS FROM OTHER PLANS


6.1      EMPLOYER CONTRIBUTIONS.  The Employer shall retain an Actuary to assist
         it in  determining  the  amount of  contributions  to be made under the
         Plan.  The  contribution  of the Employer may be paid to the Trustee on
         any date or  dates  which  the  Employer  may  select,  subject  to the
         requirements  of applicable  law, and shall be made in the form of cash
         or checks made payable to the Trustee.

6.2      FORFEITURES.  No forfeiture under the Plan shall be applied to increase
         the  benefits  that any  Participant  or  Beneficiary  would  otherwise
         receive. Any amounts forfeited shall be held in the Trust Fund and used
         to reduce the contributions of the Employer.

6.3      ROLLOVERS AND TRANSFERS OF FUNDS FROM OTHER PLANS. With the approval of
         the Administrator,  there may be paid over to the Trustee amounts which
         have been held under  other  plans  qualified  under Code  Section  401
         either (a) maintained by the Employer which have been  discontinued  or
         terminated  with respect to any Employee,  or (b) maintained by another
         employer with respect to which any Employee has ceased to  participate.
         Any  such  transfer  or  rollover  may  also  be made  by  means  of an
         Individual  Retirement  Account  qualified under Code Section 408 where
         the Individual Retirement Account was used as a conduit from the former
         plan.  Any amounts so  transferred  on behalf of any Employee  shall be
         nonforfeitable  and shall be maintained  under a separate Plan account,
         to be paid in addition to amounts otherwise payable under the Plan. The
         amounts of any such account  shall be equal to the fair market value of
         such account as adjusted for income,  expenses, gains and losses. If an
         Employee has not satisfied the eligibility  requirements of Section 3.1
         but has  either  transferred  or  rolled  over an amount  from  another
         qualified plan,  such Employee shall be considered a Participant  under
         the Plan but only to the  extent of such  transferred  or  rolled  over
         amount.

         Subject to the approval of the Administrator, the Trustee is authorized
         to pay to the trustee or custodian of other qualified  retirement plans
         any  nonforfeitable  benefits  attributable  to Employer  contributions
         provided  under the Plan for the  benefit of any  Participant  upon the
         terms and conditions set forth herein.




                                       22
<PAGE>



                    ARTICLE SEVEN--ADMINISTRATION OF THE PLAN


7.1      PLAN ADMINISTRATOR.

         (a)  The Employer  shall be the Plan  Administrator,  hereinbefore  and
              hereinafter  called the  Administrator  and named fiduciary of the
              Plan,  unless the  Employer,  by action of its board of directors,
              shall  designate  a person or  Administrator  of persons to be the
              Administrator and named fiduciary. The administration of the Plan,
              as provided herein,  including the determination of the payment of
              benefits to  Participants  and their  Beneficiaries,  shall be the
              responsibility  of  the  Administrator.  The  Administrator  shall
              conduct its business and may hold  meetings,  as determined by it,
              from time to time.  In the event more than one party  shall act as
              Administrator, all actions shall be made by majority decisions. In
              the  administration  of the Plan, the Administrator may (1) employ
              agents  to carry out  nonfiduciary  responsibilities  (other  than
              Trustee  responsibilities) among its members. Actions dealing with
              fiduciary  responsibilities  shall  be taken  in  writing  and the
              performance of agents,  counsel and  fiduciaries to whom fiduciary
              responsibilities   have   been   delegated   shall   be   reviewed
              periodically.

         (b)  The expenses of administering the Plan and the compensation of all
              employees,  agents,  or  counsel of the  Administrator,  including
              accounting fees, and actuarial fees, shall be paid by the Plan, or
              by the Employer,  if it so elects.  No compensation may be paid by
              the Plan to full-time Employees of the Employer.

         (c)  The  Administrator  shall keep a record of all its  proceedings in
              the form and to the extent  requested by the board of directors of
              the Employer. The Administrator shall obtain from the Trustee, not
              less often than  annually,  a report with  respect to the value of
              the assets held in the Trust Fund, in such form as may be required
              by the Administrator.

         (d)  The  Administrator  shall administer the Plan and adopt such rules
              and  regulations  as, in the  opinion  of the  Administrator,  are
              necessary or advisable to implement and administer the Plan and to
              transact its business.

         (e)  Pursuant to procedures established by the Administrator,  adequate
              notice  in  writing  shall  be  provided  to  any  Participant  or
              Beneficiary  whose  claim  for  benefits  under  the Plan has been
              denied  within  ninety  (90) days of receipt of such  claim.  Such
              notice shall set forth the specific reason for such denial,  shall
              be  written  in a  manner  calculated  to  be  understood  by  the
              claimant,  and advice of the right to  administrative  review.  If
              such  review  is  requested  by the  claimant  or  his  authorized
              representative  within  ninety  (90)  days  after  receipt  by the
              claimant  of  written  notification  of denial of his  claim,  the
              Administrator shall afford a reasonable opportunity for a full and
              fair  review by the  Administrator  of the  decision  denying  the
              claim.  The  review  shall  focus  on the  addition  facts,  legal
              interpretations or material,  if any, presented by the claimant. A
              hearing is not required under the review procedure.



                                       23
<PAGE>



                         ARTICLE EIGHT--TRUST AGREEMENT


8.1      ESTABLISHMENT  OF THE TRUST.  The Employer and the Trustee hereby enter
         into a Trust agreement which, except to the extent such trust agreement
         is set forth in a valid separate and distinct document, is incorporated
         herein and which  establishes a Trust  consisting of such sums of money
         and  other  property  as may  from  time  to  time  be  contributed  or
         transferred to the Trustee under the terms of the Plan,  along with any
         property  to which any  portion of the Trust Fund may from time to time
         be converted,  and which provides for the investment of Plan assets and
         the operation of the Trust. This trust agreement,  as amended from time
         to time,  shall be deemed part of the Plan, and all rights and benefits
         provided to persons under the Plan shall be subject to the terms of the
         Trust agreement.  In the event the Employer has entered into a separate
         and distinct trust agreement which is not  incorporated in the terms of
         this Plan, and such trust agreement,  subsequent to its  establishment,
         becomes  void or ceases to  operate,  the terms of this  Article  shall
         become effective with respect to the Employer.

8.2      PURPOSE OF THE TRUST. The purpose of the Trust is to invest in and hold
         property  for  the  exclusive   benefit  of   Participants   and  their
         Beneficiaries. At no time shall the Trust be operated or construed in a
         manner  contrary to this purpose.  The Trust shall be a separate entity
         from the Employer and its assets. In no event shall the Trust Fund ever
         be subject to the rights or claims of any creditor of the Employer.  It
         is expressly  understood that the duties and obligations of the Trustee
         shall be only those expressly stated in this Article.

8.3      DISTRIBUTIONS.  The Trustee shall from time to time make  distributions
         from the  Trust  Fund to such  persons,  in such  amounts,  and in such
         manner as the Administrator may direct in writing.  Instructions to the
         Trustee  from the  Administrator  need not  specify  the purpose of the
         distributions  so ordered,  and the Trustee shall not be responsible in
         any  way  for  the   propriety  of  such   distributions   or  for  the
         administration  of the Plan. Any such  instructions  shall constitute a
         certification  that  each  distribution   directed  is  one  which  the
         Administrator  is  authorized  to  direct.  The  Trustee  shall  not be
         responsible  for the  adequacy of the Trust Fund to meet and  discharge
         any  liabilities  under the Plan. If a dispute arises  regarding who is
         entitled to or should receive any distribution from the Trust Fund, the
         Trustee may withhold,  or cause the withholding  of, such  distribution
         until the dispute has been resolved.

8.4      EXCLUSIVE BENEFIT.

         (a)  Except as the  Administrator  may  authorize the Trustee to return
              contributions  to the Employer  pursuant to the terms of the Plan,
              no  part of the  Trust  Fund  shall  be used  for or  diverted  to
              purposes other than for the exclusive  benefit of Participants and
              their  Beneficiaries  and for  defraying  expenses of the Plan and
              Trust.

         (b)  The Employer  shall have no  beneficial  interest in the assets of
              the Trust,  and no part of the Trust  shall  ever  revert to or be
              repaid to the Employer,  directly or indirectly,  except that upon
              written request, the Employer shall have a right to recover


              (1) a  contribution  to the Plan made by  mistake  of fact if such
              contribution (to the extent



                                       24
<PAGE>



              made by mistake of fact) is  returned to the  Employer  within one
              year after payment of such contribution;

              (2)   any  contributions  to the  Plan  conditioned  upon  initial
                    qualification  of the Plan under Section  401(a) of the Code
                    if the Plan does not so qualify and such  contributions  are
                    returned to the Employer within one year after the denial of
                    qualification of the Plan and only if a determination letter
                    request is filed by the terms  prescribed  by law for filing
                    the  Employer's tax return for the taxable year in which the
                    Plan is adopted;

              (3)   a  contribution  to  the  Plan  which  is  disallowed  as  a
                    deduction under section 404 of the Code if such contribution
                    (to the  extent  disallowed)  is  returned  to the  Employer
                    within one year after the deduction is disallowed; and

              (4)   any residual assets due to a Section 415 excess contribution
                    upon  termination of the Plan if all liabilities of the Plan
                    to Participants and their  Beneficiaries have been satisfied
                    and the reversion does not contravene any provision of law.

         (c)  The previous  paragraph  shall not apply to a "qualified  domestic
              relations  order," as defined in Section  414(p) of the Code,  and
              any other domestic  relations orders permitted to be so treated by
              the Trustee under the provisions of the  Retirement  Equity Act of
              1984. The  Administrator  shall  establish a written  procedure to
              determine the qualified status of domestic relations orders and to
              administer  distributions  under any domestic  relations orders it
              determines  to be  qualified.  To  the  extent  provided  under  a
              "qualified  domestic  relations  order,"  a  former  Spouse  of  a
              Participant  shall  be  treated  as the  Participant's  Spouse  or
              Surviving Spouse for all purposes under the Plan.

8.5      EXPENSES OF THE PLAN AND TRUST. All legal,  administrative,  taxes, and
         other  expenses of the Plan and Trust and the  Trustee's  fees (if any)
         shall be paid from the Trust  Fund  except  to the  extent  paid by the
         Employer.

8.6      DUTIES AND  RESPONSIBILITIES  OF  TRUSTEE.  It shall be the duty of the
         Trustee  to hold in Trust the funds from time to time  received  by it,
         and the Trustee  shall have  authority to manage and control the assets
         of the Plan pursuant to the terms of the Plan, the Trust agreement, and
         the funding  policy and method  determined by the  Employer,  except as
         otherwise  provided in Section 9.5. The Trustee  shall  discharge  such
         powers and duties for the  exclusive  purpose of providing  benefits to
         the Participants and Beneficiaries and defraying reasonable expenses of
         administering  the Plan, and shall act 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 like aims.
         The  Trustee  shall  diversify  the  investments  of the  Plan so as to
         minimize the risk of large losses unless,  under the circumstances,  it
         is  clearly  prudent  not to do so.  However,  the  Trustee  may  hold,
         acquire,  or invest in  qualifying  employer  securities  as defined in
         Section  407(d)(5) of ERISA or  qualifying  employer  real  property as
         defined in Section  407(d)(4) of ERISA (or both) to the extent that the
         aggregate  fair market value of such  securities  and property does not
         exceed the  limitations set forth in Section 407. The Trustee shall not
         engage in any prohibited transactions as defined in the Code or ERISA.




                                       25
<PAGE>



         The Trustee shall not be liable for acquiring, retaining or selling any
         investment or  reinvestment  made in accordance with a direction of the
         Administrator as provided herein, nor for any loss or diminution of the
         Trust Fund resulting from the Trustee's action or inaction  pursuant to
         a direction of the  Administrator;  nor shall the Trustee be liable for
         any loss or diminution of the Trust Fund  resulting  from the Trustee's
         inaction  hereunder  in the  absence  of  proper  directions  from  the
         Administrator unless it shall have been judicially  determined that any
         such  loss was due to the  willful  misconduct  of the  Trustee  or its
         failure to act in good faith in accordance  with the provisions of this
         agreement.

8.7      SPECIFIC  POWERS AND DUTIES OF  TRUSTEE.  In addition to the powers and
         duties  conferred upon it by other provisions of the Plan and except to
         the extent  inconsistent  with applicable law or with provisions of the
         Plan and Trust,  the Trustee shall have the following  powers regarding
         the Trust and Trust Fund:

         (1)  To sell at public or private  sale,  exchange,  convey,  transfer,
              lease,  or  otherwise  dispose of, and also to grant  options with
              respect to all or any part of any property at any time held in the
              Trust Fund,  for such  considerations,  in cash or in credit,  and
              upon such terms and  conditions,  as it shall deem  advisable.  In
              connection with the purchase of securities, margin accounts may be
              opened and  maintained.  If put or call  options are traded,  they
              must be traded on and  purchased  through  a  national  securities
              exchange  registered under the Securities Act of 1934, as amended,
              or if the  options  are  not  traded  on the  national  securities
              exchange, they must be guaranteed by a member firm of the New York
              Stock Exchange.

         (2)  To  compromise or settle any claim in respect of any debt or other
              obligation  due  to it as  Trustee  hereunder,  to  institute  and
              prosecute  any and all legal  proceedings  (including  foreclosure
              proceedings)  on behalf of the Plan,  or to take any other  action
              for the purpose of  enforcing  any such  claim,  and to change the
              rate of interest or extend the  maturity  date of any such debt or
              obligation.

         (3)  To  compromise  or settle  any claim  with  respect to any debt or
              other   obligation  due  to  third  persons  from  it  as  Trustee
              hereunder;  to define any and all legal  proceedings in respect of
              any such claim;  and to change the rate of interest on, extend the
              maturity  date of, or otherwise  modify the terms of any such debt
              or obligation.

         (4)  To join in and become a party to, or to oppose any  reorganization
              (including any consolidation, merger, or other capital changes) of
              any  corporate  securities  which  may at any  time be held in the
              Trust Fund,  or any plan or agreement  for the  protection  of the
              interests of the holders of any such securities; to participate in
              any such protective  plan or agreement or any such  reorganization
              to the same extent and as fully as though it was the  absolute and
              individual  owner  of  such   securities;   to  deposit  with  any
              Administrator or depositories pursuant to any such protective plan
              or agreement or any such reorganization any securities held in the
              Trust Fund; to make payments from the Trust Fund of and charges or
              assessments  imposed by the terms of any such  protective  plan or
              agreement on any such reorganization;  and to receive and continue
              to hold in the Trust Fund any property  allotted to the Trust Fund
              by reason of the Trustee's participation therein.




                                       26
<PAGE>



         (5)  To  vote,  in  person  or by  general  or  limited  proxy,  on any
              securities  at any time held in the Trust Fund,  at any meeting of
              security  holders,  with  respect to any  business  which may come
              before the meeting;  to execute  general or limited proxies to one
              or more  nominees;  as holder of said  securities,  to consent to,
              approve and authorize any corporate act or  proceeding,  including
              any merger on consolidation,  lease, mortgage or sale of corporate
              property,  or dissolution or liquidation,  whether or not proposed
              at  any  such  meeting;  to  execute  such  instruments  as may be
              necessary or appropriate therefore;  and generally to exercise the
              powers of an owner with respect to stocks, bonds,  securities,  or
              other property.

         (6)  To exercise any conversion or subscription  rights  appurtenant to
              any  securities  at any time held in the Trust Fund or to sell any
              such rights.

         (7)  To execute,  acknowledge  and  deliver any and all deeds,  leases,
              assignments  and other  instruments  that it may deem necessary or
              proper in the exercise of any of its powers under this agreement.

         (8)  To cause any  property  at any time  held in the Trust  Fund to be
              registered  in the  name  of a  nominee  of the  Trustee,  without
              disclosure of the Trust,  or to hold in bearer form any securities
              at any time  held in the  Trust  Fund so that  they  will  pass by
              delivery,  but any such  registration  or holding  by the  Trustee
              shall not release it from its  responsibility for the safe custody
              and  disposition  of the Trust Fund, in accordance  with the terms
              and provisions of this agreement.

         (9)  To improve,  develop, repair,  maintain,  preserve and operate any
              property  held  in  the  Trust  Fund,  or  to  invest  and  retain
              qualifying  employer  real property and lease such property to the
              Employer as permitted under the appropriate  sections of ERISA and
              Regulations promulgated thereunder.

         (10)To borrow  from time to time money from  persons or others (but not
              from a party in interest)  for the  purposes of the Trust  created
              hereby  on such  terms  and  conditions  as the  Trustee  may deem
              advisable.

         (11)To employ suitable agents and counsel,  and to pay their reasonable
             expenses and compensation.

         (12)To hold part or all of the Trust Fund uninvested in its own banking
              department,  if any,  and the  Trustee  is further  authorized  to
              deposit, at interest,  such funds of the Plans as it may from time
              to time deem  appropriate  in time  deposits  or savings  accounts
              bearing  a  reasonable  interest  rate,  including,  specifically,
              deposits in the commercial banking departments in a Trustee bank.

         (13)To  invest  and  reinvest  in  bonds,  notes,  debentures,  stocks,
              options,   mutual  funds,  life  insurance  policies,   mortgages,
              vendors'  interest in contracts for sale of real property or other
              property,  real,  personal  or mixed,  in such  manner and to such
              extent as is prudent under the circumstances.

         (14)To  transfer moneys and assets of the Trust into common trust funds
             established for the Plan,



                                       27
<PAGE>



              including common trust funds held by a corporate Trustee (provided
              the Trustee is a national banking association).

         (15)To do all acts, whether or not expressly  authorized herein,  which
              it may  deem  necessary  and  proper  for  the  protection  of the
              property  held  hereunder,  and to carry out the  purposes  of the
              Plan.

         (16)To hold up to ten percent  (10%) of the fair  market  value of Plan
              assets in  qualifying  employer  securities  as defined in Section
              407(d)(5) of ERISA or qualifying employer real property as defined
              in Section 407(d)(4) of ERISA.

         If there is more than one  Trustee  designated  and  acting  under this
         Trust,  all actions by the Trustee must be adopted by a majority of the
         Trustees.

8.8      INVESTMENT  MANAGER.  Upon  written  notice  to  the  Trustee  and  the
         Administrator, the Employer may appoint one or more investment managers
         as  described  in ERISA  section  3(38),  which shall have the power to
         manage,  acquire,  or  dispose  of all or part of the  Trust  assets in
         accordance  with the  provisions of the Plan and Trust  agreement.  The
         Administrator and each such investment  manager shall execute a written
         agreement  specifying the Trust assets to be managed and the investment
         manager's duties and responsibilities  with respect to such assets, and
         in such agreement the investment manager shall acknowledge that it is a
         fiduciary  with respect to the Plan and Trust.  The  Administrator  may
         authorize each investment  manager to give written  instructions to the
         Trustee with respect to  acquiring,  managing,  and disposing of assets
         managed by such investment  manager,  and the Trustee shall follow such
         instructions  and  shall  be  under  no duty  to  make  an  independent
         determination regarding whether the instruction is proper. The fees and
         expenses of an investment  manager shall be paid by the Trust except to
         the extent paid by the Employer.

8.9      COMPENSATION OF TRUSTEES AND AGENTS.

         (a)  The Trustee shall be entitled to reasonable  compensation  for its
              services.  Compensation shall be comparable to charges for similar
              services  made  from  time  to  time  by  other  Trustees  in  the
              geographic area in which the Trustee has its principal business.

         (b)  Any  Trustee  shall be  entitled  to  reimbursement  for  expenses
              properly and actually incurred in the administration of the Trust.
              It may employ such agents, attorneys,  accountants,  or assistants
              as it may from time to time deem  necessary or  advisable  and fix
              the  compensation to be paid to them. Such counsel or other agents
              may be  counsel  or other  agents  consulted  or  employed  by the
              Employer.  The expenses of the Trustee and the compensation of the
              persons  so  employed  shall  be  paid  by the  Trust  Fund or the
              Employer,  as the  Administrator  shall determine,  on at least an
              annual basis.

         (c)  An individual  serving as Trustee who already  receives  full-time
              pay from the  Employer  shall not  receive  compensation  from the
              Plan.

8.10     REPORTS OF TRUSTEE.  The Trustee shall maintain records of receipts and
         disbursements  and shall render  reports on at least an annual basis to
         the Administrator and to Participants in



                                       28
<PAGE>



         such  form and  containing  such  information  as it  deems  necessary,
         provided   that  such   information   shall   satisfy  all   applicable
         requirements  imposed by ERISA. The records and accounts of the Trustee
         may be audited  annually by an  independent  firm of  certified  public
         accountants selected by the Administrator.


8.11     RESIGNATION, REMOVAL AND SUBSTITUTION OF TRUSTEE.

         (a)  A Trustee  may resign at any time upon  thirty  days notice to the
              Employer.  A Trustee  may be removed  at any time by the  Employer
              upon five days  written  notice to the  Trustee,  with or  without
              cause.  Upon  resignation or removal of the Trustee,  the Employer
              shall appoint a successor Trustee which shall have the same powers
              and duties as are conferred upon the Trustee  hereunder.  Upon the
              delivery by a predecessor  Trustee to the successor Trustee of all
              property  of the Trust  Fund,  less such  reasonable  amount as it
              shall deem  necessary to provide for its  expenses,  compensation,
              and any taxes or advances  chargeable  or payable out of the Trust
              Fund, the successor  Trustee  thereupon shall have the same powers
              and duties as were  conferred  upon the  predecessor  Trustee.  No
              successor  Trustee  shall have any  obligation  or liability  with
              respect to the acts or omissions of its predecessors.

         (b)  In the event that a corporate  Trustee merges or consolidates with
              another corporation or sells or transfers substantially all of its
              assets and  business to another  corporation,  or is in any manner
              reorganized  or  reincorporated,  then the  resulting or acquiring
              corporation shall thereupon become the corporate Trustee hereunder
              without the execution of any  instrument  and without the need for
              any action by the  Administrator,  any Participant or Beneficiary,
              or any other person  having or claiming to have an interest in the
              Trust Fund or the Plan.

         (c)  The Trustee shall be appointed by the Employer. The appointment of
              a  Trustee  shall  become  effective  as of the date the  Employer
              receives the Trust's written  acceptance of the  appointment.  The
              Trustee's  signature  on the Plan  constitutes  acceptance  of the
              appointment. The Employer shall appoint a new Trustee if a Trustee
              fails to accept its appointment in writing.

8.12     AMENDMENT  AND  TERMINATION.  The Employer  shall have the right at any
         time, by an instrument in writing,  duly executed and  acknowledged and
         delivered to the Trustee, to modify, alter or amend this agreement,  in
         whole or in part,  and to terminate the Trust,  in accordance  with the
         express provisions of the Plan. In no event, however, shall the duties,
         powers or liabilities of the Trustee  hereunder be changed  without its
         prior written consent.

8.13     IRREVOCABILITY.  Subject to the  provisions  of the Plan,  the Trust is
         declared to be irrevocable, and except as otherwise provided in Section
         8.5, no part of the Trust Fund shall revert to or be recoverable by the
         Employer or be used for or diverted to any purposes  other than for the
         exclusive benefit of Participants and Beneficiaries.



                                       29
<PAGE>




8.14     PARTIES TO THE TRUST AGREEMENT.

          (a) Any  company  which has adopted  the Plan in  accordance  with the
              terms thereof shall become a party to this  agreement upon signing
              the Plan or upon  delivering a certified  copy of a resolution  to
              the effect that it agrees to adopt the Plan,  to become a party to
              this agreement, and to be bound by all terms and conditions of the
              Plan and this  agreement,  as then in effect and as may thereafter
              be amended.  The  Administrator  shall have the sole  authority to
              enforce  this  agreement  and the  Trustee  shall  in no  event be
              required  to deal with any person  except the  Administrator.  The
              Trustee shall in all respects invest and administer the Trust Fund
              as a single fund for investment and accounting  purposes,  without
              identification as to individual  Participants,  Beneficiaries,  or
              Employers.

         (b)  Any corporation or other participating  entity shall cease to be a
              party to this agreement upon delivering to the Trustee a certified
              copy of a resolution terminating its participation in the Plan. In
              such event, or in the event of the merger, consolidation,  sale of
              property or stock,  separation,  reorganization  or liquidation of
              any corporation  that is a party to this  agreement,  the Trustee,
              until directed  otherwise by the  Administrator  shall continue to
              hold, in accordance  with the provisions of this  agreement,  that
              portion of the Trust Fund which,  pursuant to the determination of
              the  Administrator,  is attributable to the  participation  in the
              Plan of the  Employees  and their  Beneficiaries  affected by such
              termination or by such transaction.

8.15     TRUSTEE ACTION.  If the Trustee  consists of more than one person,  the
         Trustees  shall act by a majority of their  number.  The  Trustees  may
         authorize one or more specific Trustees to sign papers on their behalf.




                                       30
<PAGE>



                  ARTICLE NINE--EARLY TERMINATION RESTRICTIONS
                             AND BENEFIT LIMITATIONS

9.1      BENEFIT RESTRICTIONS IN THE EVENT OF EARLY TERMINATION OF THE
         PLAN.

         (a)  Except as may  otherwise be provided by applicable  law,  Employer
              contributions  on behalf of any of the  twenty-five  (25)  highest
              paid  Employees  at the  time the Plan is  established  and  whose
              anticipated  annual benefit  exceeds $1,500 shall be restricted as
              provided in  subsection  (b) upon the  occurrence of the following
              conditions:

              (1)   The Plan is  terminated  within  ten (10)  years  after  its
                    establishment; or

              (2)   The benefits of such highest paid  Employee  become  payable
                    within ten (10) years after the establishment of the Plan.

         (b)  Employer  contributions  which may be used for the  benefit  of an
              Employee  described in subsection (a) shall not exceed the greater
              of $20,000,  or twenty  percent  (20%) of the first $50,000 of the
              Employee's average annual  compensation during the last 5 years of
              employment,  multiplied  by the number of year between the date of
              the establishment of the Plan and:

              (1)   if Section 8.1(a)(1) applies, the date of the termination of
                    the Plan, or

              (2)   if Section 8.1(a)(2)  applies,  the date the benefits become
                    payable, or

         (c)  If the Plan is  amended so as to  increase  the  benefit  actually
              payable,  in event of the  subsequent  termination of the Plan, or
              the subsequent  discontinuance of contributions  thereunder,  then
              the  provisions  of the above  paragraphs  shall be applied to the
              Plan as so  changed  as if it were a new plan  established  on the
              date  of the  change.  The  original  group  of  twenty-five  (25)
              Employees (as described in subsection (a) above) shall continue to
              have the  limitations  in subsection  (b) apply as if the Plan had
              not been changed. The restrictions relating to the amendment shall
              apply to  benefits  or  funds  for  each of the  twenty-five  (25)
              highest paid  Employees on the  effective  date of such  amendment
              except that such  restrictions  need not apply with respect to any
              Employee  in this  group for whom the  normal  annual  pension  or
              annuity, provided by Employer contributions prior to that date and
              during the ensuing ten (10) years and based on the Employee's rate
              of compensation on that date, could not exceed $1,500.

              The  Employer  contributions  which may be used for the benefit of
              the new group of twenty-five  (25)  Employees  shall be limited to
              the greater of:

              (1)   the Employer  contributions (or funds attributable  thereto)
                    which would have been  applied to provide the  benefits  for
                    the Employee if the Plan had been continued  without change;
                    or




                                       31
<PAGE>



              (2)   $20,000; or

              (3)   the  sum  of  (A)  the  Employer   contributions  (or  funds
                    attributable  thereto)  which  would  have been  applied  to
                    provide benefits for the Employee prior to the amendment had
                    the Plan been  terminated  the day before the effective date
                    of amendment,  and (B) an amount computed by multiplying the
                    number  of years for  which  the  current  costs of the Plan
                    after that date are met by (i) twenty  percent  (20%) of the
                    first $50,000 of the Employee's annual average compensation,
                    or (ii) $10,000, whichever is smaller.

         (d)  Notwithstanding the above limitations,  the following  limitations
              shall apply if they would  result in a greater  amount of Employer
              contributions  to be  used  for  the  benefit  of  the  restricted
              Employee:

              (1)   in the case of a  substantial  owner (as  defined in Section
                    4022(b)(5)  of  ERISA),  a dollar  amount  which  equals the
                    present  value of the benefit  guaranteed  for such Employee
                    under  Section  4022  of  ERISA  or,  if the  Plan  has  not
                    terminated,  the present  value of the benefit that would be
                    guaranteed  if the Plan  terminated  on the date the benefit
                    commences,  determined in accordance with regulations of the
                    Pension Benefit Guaranty Corporation ("PBGC"); and

              (2)   in the  case of the  other  restricted  Employees,  a dollar
                    amount which equals the present value of the maximum benefit
                    described in Section  4022(b)(3)(B) of ERISA  (determined on
                    the  earlier  of the date the  Plan  terminates  or the date
                    benefits   commence,   and  determined  in  accordance  with
                    regulations of PBGC) without regard to any other limitations
                    in Section 4022 of ERISA.

         (e)  Notwithstanding   the   otherwise   applicable   restrictions   on
              distributions of benefits  incident to early Plan  termination,  a
              Participant's  otherwise  restricted benefit may be distributed in
              full upon  depositing,  with an  acceptable  depository,  property
              having a fair market  value  equal to one hundred and  twenty-five
              percent (125%) of the amount which would be repayable had the Plan
              terminated on the date of the lump sum distribution. If the market
              value of the  property  held by the  depository  falls  below  one
              hundred  and ten  percent  (110%)  of the  amount  which  would be
              repayable if the Plan were then to terminate,  additional property
              necessary  to  bring  the  values  of  the  property  held  by the
              depository  up to one hundred and  twenty-five  percent  (125%) of
              such amount shall be deposited.

         (f)  In lieu of the arrangement set forth in Section 9.1(e) above,  and
              notwithstanding  the  otherwise  applicable  restrictions  of this
              Section,  the  payment  of a  Participant's  otherwise  restricted
              benefit  may be  distributed  or  transferred  in  one  sum if the
              following   conditions  are  met.   Prior  to  the   Participant's
              termination  of  employment,  the  Participant  must enter into an
              agreement with the Trustee, or the Participant must arrange for an
              agreement  between a third party (including the trustee of another
              plan  qualified  under  Section 401 of the Code) and the  Trustee,
              which states that, in the event the restrictions contained in this
              Section become  applicable,  there shall be paid to the Trustee by
              the Participant  (or, in the case of his death, by his estate,  or
              by the third party,  as  appropriate) a sum equal to the actuarial
              value of the amounts by which the Participant's monthly retirement
              benefits  would  have been  decreased  during  his  then-remaining
              lifetime pursuant to the provisions of this Section.



                                       32
<PAGE>




         (g)  Notwithstanding  the foregoing  provisions of this Section 9.1, in
              the  event of the  early  termination  of the  Plan (as  described
              above)  after  December  31,  1990,  the  benefits  to  any of the
              twenty-five  (25)  most  highly   compensated  active  and  former
              Highly-Compensated  Employees  shall be  restricted  such that the
              annual  payments  shall be no greater  than an amount equal to the
              payment that would be made on behalf of any such Employee  under a
              single  life  annuity  that  is the  Actuarial  Equivalent  of the
              Employee's Accrued Benefit under the Plan.

              The preceding paragraph shall not apply if:

              (i)   After payment of the benefit to an Employee described in the
                    preceding  paragraph,  the  value of Plan  assets  equals or
                    exceeds 110% of the value of current liabilities (as defined
                    in Code Section 412(1)(7), or

              (ii)  the value of the benefits for an Employee described above is
                    less than 1% of the value of current liabilities.

9.2      LIMITATION OF BENEFITS.

         (a)  Rules: The following rules limit benefits payable under the Plan:

              (1)   The annual benefit otherwise payable to a Participant at any
                    time  shall not exceed the  maximum  permissible  amount (as
                    hereinafter defined). No Participant may accrue a benefit in
                    excess of that amount.

              (2)   If   the   Participant    makes    nondeductible    Employee
                    contributions   under   the   terms   of  the   Plan,   such
                    contributions,  which are credited for the limitation  year,
                    shall,  except for  purposes  of  subsection  (3) below,  be
                    treated  as  an  annual  addition  to  a  qualified  defined
                    contribution plan, for purposes of these rules.

              (3)   The limitation in subsection  (1) shall be deemed  satisfied
                    if the annual  benefit  payable to a Participant is not more
                    than $1,000 multiplied by the Participant's  number of Years
                    of Service or portions thereof (not to exceed ten (10)) with
                    the   Employer,   provided   the   Participant   has   never
                    participated  in  a  qualified  defined   contribution  plan
                    maintained by the Employer.

              (4)   If a  Participant  is, or has ever been,  covered under more
                    than one defined  benefit plans  maintained by the Employer,
                    the sum of the  Participant's  annual benefits from all such
                    plans  may  not  exceed  the  maximum   permissible  amount.
                    Benefits  shall be reduced under any other  defined  benefit
                    plan before under the Plan unless such plans are terminated,
                    in which event benefits shall be limited in the Plan.

              (5)   If the Employer maintains, or at any time maintained, one or
                    more qualified defined  contribution plans,  welfare benefit
                    funds,  as defined in Code  Section  419(e),  or  individual
                    medical accounts, as defined in Code Section 415(1)(2) which
                    provides an annual addition  covering any Participant in the
                    Plan, the sum of the Participant's



                                       33
<PAGE>



                    defined  contribution  fraction and defined benefit fraction
                    shall  not  exceed  1.0  in  any  limitation  year.  If  the
                    limitations  of  Code  Section  415(e)  become   applicable,
                    benefits  under a defined  contribution  plan shall first be
                    provided  before  benefits under a defined  benefit plan are
                    provided.

              (6)   In any Plan Year in which the Plan becomes a Super Top-Heavy
                    Plan (as defined in Section 10.2(b) below), the denominators
                    of the defined  benefit  fraction  and defined  contribution
                    fraction shall be computed using one hundred  percent (100%)
                    of  the  dollar  limitation   instead  of  one  hundred  and
                    twenty-five  percent (125%). In any year which the Plan is a
                    Top-Heavy  Plan  (but  not  a  Super  Top-Heavy  Plan),  the
                    limitations  shall  be  similarly  reduced,  subject  to the
                    special   provisions  in  Section  10.4  which  provide  for
                    maintenance  of the  one  hundred  and  twenty-five  percent
                    (125%) limitations subject to added minimum accruals.

         (b)  Definitions:  The  following  definitions  are  applicable to this
              Section:

              (1)   Annual benefit: A retirement benefit under the Plan which is
                    payable  annually  in the form of a straight  life  annuity.
                    Except as provided  below, a benefit payable in a form other
                    than  a  straight  life  annuity  must  be  adjusted  to  an
                    actuarial  equivalent  straight life annuity before applying
                    the limitations of this Section, using the factors otherwise
                    used to establish Actuarial  Equivalence under the Plan, and
                    in  no  event  less  than  a  five  percent  (5%)   interest
                    assumption.

                    The  annual   benefit   does  not   include   any   benefits
                    attributable   to   Employee   contributions   or   rollover
                    contributions,  or the assets  transferred  from a qualified
                    plan that was not  maintained by the Employer.  No actuarial
                    adjustment to the benefit is required for (A) the value of a
                    qualified  joint  and  survivor  annuity,  (B) the  value of
                    benefits  that  are  not  directly   related  to  retirement
                    benefits (such as  pre-retirement  death benefits),  and (C)
                    the value of post-retirement  cost-of-living  increases made
                    in accordance  with the Federal income tax  regulations,  if
                    the Plan were ever to provide such benefits.

              (2)   Compensation:  For purposes of determining maximum permitted
                    benefits under this Section,  all of a Participant's  earned
                    income, wages, salaries, and fees for professional services,
                    and other amounts  received for personal  services  actually
                    rendered  in the  course  of  employment  with the  Employer
                    maintaining  the  Plan  (including,   but  not  limited  to,
                    commissions  paid to salesmen,  compensation for services on
                    the  basis  of  a  percentage  of  profits,  commissions  on
                    insurance  premiums,  tips and  bonuses),  and excluding the
                    following:

                    (A)    Employer   contributions   to  a  plan  of   deferred
                           compensation which are not included in the Employee's
                           gross   income   for  the   taxable   year  in  which
                           contributed   or  Employer   contributions   under  a
                           simplified   employee   pension   plan  (funded  with
                           individual  retirement  accounts or annuities) to the
                           extent  such  contributions  are  deductible  by  the
                           Employee,   or  any  distributions  from  a  plan  of
                           deferred compensation;




                                       34
<PAGE>



                    (B)    Amounts  realized from the exercise of a nonqualified
                           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 Code  Section
                           403(b)  (whether  or not  the  amounts  are  actually
                           excludable from the gross income of the Employee).

                    Compensation  shall be measured on the basis of compensation
                    paid in the limitation year.

              (3)   Defined benefit fraction: A fraction, the numerator of which
                    is the sum of the  Participant's  projected  annual benefits
                    under  all  the  defined   benefit  plans  (whether  of  not
                    terminated)  maintained by the Employer, and the denominator
                    of  which  is the  lesser  of one  hundred  and  twenty-five
                    percent  (125%) of the dollar  limitation  in effect for the
                    limitation  year  under  Code  Section  415(b)(1)(A)  or one
                    hundred  and  forty  percent  (140%)  of  the  Participant's
                    Highest  Average  Compensation,  including  any  adjustments
                    under  Code  Section  415(b).   Provided,   however,   if  a
                    Participant  was a  Participant  as of the  first day of the
                    first limitation year commencing after December 31, 1986, in
                    one or more defined benefit plans maintained by the Employer
                    which were in existence on May 6, 1986,  the  denominator of
                    this  fraction  shall  not be  less  than  one  hundred  and
                    twenty-five percent (125%) of the sum of the annual benefits
                    under such plans which the Participant had accrued as of the
                    end of the last limitation year commencing before January 1,
                    1987,  disregarding  any changes in the terms and conditions
                    of the plans after May 5, 1986.  These  provisions  shall be
                    applicable only if the defined  benefit plans,  individually
                    and in the  aggregate,  satisfied the  requirements  of Code
                    Section  415  for  all  limitation  years  beginning  before
                    January 1, 1987.

              (4)   Defined contribution  fraction: A fraction, the numerator of
                    which   is  the  sum  of  the   annual   additions   to  the
                    Participant's  account  under all the  defined  contribution
                    plans (whether or not  terminated),  welfare  benefit funds,
                    and individual  medical accounts  maintained by the Employer
                    for the current and all prior limitation  years,  (including
                    the  annual  additions  attributable  to  the  Participant's
                    nondeductible  Employee  contributions to this and all other
                    defined benefit plans, whether or not terminated, maintained
                    by the Employer), and the denominator of which is the sum of
                    the maximum  aggregate  amounts of the current and all prior
                    limitation years with the Employer  (regardless of whether a
                    defined contribution plan was maintained by the Employer).

                    The maximum aggregate amount in any limitation year shall be
                    the lesser of one hundred and twenty-five  percent (125%) of
                    the dollar  limitation  then in effect  under  Code  Section
                    415(c)(1)(A)   or   thirty-five   percent   (35%)   of   the
                    Participant's



                                       35
<PAGE>



                    compensation for such year.

              (5)   Employer:  This term refers to the Employer  that adopts the
                    Plan, and all members of a controlled  group of corporations
                    (as  defined in Code  Section  414(b),  as  modified by Code
                    Section  415(h)),  commonly-controlled  trades or businesses
                    (as  defined  in Code  Section  414(c) as  modified  by Code
                    Section 415(h)), or affiliated service groups (as defined in
                    Code Section 414(m)) of which the Employer is a part, or any
                    other  entity  required to be  aggregated  with the Employer
                    under Code Section 414(o).

              (6)   Highest  Average   Compensation:   This  means  the  average
                    compensation for the three (3) consecutive  limitation years
                    with the Employer that produces the highest average.

              (7)   Limitation year:  This shall mean the Plan Year.

              (8)   Maximum  permissible amount: This shall mean an amount equal
                    to the lesser of $90,000 or one  hundred  percent  (100%) of
                    the  Participant's  Highest  Average  Compensation.  If  the
                    annual benefit commences before the Participant  attains his
                    Social Security retirement age (as defined in Section 216(1)
                    of the Social  Security  Act),  then the $90,000  limitation
                    shall be reduced in accordance  with the  provisions of Code
                    Section 416(b)(2).

                    If the  annual  benefit  commences  after the  Participant's
                    Social  Security  retirement age, the benefit may not exceed
                    the  lesser  of the  Actuarial  Equivalent  of  the  maximum
                    benefit  under  Code  Section  415(b)(1)  commencing  at the
                    Participant's   Social   Security   retirement  age  or  the
                    Participant's Highest Average  Compensation.  In determining
                    actuarial  equivalence  under this  paragraph,  the interest
                    rate assumption used shall be the lesser of the rate used to
                    establish  the Actuarial  Equivalent  under the Plan or five
                    percent (5%).

                    Effective on January 1, 1988 and each January 1  thereafter,
                    the $90,000 limitation above shall be automatically adjusted
                    to the new dollar  limitation  determined in accordance with
                    Code Section 415(d) by the  Commissioner of Internal Revenue
                    for that calendar year.  The new  limitation  shall apply to
                    limitation years ending within the calendar year of the date
                    of the adjustment.

                    Notwithstanding the above provisions, if the Participant was
                    participating  in  the  Plan  on May 5,  1986,  the  maximum
                    permissible  amount shall not be less than the Participant's
                    current Accrued Benefit.

                    If the annual  benefit  commences when the  Participant  has
                    less than ten (10) years of Service with the Employer or ten
                    (10)  years  of  participation  in  the  Plan,  the  maximum
                    permissible amount shall not exceed the lesser of:

                    (A)    one  hundred  percent  (100%)  of  the  Participant's
                           Highest  Average  Compensation  reduced by  one-tenth
                           (1/10)  for each Year of  Service  (or part  thereof)
                           less  than  ten  (10).   The   adjustments   of  this
                           subsection (A) shall be applied to the denominator of
                           the  defined  benefit  fraction  based  upon Years of
                           Service. Years



                                       36
<PAGE>



                           of  Service  shall  include  future  Years of Service
                           occurring before the Participant's  Normal Retirement
                           Date.  Such future Years of Service shall include the
                           year which includes the date the Participant  attains
                           his  Normal  Retirement  Date,  only  if  it  can  be
                           reasonably  anticipated  that the Participant will be
                           credited with a Year of Service for that year; or

                    (B)    the maximum dollar  limitation  otherwise  determined
                           above  reduced  by one tenth  (1/10) for each year of
                           participation (or part thereof) less than ten (10).

                    To the extent  provided by the Internal  Revenue  Service in
                    regulatory guidance,  the limitation in subsection (B) above
                    shall be applied  separately with each change in the benefit
                    structure of the Plan.

                    For purposes of this Section, a year of participation  shall
                    be each year in which the  Participant is included as a Plan
                    Participant under the Plan's eligibility provisions.

              (9)   Current  accrued  benefit:  A  Participant's  annual benefit
                    (including  optional  benefit forms) accrued under the Plan,
                    determined as if the  Participant had separated from Service
                    as of the end of the last limitation year beginning prior to
                    January 1, 1987 when  expressed as an annual  benefit within
                    the  meaning  of  Code  Section  415(b)(2),  but  determined
                    without  regard to changes in the Plan after May 5, 1986 and
                    any cost-of-living adjustment occurring after May 5, 1986.

              (10)  Projected  annual benefit:  The annual benefit as defined in
                    subsection  (1) to which the  Participant  would be entitled
                    under the terms of the Plan assuming:

                    (A)    the Participant will continue employment until normal
                           retirement  date under the Plan (or  current  age, if
                           later), and

                    (B)    the   Participant's   compensation  for  the  current
                           limitation  year and all other relevant  factors used
                           to  determine  benefits  under the Plan  will  remain
                           constant for all future limitation years.

              (11)   Annual additions: The sum of the following amounts credited
                     to a Participant's account for the limitation year:

                    (A)    Employer contributions;

                    (B)    Employee after-tax contributions;

                     (C)   Compensation reduction amounts under a Section 401(k)
                           plan;

                    (D)    Forfeitures;

                    (E)    Amounts  allocated,  after  March  31,  1984,  to  an
                           individual  medical  account,   as  defined  in  Code
                           Section 415(1)(2), which is part of a defined benefit
                           plan  maintained by the Employer  shall be treated as
                           annual additions to a defined



                                       37
<PAGE>



                           contribution   plan.   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  Code  Section  419A(d)(3),  under  a
                           welfare  benefit  fund,  as defined  in Code  Section
                           419(e),  maintained by the Employer, shall be treated
                           as annual additions to a defined contribution plan.

              (12)  Annual  additions  shall be  limited  to the  lesser  of (A)
                    $30,000  (or, if greater,  1/4 of the dollar  limitation  in
                    effect under Code Section 415(b)(1)(A)),  or (B) twenty-five
                    percent  (25%)  of the  Participant's  compensation  for the
                    limitation year.




                                       38
<PAGE>



                      ARTICLE TEN-AMENDMENT AND TERMINATION


10.1     AMENDMENT.  The Employer  reserves the right to amend,  alter or modify
         the Plan at any time,  in whole or in part upon  action of the board of
         directors of the Employer.  Any amendment approved by the board must be
         in writing and be executed  by the officer  authorized  by the board to
         take such action.  An amendment  shall be  effective  when  approved by
         resolution of the board or at such other time specified by the board in
         its resolution. No amendment (including a change in the actuarial basis
         for determining optional or early retirement benefits) shall be made to
         the Plan which shall:

         (a)  deprive any Participant  without his consent of any portion of his
              Accrued Benefit prior to the date of such action.  Notwithstanding
              the preceding  sentence,  a  Participant's  Accrued Benefit may be
              reduced to the extent permitted under Code Section 412(c)(8).  For
              purposes of this paragraph,  a Plan amendment which has the effect
              of (1)  eliminating or reducing an early  retirement  benefit or a
              retirement-type  subsidy,  or (2)  eliminating an optional form of
              benefit,  with respect to benefits  attributable to Service before
              the amendment shall be treated as reducing  Accrued  Benefits.  In
              the case of a  retirement-type  subsidy,  these  provisions  shall
              apply only with respect to a  Participant  who  satisfied  (either
              before or after the  amendment) the  pre-amendment  conditions for
              the subsidy.  In general,  a retirement-type  subsidy is a subsidy
              that continues after retirement,  but does not include a qualified
              disability   benefit,   a  medical  benefit,   a  social  security
              supplement, a death benefit (including life insurance); or

         (b)  make it  possible,  exempt as provided in Sections  10.2 and 13.4,
              for any part of the corpus or income of the Trust Fund (other than
              such  part as may be  required  to pay  taxes  and  administrative
              expenses)  to be used for or diverted  to purposes  other than the
              exclusive benefit of the Participants or their Beneficiaries; or

         (c)  alter the schedule for vesting in Accrued Benefits with respect to
              any  Participant  who has  completed  three  (3) or more  Years of
              Service for vesting purposes  without his consent,  or deprive any
              Participant of the nonforfeitable part of his Accrued Benefit.

         Notwithstanding  the  other  provisions  of this  Section  or any other
         provisions of the Plan to the contrary,  any amendment or  modification
         of the Plan may be made  retroactively,  if necessary or appropriate to
         conform  to or to  satisfy  the  conditions  of any  law,  governmental
         regulation  or  ruling  and to meet the  requirements  of the  Employee
         Retirement Income Security Act of 1974, as it may be amended.

10.2     TERMINATION OF THE PLAN. Subject to the provisions of Section 10.1, the
         Employer reserves the right to discontinue contributions under the Plan
         and to  terminate  the  Plan in  whole  or in part  with  respect  to a
         specific  group  of  Employees.   In  the  event  of  full  or  partial
         termination,  Employees  affected  thereby shall have a  nonforfeitable
         right  to  their  Accrued   Benefits,   to  the  extend   funded.   The
         Administrator,  upon termination, shall cause the assets of the Plan to
         be allocated for the purposes set forth, and in the order of priorities
         established  by Section 4044 of ERISA.  Any residual  assets  remaining
         thereafter shall be returned to the Employer. The Employer shall not be
         liable to Participants for benefits other than those which



                                       39
<PAGE>



         can be provided by the Plan's assets.  If a partial  termination of the
         Plan is deemed to have occurred, this Section shall apply only to those
         Participants affected by such partial termination.





                                       40
<PAGE>



                      ARTICLE ELEVEN--TOP-HEAVY PROVISIONS



11.1     APPLICABILITY.  The provisions of this Article shall become  applicable
         only for any Plan  Year in which  the  Plan is a  Top-Heavy  Plan.  The
         determination of whether the Plan is a TopHeavy Plan shall be made each
         Plan Year by the Administrator.

11.2     DEFINITIONS. For purposes of this Article, the following
         definitions shall apply:

         (a)  "KEY  EMPLOYEE":  "Key Employee" shall mean any Employee or former
              Employee (and the Beneficiaries of such Employee) who, at any time
              during  the  determination  period,  was  (1)  an  officer  of the
              Employer earning  compensation (as defined in Code Section 416(i))
              at least  equal to fifty  percent  (50%) of the dollar  limitation
              under Code Section  415(b)(1)(A),  (2) an owner (or  considered an
              owner under Code Section 318) of both more than a one-half percent
              (1/2%)  interest in the  Employer  and one of the ten (10) largest
              interests  in  the  Employer  if  such  individual's  compensation
              exceeds the dollar limitation under Code Section 415(c)(1)(A), (3)
              a five  percent (5%) owner of the  Employer,  or (4) a one percent
              (1%) owner of the Employer who has an annual  compensation of more
              than $150,000.  For purposes of this Section,  annual compensation
              shall mean compensation as defined in Code Section 415(c)(3),  but
              including amounts contributed by the Employer pursuant to a salary
              reduction  agreement  which  are  excludable  from the  Employee's
              income under Code Sections 125,  402(a)(8),  402(h) or 403(b). The
              determination  period of the Plan is the Plan Year  containing the
              determination  date as defined in Section  11.2(c)(4) and the four
              (4) preceding Plan Years.

         The  determination  of who is a Key Employee  (including  the terms "5%
         owner" and "1% owner")  shall be made in  accordance  with Code Section
         416(i)(1) and the regulations thereunder.

         (b)  "SUPER  TOP-HEAVY  PLAN":  The  Plan  shall  constitute  a  "Super
              Top-Heavy  Plan" if it meets the test for  status  as a  Top-Heavy
              Plan, where "90%" is substituted for 60%" at each place in Section
              11.2(c).

         (c)  "TOP-HEAVY  PLAN": The Plan shall constitute a "Top-Heavy Plan" if
              any of the following conditions exist:

              (A)   The top-heavy ratio for the Plan exceeds sixty percent (60%)
                    and the Plan is not part of any required  aggregation  group
                    or permissive aggregation group of plans; or

              (B)   The Plan is part of a  required  aggregation  group of plans
                    (but is not part of a permissive  aggregation group) and the
                    top-heavy ratio for the group of plans exceeds sixty percent
                    (60%); or


              (C)   The Plan is a part of a required  aggregation  group of plan
                    and part of a permissive aggregation group and the top-heavy
                    ratio for the permissive aggregation group



                                       41
<PAGE>



                    exceeds sixty percent (60%).

                    (1)    If the  Employer  maintains  one (1) or more  defined
                           contribution plans (including any simplified employee
                           pension  plan  funded  with   individual   retirement
                           accounts or annuities) and the Employer  maintains or
                           has maintained one (1) or more defined  benefit plans
                           which have  covered or could cover a  Participant  in
                           the Plan,  the  top-heavy  ratio is a  fraction,  the
                           numerator  of  which is the sum of  account  balances
                           under  the  defined  contribution  plans  for all Key
                           Employees  and the actuarial  equivalents  of accrued
                           benefits under the defined  benefit plans for all Key
                           Employees, and the denominator of which is the sum of
                           the account  balances under the defined  contribution
                           plans  for  all   Participants   and  the   actuarial
                           equivalents  of accrued  benefits  under the  defined
                           benefit   plans  for  all   Participants.   Both  the
                           numerator  and  denominator  of the  top-heavy  ratio
                           shall include any  distribution of an account balance
                           or an  accrued  benefit  made  in the  five  (5)-year
                           period  ending  on the  determination  date  and  any
                           contribution  due to a defined  contribution  pension
                           plan but  unpaid  as of the  determination  date.  In
                           determining the accrued benefit of a non-Key Employee
                           who is  participating  in a plan  that  is  part of a
                           required aggregation group, the method of determining
                           such benefit shall be either (i) in  accordance  with
                           the  method,  if  any,  that  uniformly  applies  for
                           accrual  purposes  under all plans  maintained by the
                           Employer  or any  member  of the  Employer's  related
                           group (within the meaning of Section 2.5(b)), or (ii)
                           if  there  is no  such  method,  as if  such  benefit
                           accrued not more  rapidly  than the  slowest  accrual
                           rate permitted  under the fractional  accrual rate of
                           Code Section 411(b)(1)(C).

                    (2)    For  purposes  of (1) and (2)  above,  the  value  of
                           account  balances and the  actuarial  equivalents  of
                           accrued  benefits  shall be determined as of the most
                           recent  Valuation Date that falls within or ends with
                           the   twelve   (12)-month   period   ending   on  the
                           determination  date. The account balances and accrued
                           benefits of a  Participant  who is not a Key Employee
                           but who was a Key  Employee  in a prior year shall be
                           disregarded.   The  accrued   benefits   and  account
                           balances of Participants  who have performed no Hours
                           of Service with any Employer maintaining the plan for
                           the five (5)-year period ending on the  determination
                           date shall be  disregarded.  The  calculations of the
                           top-heavy    ratio,   and   the   extent   to   which
                           distributions,  rollovers,  and  transfers  are taken
                           into account shall be made under Code Section 416 and
                           regulations  issued thereunder.  Deductible  Employee
                           contributions  shall not be taken  into  account  for
                           purposes  of  computing  the  top-heavy  ratio.  When
                           aggregation  plans, the value of account balances and
                           accrued  benefits shall be calculated  with reference
                           to the determination  dates that fall within the same
                           calendar year.




                                       42
<PAGE>



                    (3)    Definition of terms for Top-Heavy status:

                           (A) "Top-Heavy ratio" shall mean the following:

                                 (1)    If the  Employer  maintains  one or more
                                        defined  contribution  plans  (including
                                        any  simplified  employee  pension  plan
                                        funded   with   individual    retirement
                                        accounts or annuities)  and the Employer
                                        has never maintained any defined benefit
                                        plan which have covered or could cover a
                                        Participant  in the Plan,  the top-heavy
                                        ratio is a fraction,  the  numerator  of
                                        which is the sum of the account balances
                                        of   all   Key   Employees   as  of  the
                                        determination  date  (including any part
                                        of any account  balance  distributed  in
                                        the five  (5)-year  period ending on the
                                        determination date), and the denominator
                                        of  which  is the  sum  of  the  account
                                        balances  (including  any  part  of  any
                                        account balance  distributed in the five
                                        (5)-year    period    ending    on   the
                                        determination  date) of all Participants
                                        as of the  determination  date. Both the
                                        numerator and the  denominator  shall be
                                        increased by any  contributions  due but
                                        unpaid to a defined contribution pension
                                        plan as of the determination date.

                           (B)   "Permissive  aggregation  group" shall mean 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)
                                 and/or 410.

                           (C)   "Required  aggregation  group"  shall  mean (i)
                                 each qualified plan of the Employer  (including
                                 any terminated  plan) in which at least one Key
                                 Employee  participates,   and  (ii)  any  other
                                 qualified  plan of the Employer which enables a
                                 plan described in (i) to meet the  requirements
                                 of Code Section 401(a)(4) and/or 410.

                           (D)   "Determination  Date" shall mean,  for any Plan
                                 Year  subsequent  to the first Plan  Year,  the
                                 last day of the  preceding  Plan Year.  For the
                                 first  Plan  Year of the  Plan,  "determination
                                 date"  shall  mean the  last  day of that  Plan
                                 Year.

                           (E)  "Valuation  Date" shall mean the last day of the
                                Plan Year.

                           (F)   Actuarial  equivalence  shall  be  based on the
                                 interest  and  mortality   rates   utilized  to
                                 determine  actuarial  equivalence when benefits
                                 are paid from any defined  benefit  plan. If no
                                 rates are specified in said plan, the following
                                 shall be  utilized:  pre-  and  post-retirement
                                 interest -- five percent (5%);  post-retirement
                                 mortality  based on the Unisex  Pension  (1984)
                                 Table as used by the Pension  Benefit  Guaranty
                                 Corporation on the date of execution hereof.



                                       43
<PAGE>



11.3     MINIMUM BENEFIT FOR ANY PLAN YEAR IN WHICH THE PLAN IS A TOP-
         HEAVY PLAN.

         (a)  This  minimum  benefit  shall be provided in the Plan for any Plan
              Year  in  which  the  Plan is a  Top-Heavy  Plan,  subject  to the
              provisions  below.  Each Participant who is a non-Key Employee and
              who has been credited with at least one thousand  (1,000) Hours of
              Service shall accrue a benefit,  to be provided solely by Employer
              contributions  and  expressed as a life annuity and  commencing at
              Normal  Retirement Date, of two percent (2%) of his or her highest
              compensation averaged for the five (5) consecutive years for which
              the  Participant  had the  highest  compensation  (as that term is
              defined  in  Section   9.2(b)).   The  minimum  accrual  shall  be
              determined  without regard to any Social Security benefit provided
              by Employer  contributions  under that  system.  If the benefit is
              received  by such  Participation  a form other than a single  life
              annuity,  such  Participant  must receive by such Participant in a
              form other  than a single  life  annuity,  such  Participant  must
              receive  an  amount  that is  that  form  of  benefit's  Actuarial
              Equivalent.  If the  benefit  commences  at a date  other  than at
              Normal  Retirement  Date,  it  must  be  equal  to  the  Actuarial
              Equivalent of the minimum single life annuity  benefit  commencing
              at Normal Retirement Date.

         (b)  A non-Key  Employee  shall mean any  Employee  or former  Employee
              including  the  Beneficiary  of  a  deceased  Employee  or  former
              Employee who was not a Key Employee during the Plan Year ending on
              the  determination  date or  during  the four (4)  preceding  Plan
              Years.

         (c)  The minimum  accrued  benefit,  when  expressed  as a life annuity
              commencing  at Normal  Retirement  Date,  shall not exceed  twenty
              percent (20%) of the Participant's average compensation.

         (d)  The  provisions  in  subsection  (a) above  shall not apply to any
              Participant  to the extent that the  Participant  is covered under
              any other plan or plans of the  Employer.  It is intended that the
              minimum   benefit  shall  first  be  provided  under  any  defined
              contribution  plan of the  Employer  in which  the  Employee  is a
              participant.  In that event,  the two percent (2%) defined benefit
              accrual  shall  be  fully  offset  by an  allocation  of  Employer
              contributions  (and forfeitures) equal to five percent (5%) of the
              Employee's   compensation.   A  lesser   allocation   of  Employer
              contributions  and  forfeitures  shall  reduce the offset on a pro
              rata basis.

         (e)  In any Plan Year in which (1) the Plan is a  Top-Heavy  Plan,  but
              not a Super  Top-Heavy  Plan,  and (2) any existing  Participant's
              benefits would be in excess of the limits permitted by Section 8.2
              of the  Plan  due  to the  utilization  of the  number  "1" in the
              defined benefit and defined contribution fractions rather than the
              number  "1.25," the following  additional  minimum  benefits shall
              apply.  The minimum  benefit in subsection  (a) shall be increased
              from 2% to 3%. The maximum  limitation in subsection  (c) shall be
              raised  from  20% to 30%.  The  amounts  of 3% and  7.5%  shall be
              substituted for 2% and 5% in subsection (d).

         (f)  Any minimum accrued benefit required (to the extent required to be
              nonforfeitable  under Code  Section  416(b)) may not be  forfeited
              under Code Sections 411(a)(3)(B) or 411(a)(3)(D).




                                       44
<PAGE>



11.4     VESTING.  The following minimum vesting schedule applies to the Plan in
         any Plan Year in which the Plan is a  Top-Heavy  Plan,  notwithstanding
         the schedule  set forth in Section  4.5.  For vesting to be  determined
         under this schedule, an Employee must be credited with at least one (1)
         Hour of Service in any Plan Year in which the Plan is a Top-Heavy Plan.

          YEARS OF SERVICE              Vested Percentage
                  2                                 20%
                  3                                 40%
                  4                                 60%
                  5                                 80%
                  6 years and thereafter           100%


         The minimum vesting schedule applies to all benefits within the meaning
         of  Code  Section  411(a)(7)  except  those  attributable  to  Employee
         contributions,  if any,  and  elective  deferrals,  including  benefits
         accrued  before the  effective  date of Code  Section 416 and  benefits
         accrued before the Plan became a Top-Heavy Plan.  Further, no reduction
         in  vested  benefits  may occur in the  event  the  Plan's  status as a
         Top-Heavy  Plan  changes for any Plan Year.  In  addition,  if a Plan's
         status changed from a Top-Heavy Plan to that of a non-Top-Heavy Plan, a
         Participant  with  three  (3) or more  Years  of  Service  for  vesting
         purposes, shall continue to have his vested rights determined under the
         schedule which he selects.  Payment of a  Participant's  vested Accrued
         Benefit  under  this  Section  shall  be made in  accordance  with  the
         provisions of Article Five.





                                       45
<PAGE>



                     ARTICLE TWELVE-MISCELLANEOUS PROVISIONS


12.1     PLAN DOES NOT AFFECT  EMPLOYMENT.  Neither the creation of the Plan nor
         any  amendment  of it nor the  creation  of any fund or amount  nor the
         payment of benefits hereunder shall be construed as giving any legal or
         equitable  right to any Employee or  Participant  against the Employer,
         its officers or Employees,  or against the Trustee, and all liabilities
         under the Plan  shall be  satisfied,  if at all,  only out of the Trust
         Fund held by the Trustee.  Participation in the Plan shall not give any
         Participant any right to be retained in the employ of the Employer, and
         the Employer hereby  expressly  retains the right to hire and discharge
         any Employee at any time with or without cause,  as if the Plan had not
         been adopted, and any such discharged  Participant shall have only such
         rights or interests in the Trust Fund as may be specified herein.

12.2     SUCCESSOR TO THE EMPLOYER. In the event of the merger, consolidation,
         reorganization or sale of assets of the Employer,  under  circumstances
         in which a successor person,  firm or corporation shall carry on all or
         a substantial part of the business of the Employer,  and such successor
         shall  employ a  substantial  number of  Employees  of the Employer and
         shall  elect to carry on the  provisions  of the Plan,  such  successor
         shall be substituted for the Employer under the terms and provisions of
         the Plan upon the filing in writing with the Trustee of its election to
         do so.

12.3     MERGER OF PLANS. In the case of any merger or consolidation of the Plan
         with,  or  transfer  of the assets or  liabilities  of the Plan to, any
         other plan, the terms of such merger,  consolidation  or transfer shall
         be  such  that  each  Participant   would  receive  (in  the  event  of
         termination  of the Plan or its  successor  immediately  thereafter)  a
         benefit  which is not less than the benefit  would have received in the
         event  of  termination  of the Plan  immediately  before  such  merger,
         consolidation or transfer.

12.4     REPAYMENTS TO THE EMPLOYER.  Notwithstanding any provisions of the Plan
         to the contrary, and in the sole discretion of the Employer:

         (a)  Any Plan assets  attributable to any contribution made to the Plan
              by the Employer  because of a mistake of fact shall be returned to
              the Employer within one (1) year after the date of contribution.

         (b)  Any Plan assets attributable to any contributions made to the Plan
              by the  Employer  for any  fiscal  year,  for which  initial  Plan
              qualification  under the Code is denied,  shall be refunded to the
              Employer within one (1) year after the date such  qualification of
              the Plan is denied or within one (1) year of the resolution of any
              judicial   or   administrative   process   with   respect  to  the
              disallowance.

         (c)  All Employer  contributions  hereunder are  expressly  contributed
              based upon such  contributions'  deductibility  under Code Section
              404. Any Plan assets attributable to any contributions made to the
              Plan by the  Employer  shall be refunded to the  Employer,  to the
              extent  the  income  tax  deduction  for  such   contribution   is
              disallowed.  Such amount shall be refunded  within one (1) taxable
              year after the date of such disallowance or within one (1) year of
              the  resolution  of any  judicial or  administrative  process with
              respect to the



                                       46
<PAGE>



              disallowance.

12.5     BENEFITS NOT ASSIGNABLE. Except as provided in Code Section 414(p) with
         respect to  "qualified  domestic  relations  orders," the rights of any
         Participant  or his  Beneficiary  to any  benefit or payment  hereunder
         shall  not  be  subject  to  voluntary  or  involuntary  alienation  or
         assignment.

12.6     DISTRIBUTION  TO  LEGALLY  INCAPACITATED.  In the event any  benefit is
         payable to a minor or to a person deemed to be incompetent or otherwise
         under  legal  disability,  or who is by sole  reason of  advanced  age,
         illness, or other physical or mental incapacity,  incapable of handling
         the  disposition  of his  property,  the  Administrator,  in  its  sole
         discretion,  may direct the Trustee to apply all or any portion of such
         benefits,  directly  to  the  care,  comfort,   maintenance,   support,
         education  or use of such  person  or to pay or  distribute  all or any
         portion  of such  benefit  to (a) the  spouse of such  person,  (b) the
         parent of such person,  (c) the guardian,  Administrator or other legal
         representative, wherever appointed, of such person, (d) the person with
         whom such person shall reside, (e) any other person having the care and
         control of such  person,  or (f) such  person.  The receipt of any such
         payment or distribution  shall be a complete discharge of liability for
         Plan obligations.

12.7     GOVERNING  DOCUMENTS.  A Participant's rights shall be determined under
         the  terms of the Plan as in  effect  at his  date of  separation  from
         eligible Service.

12.8     GOVERNING LAW. The provisions of the Plan shall be construed  under the
         laws of the state of the situs of the Trust,  except to the extent such
         laws are pre-empted by Federal law.

12.9     CONSTRUCTION.  Wherever  appropriate,  the use of the masculine  gender
         shall be extended to include the feminine or neuter or vice versa;  and
         the singular form of words shall be extended to include the plural; and
         the plural shall be restricted to mean the plural.

12.10    HEADINGS.  The Article headings and Section numbers are included solely
         for reason of reference. If there is any conflict between such headings
         or numbers and the text of the Plan, the text shall control.

12.11    COUNTERPARTS.  The Plan may be executed in any number of  counterparts,
         each of which  shall be deemed an  original;  said  counterparts  shall
         constitute but one and the same  instrument,  which may be sufficiently
         evidenced by any one counterpart.

12.12    LOCATION OF PARTICIPANT OR BENEFICIARY UNKNOWN.  In the event that all
         or any portion of the  distribution  payable to a  Participant  or to a
         Participant's  Beneficiary  hereunder  shall, at the expiration of five
         (5) years after it shall become payable, remain unpaid solely by reason
         of the inability of the  Administrator  to ascertain the whereabouts of
         such  Participant or  Beneficiary,  after sending a registered  letter,
         return receipt requested,  to the last known address, and after further
         diligent  effort,  the amount so  distributable  shall be forfeited and
         used to offset the Employer  contributions  to the Plan. In the event a
         Participant or  Beneficiary is located  subsequent to the forfeiture of
         his Accrued Benefit, such benefit shall be restored.



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<PAGE>



                 ARTICLE THIRTEEN--MULTIPLE EMPLOYER PROVISIONS


13.1     ADOPTION  OF THE PLAN.  With the  Employer's  consent,  the Plan may be
         adopted by any other  corporation  or entity for its  employees,  which
         adopting  Employer  shall be known as a  "Participating  Employer." All
         assets may either be held within one Trust Fund, or each  Participating
         Employer may maintain a separate trust fund attributable to its portion
         of Plan assets.

13.2     PLAN CONTRIBUTIONS. All contributions made by a Participating Employer,
         as provided  for in the Plan and unless  modified by an  instrument  of
         adoption,   shall  be  determined   separately  by  each  Participating
         Employer,  and  shall  be  paid  to and  held  by the  Trustee  for the
         exclusive benefit of the employees of such  Participating  Employer and
         the  Beneficiaries  of such  employees,  subject  to all the  terms and
         conditions of the Plan.

13.3     TRANSFERRING   EMPLOYEES.   The  Administrator  shall  adopt  equitable
         procedures whereby contributions are equitably allocated in the case of
         employees   transferring  from  the  employment  of  one  Participating
         Employer to another Participating Employer.

13.4     DELEGATION OF AUTHORITY.  Each  Participating  Employer who has adopted
         the  Plan  shall  delegate  to the  Employer  the  right  to  name  the
         Administrator  and  Trustee of the Plan and the right to amend the Plan
         to insure its continued qualified status.

13.5     TERMINATION.   Any  termination  of  the  Plan  or   discontinuance  of
         contributions  by any one  Participating  Employer  shall  operate with
         regard  only  to  the  Participants   employed  by  that  Participating
         Employer.  All  Employees  affected  thereby  shall have a one  hundred
         percent (100%) nonforfeitable interest in their Accrued Benefit.

         In the event any Participating Employer terminates its participation in
         the Plan, or in the event that any such  Participating  Employer  shall
         cease to exist through sale,  reorganization  or bankruptcy,  the Trust
         Fund  shall  be  allocated  by the  Trustee,  in  accordance  with  the
         direction of the  Administrator,  into separate trust funds.  Unless an
         alternate  means of  disposition  of Plan assets was  specified  in the
         instrument of adoption by which the Participating  Employer adopted the
         Plan,  the  amounts  to be  allocated  to the Trust of the  terminating
         Participating Employer shall be the lesser of:

         (a)  the  valuation of that portion of the Trust Fund  attributable  to
              the  Participants  of  such  terminating  Participating  Employer,
              determined by crediting each of its contributions to the Plan with
              its share of Plan  earnings or losses and  deducting  all payments
              made to its Employees; and

         (b)  the  Actuarial  Equivalent  of Accrued  Benefits  of  Participants
              affected as of the date of transaction.







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<PAGE>



IN WITNESS  WHEREOF,  the Employer and Trustees  have caused this  amendment and
restatement to be executed this day of , 1994.



                                                   FAB INDUSTRIES, INC.


                                                                 By:
                                                            President


                                                  TRUSTEES:



                                                       Samson Bitensky



                                                       Howard Soren

ATTEST:







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