FAB INDUSTRIES, INC. EMPLOYEES PROFIT SHARING PLAN




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                                TABLE OF CONTENTS


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INTRODUCTION.................................................................1

ARTICLE I - DEFINITIONS......................................................2

ARTICLE II - ELIGIBILITY AND PARTICIPATION...................................9
         Section 2.1       Eligibility Requirements..........................9
         Section 2.2       Participation.....................................9
         Section 2.3       Years of Service for Eligibility Computation......9

ARTICLE III - CONTRIBUTIONS.................................................11
         Section 3.1       Employer Contributions...........................11
         Section 3.2       After-Tax Employee Contributions.................11
         Section 3.3       Rollover Contributions...........................11
         Section 3.4       Trustee-to-Trustee Transfers.....................11
         Section 3.5       Deduction Limitation.............................11

ARTICLE IV - ALLOCATIONS, VALUATION AND VESTING.............................12
         Section 4.2       Participants Who Will Receive an Allocation......12
         Section 4.3       Allocation of Forfeitures........................12
         Section 4.4       Allocation Limitations...........................12
         Section 4.5       Valuation........................................17
         Section 4.6       Vesting and Accrual..............................18

ARTICLE V - DISTRIBUTIONS...................................................21
         Section 5.1       Distributions of Small Account Balances..........21
         Section 5.2       Distributions While In-Service...................21
         Section 5.3       Distributions Upon Separation From Service.......21
         Section 5.4       Distributions Upon Retirement....................21
         Section 5.5       Distributions Upon Death.........................21
         Section 5.6       Distributions Upon Disability....................22
         Section 5.7       Special Beneficiary Provisions...................22
         Section 5.8       Consent of the Participant Required
                           for Distributions if
                           Account Balances Greater Than $3,500.............22
         Section 5.9       Commencement of Benefits.........................23
         Section 5.10      Required Distributions...........................23
         Section 5.11      Annuity Contract.................................23
         Section 5.12      Form of Distribution.............................24
         Section 5.13      Trustee-to-Trustee Transfers.....................24

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                           TABLE OF CONTENTS (CONT'D)

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         Section 5.14      Rollovers to Other Plans or IRAs.................24

ARTICLE VI - LOANS AND LIFE INSURANCE.......................................25
         Section 6.1       Availability of Loans............................25
         Section 6.2       Amount of Loans..................................25
         Section 6.3       Terms of Loans...................................25
         Section 6.4       Purchase of Life Insurance Contracts.............26
         Section 6.5       Distribution of Insurance Contracts..............27

ARTICLE VII - PLAN ADMINISTRATION...........................................28
         Section 7.1       Duties of the Employer...........................28
         Section 7.2       The Committee....................................28
         Section 7.3       Appointment of Advisor...........................28
         Section 7.4       Powers and Duties of the Committee...............28
         Section 7.5       Organization and Operation.......................29
         Section 7.6       Claims Procedure.................................29
         Section 7.7       Records and Reports..............................30
         Section 7.8       Liability........................................30
         Section 7.9       Reliance and Statements..........................31
         Section 7.10      Remuneration and Bonding.........................31
         Section 7.11      Committee Decisions Final........................31

ARTICLE VIII - TRUST AGREEMENT..............................................32
         Section 8.1       Establishment of Trust...........................32
         Section 8.2       Contributions to Trustee.........................32
         Section 8.3       Purpose of Trust.................................32
         Section 8.4       Distributions....................................32
         Section 8.5       Exclusive Benefit................................32
         Section 8.6       Expenses of the Plan and Trust...................33
         Section 8.7       Duties and Responsibilities of Trustee...........33
         Section 8.8       Specific Powers and Duties of Trustee............34
         Section 8.9       Investment Manager...............................36
         Section 8.10      Compensation of Trustee and Agents...............36
         Section 8.11      Reports of Trustee...............................36
         Section 8.12      Resignation, Removal and Substitution of Trustee.36
         Section 8.13      The Committee....................................37
         Section 8.14      Amendment and Termination........................37
         Section 8.15      Irrevocability...................................37

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                           TABLE OF CONTENTS (CONT'D)

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         Section 8.16      Parties to the Trust Agreement...................37
         Section 8.17      Trustee Action...................................38
         Section 8.18      Participant-Directed Investments.................38

ARTICLE IX - AMENDMENT, TERMINATION AND MERGER..............................39
         Section 9.1       Amendment........................................39
         Section 9.2       Termination......................................39
         Section 9.3       Merger, Consolidation or Transfer................39

ARTICLE X - TOP-HEAVY PROVISIONS............................................40
         Section 10.1      Applicability....................................40
         Section 10.2      Definitions......................................40
         Section 10.3      Minimum Allocation...............................42
         Section 10.4      Nonforfeitability of Minimum Allocation..........42
         Section 10.5      Allocation Limitations...........................43
         Section 10.6      Minimum Vesting Schedules........................43

ARTICLE XI - GENERAL PROVISIONS.............................................44
         Section 11.1      Governing Law....................................44
         Section 11.2      Power to Enforce.................................44
         Section 11.3      Alienation of Benefits...........................44
         Section 11.4      Not an Employment Contract.......................44
         Section 11.5      Discretionary Acts...............................44
         Section 11.6      Interpretation...................................44

ARTICLE XII - SIGNATURE PAGE................................................46


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                                  INTRODUCTION


Purpose.

The primary purpose of the Fab Industries,  Inc.  Employees  Profit Sharing Plan
(the "Plan") is to provide  Employees of Fab  Industries,  Inc. with  retirement
benefits in recognition of the  contribution  of the Employees to the successful
operation  of the  Employer.  The Plan is intended to be a profit  sharing  plan
which is  qualified  under  section  401(a) of the  Internal  Revenue  Code (the
"Code"),  and its  affiliated  Trust is  intended  to be  exempt  from tax under
section 501(a) of the Code.

EFFECTIVE DATE.

The Plan was originally  established  effective  November 27, 1963 and initially
restated  December 1, 1984.  The Plan was formerly  known as the Fab Lace,  Inc.
Employees  Profit  Sharing Plan.  Pursuant to the terms of the Plan which permit
its amendment by the Employer, this document is a restatement,  in its entirety,
of the Plan, generally effective December 1, 1989.

The terms of this document now set forth the controlling  provisions of the Plan
for all persons who are  Employees  on or after the  Effective  Date;  provided,
however,  that to the extent  required under section  411(d)(6) of the Code (and
related Treasury  Regulations),  the applicable provisions of the preceding Plan
documents are incorporated herein by reference.



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                             ARTICLE I - DEFINITIONS


The following words and phrases,  wherever capitalized,  shall have the meanings
set forth below, unless the context in which they appear within the Plan clearly
indicates otherwise:

ACCOUNT(S)  means  the  aggregate  (or as  otherwise  specified)  interest  of a
Participant  in the assets of the Trust.  Each  Participant's  interest  will be
segregated into one or more of the following Account(s),  which will reflect, in
addition  to  contributions   allocated  thereto,   appropriate  allocations  of
earnings, gains, losses, and expenses of the Trust:

       o      Employer  Regular  Contribution   Account.  The  separate  Account
              maintained for each Participant to which are credited any Employer
              Regular Contributions allocated to him and made in accordance with
              Section 3.1.

       o      Rollover  Account.   The  separate  Account  maintained  for  each
              applicable  Participant  to which  contributions  are  made  under
              Section 3.3.

The  Administrator  may, in its discretion,  establish  subaccounts  within each
separate Account.

ADMINISTRATOR  means the Committee  designated by the Employer to administer the
Plan.

AFFILIATE  means a member of a  controlled  group of  corporations,  within  the
meaning of section 414(b) of the Code,  which includes the Employer;  a trade or
business  (whether  or not  incorporated)  which is in common  control  with the
Employer as  determined in  accordance  with section  414(c) of the Code; or any
organization  which is a member  of an  affiliated  service  group,  within  the
meaning of section  414(m) of the Code,  which  includes the  Employer;  and any
other  organization  required to be  aggregated  with the  Employer  pursuant to
section 414(o) of the Code.

AFTER-TAX  EMPLOYEE  CONTRIBUTIONS  means  contributions  to the Plan made by an
Employee to the Plan on an after-tax, nondeductible basis.

BENEFICIARY means the person or persons or a trust  affirmatively  designated by
the  Participant to receive all or a portion of such  Participant's  benefits in
the event the Participant dies leaving benefits payable to such a Beneficiary in
accordance with the provisions of Article V.

CODE means the Internal Revenue Code of 1986, as amended from time to time.

COMMITTEE means the person or persons described in Section 7.2.

COMPANY  means Fab  Industries,  Inc. or any  successor  corporation  by merger,
consolidation, or purchase which elects to adopt the Plan and Trust.


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For each Plan Year, the Company shall determine the total amount of any Employer
contributions to be made to the Plan by all entities  included in the definition
of  Employer.  Each  such  entity  shall  contribute  to the Plan in the  amount
determined by the Company.

COMPENSATION means all of each Participant's  Compensation as defined in section
415(c)(3) of the Code and Treas. Reg. Sections 1.415-2(d)(2) and (3).

Notwithstanding  the above,  Compensation  shall  include  any  amount  which is
contributed by the Employer  pursuant to a salary reduction  agreement and which
is not  includible  in the gross  income of the  Employee  under  sections  125,
402(e)(3), 402(h) or 403(b) of the Code.

Notwithstanding  the above,  for  purposes  other than  allocations  pursuant to
provision(s)  providing for permitted  disparity and/or  Top-Heavy  allocations,
Compensation shall be determined by excluding the following:

       o      Overtime pay
       o      Bonuses
       o      Fringe benefits (cash and non-cash)
       o      Reimbursements, or other expense allowances
       o      Moving expenses
       o      Deferred compensation
       o      Welfare benefits
       o      25% of commissions

Compensation  shall include only that Compensation which is actually paid to the
Participant  during the determination  period.  Except as provided  elsewhere in
this Plan, the determination  period shall be the Employer's taxable year ending
within the Plan Year.

Effective  for  Plan  Years  beginning  after  December  31,  1988,  the  annual
Compensation of each Participant  taken into account for purposes of determining
all  benefits  provided  under the Plan for any  determination  period shall not
exceed  $200,000 as adjusted by the  Secretary  at the same time and in the same
manner as under section 415(d) of the Code ("Compensation  Limit"),  except that
the  dollar  increase  in effect  on  January 1 of any  calendar  year  shall be
effective for years beginning in such calendar year. The Compensation  Limit for
a determination  period shall be the Compensation Limit in effect on the January
1 coinciding  with or preceding such  determination  period.  If Compensation is
determined on the basis of a 12-consecutive  month period ending within the Plan
Year, then the applicable Compensation Limit is the Compensation Limit in effect
for the calendar year in which such 12-month  period begins.  If Compensation is
determined  on the  basis of a  period  of less  than 12  calendar  months,  the
Compensation Limit shall be the annual  Compensation Limit which would otherwise
be applicable  multiplied by the ratio  obtained by dividing by 12 the number of
full  months  in  the  short  period.  In  determining  the  Compensation  of  a
Participant  for  purposes  of the  dollar  limitation,  the  rules  of  section
414(q)(6) of the Code shall apply except that, in applying such rules,  the term
"family"  shall  include  only the  Spouse  of the  Participant  and any  lineal
descendants of the  Participant who have not attained age 19 before the close of
the Plan Year.  If as a result of the  application  of such  rules the  adjusted
limitation is exceeded, then (except for purposes of determining the portion

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of  Compensation  up to the  integration  level as defined in  Section  4.1,  if
applicable),  the limitation shall be prorated among the affected individuals in
proportion to each such  individual's  Compensation  as determined  prior to the
application of this limitation.  Notwithstanding  the above,  effective for Plan
Years beginning after December 31, 1993, the annual Compensation Limit shall not
exceed  $150,000,  adjusted for calendar years  beginning after 1994 at the same
time and in the same manner as under section 415(d) of the Code, but only if and
when the aggregate of such potential  adjustments  totals at least $10,000,  and
then only in amounts of $10,000, in the manner described in section 401(a)(17).

If  Compensation  for any prior  determination  period is taken into  account in
determining an Employee's  allocations or benefits for the current determination
period,  the  Compensation  for such prior  period is subject to the  applicable
annual Compensation Limit in effect for that prior period. For this purpose, for
years beginning before January 1, 1990, the applicable annual Compensation Limit
is $200,000.

DEFINED  BENEFIT PLAN means a pension plan  maintained by the Employer  which is
qualified  under  section  401(a)  of  the  Code  and  which  is  not a  Defined
Contribution Plan, except to the extent that it maintains separate accounts with
respect to which it is treated as a Defined Contribution Plan.

DEFINED  CONTRIBUTION  PLAN means a plan  qualified  under section 401(a) of the
Code and  maintained  by the  Employer  which  provides  for an account for each
individual  who  participates  in the plan,  from  which  account  all  benefits
attributable to amounts  allocated to each such  Participant's  account (and any
income  and  expenses  or gains or losses  attributable  to such  accounts  both
realized and unrealized) are paid.

DISABILITY means any medically  determinable physical or mental impairment which
results in an inability to engage in any substantial  gainful activity by reason
thereof  and which may be expected to result in death or which has lasted or can
be  expected  to last for a  continuous  period of not less than 12 months.  The
permanence and degree of such impairment must be supported by medical  evidence.
Disability will be determined by a physician appointed by the Administrator.

EARLY RETIREMENT DATE means the date,  ocurring before Normal Retirement Age, on
which an  employee  who is at least age 55 with no less than 10 Years of Service
actually retires from employment with the Employee.

EFFECTIVE  DATE means the  provisions  of this  amendment  and  restatement  are
generally effective December 1, 1989, except for the retroactive effective dates
required by the Tax Reform Act of 1986, the Omnibus Budget Reconciliation Act of
1986,  the  Omnibus  Budget  Reconciliation  Act  of  1987,  the  Technical  and
Miscellaneous  Revenue Act of 1988,  the Omnibus  Budget  Reconciliation  Act of
1989, or any final  Regulations  published  and effective  since the most recent
effective  date of this Plan.  Further,  to the extent the Plan was  operated in
accordance  with the  provisions  of this  amendment  and  restatement  as of an
effective  date  earlier  than that  required  by law,  such  date  shall be the
Effective Date.


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EMPLOYEE  means any common law  Employee of the Employer or any  Affiliate.  The
term Employee shall also include any Leased Employee deemed to be an Employee of
the Employer or any Affiliate  described in the previous sentence as provided in
section 414(n) or (o) of the Code.

EMPLOYER means Fab Industries, Inc.; any successor through merger, consolidation
or purchase of  substantially  all of the assets or business of the entity which
is the Employer immediately prior to such succession which successor,  within 90
days after such  succession,  agrees to continue  this Plan;  and any  Affiliate
which adopts the Plan.

EMPLOYER  REGULAR  CONTRIBUTIONS  means those  contributions  by the Employer as
described  under  Section  3.1 which are  allocated  to  Participants'  Employer
Regular  Contribution  Accounts,  and does not  include  Qualified  Matching  or
Qualified Non-Elective Contributions (if any are made under the Plan).

ERISA means the Employee Retirement Income Security Act of 1974, as amended from
time to time.

FORFEITURES  means the nonvested  portion,  if any, of a  Participant's  Account
created as a result of termination of employment by the Participant prior to the
time he becomes 100 percent  Vested in his Account.  A Forfeiture  occurs on the
last day of the Plan Year in which the  Participant's  5th consecutive  One-Year
Break in Service occurs.

HIGHLY  COMPENSATED  EMPLOYEE  means  and  includes  active  highly  compensated
Employees and former highly compensated Employees.

An active  highly  compensated  Employee  includes any  Employee  who  performed
service  for the  Employer  during the  determination  year and who,  during the
look-back year: (1) received Compensation from the Employer in excess of $75,000
(as adjusted pursuant to section 415(d) of the Code); (2) received  Compensation
from the Employer in excess of $50,000 (as adjusted  pursuant to section  415(d)
of the Code) and was a member of the top-paid group for such year; or (3) was an
officer of the Employer and received  Compensation during such year in an amount
greater  than 50  percent  of the  dollar  limitation  in effect  under  section
415(b)(1)(A)  of the Code. The term Highly  Compensated  Employee also includes:
(4) Each Employee who is: (i)  described in the  preceding  sentence if the term
"determination  year" is substituted for the term "look-back  year" and (ii) who
is one of the 100 Employees who received the most Compensation from the Employer
during the  determination  year; and (5) Employees who are owners of more than 5
percent of the Employer at any time during the look-back  year or  determination
year.  If no officer has  satisfied the  Compensation  requirement  of (6) above
during either a  determination  year or look-back year, the highest paid officer
for such  year  shall be  treated  as a Highly  Compensated  Employee.  For this
purpose, the determination year shall be the Plan Year. The look-back year shall
be the twelve-month period immediately preceding the determination year.

A former highly compensated Employee includes any Employee who separated (or was
deemed to have separated) from service prior to the determination  year, who has
performed no service

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for the Employer during the determination year, and who was a highly compensated
active  Employee  for  either  the year of his  separation  from  service or any
determination year ending on or after the Employee's 55th birthday.

If any Employee is, during a  determination  year or look-back year, a member of
the family of either (i) an owner of more than 5 percent of the  Employer who is
an active or former Employee or (ii) a Highly Compensated Employee who is one of
the 10 most Highly  Compensated  Employees  ranked on the basis of  Compensation
paid by the Employer  during such year, then the family member and such owner or
Highly Compensated Employee shall be aggregated. In such case, the family member
and owner or Highly  Compensated  Employee shall be treated as a single Employee
receiving  Compensation  and Plan  contributions or benefits equal to the sum of
such  Compensation and  contributions or benefits of the family member and owner
or Highly  Compensated  Employee.  For purposes of this Section,  family members
include the Spouse,  lineal ascendants and descendants of the Employee or former
Employee and the Spouses of such lineal ascendants and descendants.

The  determination  of who  is a  Highly  Compensated  Employee  (including  the
determination of the number and identity of Employees in the top-paid group, the
top 100  Employees,  the  number  of  Employees  treated  as  officers,  and the
Compensation  that is considered) will be made in accordance with section 414(q)
of the Code and the  Regulations  promulgated  thereunder.  For purposes of this
definition, the Employer shall include any Affiliate.

HOUR OF SERVICE means:

              (1) Each  hour for  which an  Employee  is paid,  or  entitled  to
              payment,  for the  performance  of duties for the Employer.  These
              hours will be credited to the Employee for the computation  period
              in which the duties are performed;

              (2) 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 terminated) due to vacation,  holiday,
              illness,  incapacity  (including  Disability),  layoff, jury duty,
              military  duty or  leave of  absence.  No more  than 501  hours of
              service  will be  credited  under  this  paragraph  for any single
              continuous  period  (whether or not such period occurs in a single
              computation period). Hours under this paragraph will be calculated
              and credited pursuant to section  2530.200b-2 of the Department of
              Labor  regulations,  which section is incorporated  herein by this
              reference; and

              (3) 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 will not be credited both under  paragraph (1) or
              paragraph  (2), as the case may be, and under this  paragraph (3).
              These hours will 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.


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For  purposes of this  definition,  Employer  includes any  Affiliate.  Hours of
Service will be credited for  employment  with other  members of any  affiliated
service group (under section 414(m)),  controlled  group of corporations  (under
section  414(b)),  or group of trades or businesses  under common control (under
section 414(c)) of which the adopting Employer is a member, and any other entity
required to be aggregated  with the Employer  pursuant to section  414(o) of the
Code and the Regulations promulgated thereunder.

Hours of Service will also be credited with respect to any individual considered
an Employee for purposes of this Plan under  section  414(n) of the Code and the
Regulations promulgated thereunder.

Hours  of  Service  will  be  credited  for all  employment  with  the  Employer
regardless of whether the Employee was at the time an eligible Employee.

Service  will be  determined  on the  basis of the  actual  hours  for  which an
Employee is paid or entitled to payment.

LATE RETIREMENT DATE means the date,  occurring after Normal  Retirement Age, on
which an Employee actually retires from employment with the Employer.

LEASED  EMPLOYEE  means any person  (other than an Employee of the Employer) who
pursuant to an agreement between the Employer and any other person (the "leasing
organization")  has performed services for the Employer (or for the Employer and
related persons  determined in accordance with section 414(n)(6) of the Code) on
a  substantially  full-time  basis for a period  of at least one year,  and such
services are of a type historically performed by Employees in the business field
of the Employer.  Contributions or benefits provided to a Leased Employee by the
leasing  organization  which are  attributable  to  services  performed  for the
Employer shall be treated as provided by the Employer.

A leased  employee  shall not be  considered  an Employee of the Employer if (i)
such  Employee is covered by a money  purchase  pension plan  maintained  by the
leasing organization providing:  (a) a non-integrated employer contribution rate
of at least 10 percent of Compensation,  as defined in section  415(c)(3) of the
Code, but including amounts contributed pursuant to a salary reduction agreement
which are excludable from the Employee's gross income under section 125, section
402(e)(3),  section  402(h)  or  section  403(b)  of  the  Code,  (b)  immediate
participation,  and (c) full and immediate vesting; and (ii) Leased Employees do
not  constitute  more than 20 percent of the Employer's  non-highly  compensated
workforce.

NON-HIGHLY   COMPENSATED  EMPLOYEE  means  an  Employee  who  is  not  a  Highly
Compensated Employee.

NORMAL RETIREMENT AGE means age 65.

ONE-YEAR BREAK IN SERVICE means a  12-consecutive  month period during which the
Participant does not complete more than 500 Hours of Service.


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Solely for  purposes  of  determining  whether a One-Year  Break in Service  has
occurred for  participation  and vesting  purposes,  an individual who is absent
from work for maternity or paternity  reasons shall receive credit for the Hours
of Service which would  otherwise have been credited to such  individual but for
such  absence,  or in any case in which such hours cannot be  determined,  eight
Hours of Service per day of such  absence,  to a maximum of 501 Hours of Service
for any one child-related  absence.  For purposes of this paragraph,  an absence
from work for maternity or paternity reasons means an absence:  (1) by reason of
the  pregnancy  of the  individual;  (2) by  reason of a birth of a 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.  The Hours of Service  credited  under this  paragraph
shall be  credited  in the  computation  period in which the  absence  begins if
necessary to prevent a OneYear  Break in Service in that period or, in all other
cases, in the following computation period.

PARTICIPANT  means an  Employee of the  Employer  who  participates  in the Plan
pursuant to Article II; a former  Employee  who  participated  in the Plan under
Article II and who continues to be entitled to a Vested  benefit under the Plan;
or a former Employee who  participated in the Plan under Article II, and who has
not yet  incurred a One-Year  Break in Service.  For  purposes of Section  5.14,
"Participant"  shall  include  a  former  Participant,   as  well  as  a  former
Participant's  Surviving Spouse and Participant's or former Participant's Spouse
or former Spouse who is the alternate payee under a qualified domestic relations
order as defined in section 414(p) of the Code (who shall be deemed Participants
with respect to such Spouse's interest under the Plan).

PLAN means the Fab Industries,  Inc. Employees Profit Sharing Plan, as set forth
herein.

PLAN YEAR means the  12-consecutive  month period which begins on December 1 and
on each anniversary thereof.

REGULATIONS  means the Treasury  regulations  pertaining to the Internal Revenue
Code of 1986, as amended from time to time.

REQUIRED DISTRIBUTIONS shall be made as described in Section 5.10 of the Plan.

SPOUSE means the Spouse or Surviving Spouse of the Participant,  provided that a
former  Spouse shall be treated as the Spouse or Surviving  Spouse to the extent
provided  under a  "qualified  domestic  relations  order" as defined in section
414(p) of the Code.

TOP-HEAVY shall have the meaning and effect described in Article X of the Plan.

TRUST means the Trust as  established  under  Article  VIII and  maintained  for
purposes of the Plan which is administered by the Trustee in accordance with the
provisions of the  agreement of Trust  between the Employer and the Trustee.  If
the Trust is governed by a separate  agreement entered into between the Employer
and the Trustee (which shall be incorporated by reference herein and become part
of the Plan), to the extent the terms of such Trust agreement  conflict with the
Plan, the terms of the Trust agreement will control except to the extent that it
is necessary to follow

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the  terms of the Plan in order to  maintain  the  qualified  status of the Plan
under section 401(a) of the Code.

TRUSTEE  means  the party or  parties  named  under  the  Trust  who shall  have
exclusive authority and discretion to manage and control the assets of the Plan.
Notwithstanding  the  above,  to the  extent the Plan  expressly  provides,  the
Trustee shall be subject to the direction of the Committee  and/or an Investment
Manager.

TRUST FUND means all money and other  property  received  or held by the Trustee
under the trust,  plus all income and gains and less all losses,  expenses,  and
distributions chargeable to the Trust assets.

VALUATION  DATE means the last day of the Plan Year,  in  addition  to any other
date  specifically  designated by the  Committee,  on which date the fair market
value of Trust assets shall be determined.

VESTED means nonforfeitable.

YEAR OF SERVICE means a 12-consecutive-month  period during which an Employee is
credited with at least 1,000 Hours of Service.  If a fractional  Year of Service
is used in the Plan, there will be no Hours of Service requirement.

                                      - 9 -




<PAGE>



                   ARTICLE II - ELIGIBILITY AND PARTICIPATION


SECTION 2.1                ELIGIBILITY REQUIREMENTS.

(a)    Only  Employees  of an Employer  will be eligible to  participate  in the
       Plan.

(b)    Notwithstanding  any other provision of this Article,  for the first Plan
       Year  only,  nonexcluded  Employees  employed  on the  date  the  Plan is
       restated will participate as of the restatement date.

(c)    Notwithstanding any other provision of this Article II, all Employees and
       former  Employees  who  are  Participants  in the  Plan  as of  the  date
       immediately   preceding  the  Effective   Date  of  this   amendment  and
       restatement  and  who  then  have  an  Account  balance  (whether  or not
       nonforfeitable)  shall  continue  their  participation  in  the  Plan  as
       restated.  A former  Employee who was a  Participant  in the Plan and who
       received a distribution of his entire  nonforfeitable  Account balance on
       account  of  termination  of  employment  may again  become  eligible  to
       participate  in the  Plan  upon  reemployment  either  as a  newly  hired
       Employee or by satisfaction of the eligibility provisions below.

(d)    Employees  become  eligible to participate in the Plan upon attainment of
       age 18 and completion of one Year of Service.

(e)    Notwithstanding  any  other  provision  of the Plan,  Employees  included
       within  the  following  described  classification(s)  are  excluded  from
       participation in this Plan:

       o      Employees  in  a  unit  of  employees   covered  by  a  collective
              bargaining   agreement   between   the   Employer   and   employee
              representatives,  if retirement  benefits were the subject of good
              faith  bargaining  and if two percent or less of the  Employees of
              the  Employer  who are  covered  pursuant  to that  agreement  are
              professionals   as  defined  in  section   1.410(b)-9(g)   of  the
              Regulations. For this purpose, the term "employee representatives"
              does not include any organization  more than half of whose members
              are  Employees  who are owners,  officers,  or  executives  of the
              Employer.

       o      Hourly Employees

       o      Employees   participating  in  Fab  Industries,   Inc.   Executive
              Retirement Plan.

       o      Leased Employees.

SECTION 2.2                PARTICIPATION.

An Employee  will begin  participation  in the Plan on the first day of the Plan
Year in which the  eligibility  requirements  set forth in Section 2.1 above are
satisfied.


                                     - 10 -




<PAGE>



SECTION 2.3                YEARS OF SERVICE FOR ELIGIBILITY COMPUTATION.
-----------                -------------------------------------------- 

(a)    For  purposes  of  determining  Years of Service and  One-Year  Breaks in
       Service for  purposes of  eligibility  to  participate  in the Plan,  the
       initial eligibility  computation period shall be the 12-consecutive month
       period beginning on the date on which the Employee first performs an Hour
       of Service for the  Employer or an  Affiliate  ("employment  commencement
       date").

(b)    Succeeding  12-consecutive  month eligibility  computation  periods shall
       commence with the first Plan Year which includes the first anniversary of
       the Employee's  employment  commencement date,  regardless of whether the
       Employee is entitled  to be credited  with 1,000 Hours of Service  during
       the initial eligibility  compensation period. An Employee who is credited
       with 1,000 Hours of Service in both the initial  eligibility  computation
       period (described above) and the first Plan Year which commences prior to
       the first anniversary of the Employee's initial  eligibility  computation
       period  will be  credited  with two  Years of  Service  for  purposes  of
       eligibility to participate.

(c)    Years of Service and  One-Year  Breaks in Service will be measured by the
       same eligibility computation period.

(d)    All Years of Service with the  Employer or an Affiliate  will be credited
       for purposes of determining eligibility except the following:

       (1)    If an Employee has a One-Year Break in Service  before  satisfying
              the  eligibility  requirements  of the Plan,  service  before such
              Break will not be taken into account.

       (2)    In the case of a Participant  who has no  nonforfeitable  right to
              any  portion  of  an  Account   balance   derived  from   Employer
              Contributions,  Years of  Service  before a period of  consecutive
              One-Year  Breaks in  Service  will not be taken  into  account  in
              computing  service for  purposes of  eligibility  if the number of
              such Participant's  consecutive One-Year Breaks in Service in such
              period equals or exceeds the greater of five or the  Participant's
              aggregate  number of Years of Service.  Such  aggregate  number of
              Years of Service will not include any Years of Service disregarded
              under the preceding sentence by reason of prior breaks in service.

              If a Participant's  Years of Service are  disregarded  pursuant to
              the preceding paragraph, such Participant will be treated as a new
              Employee for eligibility  purposes.  If a  Participant's  Years of
              Service  may  not  be   disregarded   pursuant  to  the  preceding
              paragraph,  such Participant  shall continue to participate in the
              Plan  or,  if  terminated,   shall  participate  immediately  upon
              reemployment.

       (3)    In the  case  of any  Participant  who  has a  One-Year  Break  in
              Service, Years of Service before such break will not be taken into
              account  for  purposes  of  eligibility  until  the  Employee  has
              completed a Year of Service after returning to employment.

              Such Year of Service will be measured by the 12-consecutive  month
              period  beginning  on the date an  Employee's  employment  and, if
              necessary, Plan Years beginning with

                                     - 11 -




<PAGE>



              the  Plan  Year  which  includes  the  first  anniversary  of  the
              reemployment commencement date. The reemployment commencement date
              is the first day on which the Employee is credited with an Hour of
              Service for the performance of duties after the first  eligibility
              computation  period in which the Employee  incurs a One-Year Break
              in Service.

(e)    In the event a Participant  is no longer a member of an eligible class of
       Employees and therefore  becomes  ineligible to  participate  but has not
       incurred a One-Year  Break in Service,  such  Employee  will  participate
       immediately  upon  again  becoming  a  member  of an  eligible  class  of
       Employees.  If such  Participant  incurs a  One-Year  Break  in  Service,
       eligibility will be determined according to the break in service rules of
       the Plan otherwise described in this Section 2.3.

       An Employee who has not been,  but who  becomes,  a member of an eligible
       class  of  Employees  shall  participate  in the  Plan  immediately  upon
       becoming  a member  of such  class if such  Employee  has  satisfied  the
       minimum age and service  requirements  necessary to become a  Participant
       under this Article II.


                                     - 12 -




<PAGE>



                           ARTICLE III - CONTRIBUTIONS


SECTION 3.1                EMPLOYER CONTRIBUTIONS.

Employer Regular Contributions:

Employer Regular  Contributions  will be limited to profits as determined by the
Committee.  For  each  Plan  Year the  Employer  may  make an  Employer  Regular
Contribution to the Trust based on the total  Compensation  of all  Participants
eligible  to  receive  an  allocation.   The  amount  of  the  Employer  Regular
Contribution shall be determined for each Plan Year by the Employer.

SECTION 3.2                AFTER-TAX EMPLOYEE CONTRIBUTIONS.

After-Tax Employee Contributions are not permitted under the Plan.

SECTION 3.3                ROLLOVER CONTRIBUTIONS.

(a)    An Employee who is eligible to participate in the Plan under Section 2.1,
       regardless of whether he has satisfied the participation  requirements of
       Section  2.2,   may  roll  over  into  the  Plan  an  eligible   rollover
       distribution  (as  defined  in section  402(c) of the Code) from  another
       qualified  plan, or from an individual  retirement  account in the manner
       described in section  408(d)(3)(A)(ii)  of the Code.  If such rollover is
       not a direct transfer as described in section  401(a)(31) of the Code, it
       must be received  by the Plan within 60 days of the date it was  received
       by the  Participant  from the  distributing  qualified plan or individual
       retirement account.

(b)    The  Trustee  shall  develop  such  procedures,   and  may  require  such
       information  from an Employee  desiring  to make such a  rollover,  as he
       deems necessary or desirable to determine that the proposed rollover will
       meet the requirements of this Section.  Upon approval by the Trustee, the
       amount  rolled over shall be deposited in the Trust and shall be credited
       to  the  Employee's  Rollover  Account.   Such  Account  shall  share  in
       allocations of earnings, losses and expenses of the Trust Fund, but shall
       not  share in  allocations  of  Employer  contributions.  The  Employee's
       Rollover Account shall be distributed in accordance with Article V.

(c)    In the event of a rollover  contribution  on behalf of an Employee who is
       otherwise  eligible  to  participate  in the  Plan  but  who  has not yet
       satisfied the participation  requirements of Section 2.2, such Employee's
       Rollover  Account shall  represent his sole interest in the Plan until he
       becomes a Participant.

SECTION 3.4                TRUSTEE-TO-TRUSTEE TRANSFERS.

(a)    An  Employee  may not cause  assets  from the  qualified  plan of a prior
       employer  to be  transferred  directly by the trustee of such plan to the
       Trustee of this Plan.


                                     - 13 -




<PAGE>



(b)    A direct  rollover as described  in Section  5.13 shall not  constitute a
       trustee-to-trustee transfer for purposes of the Plan.

SECTION 3.5                DEDUCTION LIMITATION.

Employer contributions made with respect to any Plan Year under this Article III
are conditioned  upon such  contributions  being  deductible by the Employer for
such Plan Year under section 404 of the Code.

                                     - 14 -




<PAGE>



                 ARTICLE IV - ALLOCATIONS, VALUATION AND VESTING


As of the Valuation Date, Employer Regular Contributions made under Section 3.1,
if any,  shall be  allocated  to the Account of each  Participant  described  in
Section 4.2 according to the ratio that such Participant's  Compensation for the
Plan Year bears to the Compensation of all Participants for such Plan Year.

SECTION 4.2                PARTICIPANTS WHO WILL RECEIVE AN ALLOCATION.
-----------                ------------------------------------------- 

(a)    An allocation of Employer Regular  Contributions  shall only be made with
       respect to those  Participants  who are  employed  on the last day of the
       Plan Year and have  performed at least 1,000 Hours of Service  during the
       Plan Year.

(b)    No   Participant   will  receive  an  allocation  of  Employer   Matching
       Contributions as none are provided under this Plan.

A  Participant  will not be denied  an  allocation  on the  basis of his  having
attained Normal Retirement Age.

SECTION 4.3                ALLOCATION OF FORFEITURES.

Forfeitures,  if any, will be added to Employer Regular  Contributions,  if any,
and the aggregate  amount  allocated to Participants  based on the ratio of each
Participant's  Compensation to all  Participants'  Compensation  for the current
year.

SECTION 4.4                ALLOCATION LIMITATIONS.

(a)    If a Participant does not participate in, and has never  participated in,
       another  qualified plan maintained by the Employer,  or a welfare benefit
       fund,  as  defined  in  section  419(e)  of the Code,  maintained  by the
       Employer,  or an  individual  medical  account,  as  defined  in  section
       415(l)(2) of the Code,  maintained  by the  Employer,  which  provides an
       Annual Addition as defined in subsection (d)(1), the following provisions
       shall apply:

       (1)    The  amount  of Annual  Additions  which  may be  credited  to the
              Participant's Account for any Limitation Year shall not exceed the
              lesser of the Maximum Permissible Amount, as defined in subsection
              (d)(9),  or any  other  limitation  contained  in  this  Plan.  If
              contributions  that would otherwise be contributed or allocated to
              the Participant's Account would cause the Annual Additions for the
              Limitation  Year to exceed the  Maximum  Permissible  Amount,  the
              amount contributed or allocated will be reduced so that the Annual
              Additions  for  the   Limitation   Year  will  equal  the  Maximum
              Permissible Amount.

       (2)    As  soon  as is  administratively  feasible  after  the end of the
              Limitation Year, the Maximum Permissible Amount for the Limitation
              Year will be determined on the basis of the  Participant's  actual
              Section 415 Compensation for the Limitation Year.

                                     - 15 -




<PAGE>




       (3)    If there is an excess Annual Addition due to a reasonable error in
              estimating a  Participant's  Compensation or due to the allocation
              of Forfeitures (if any), or any other facts and  circumstances  as
              determined   by  the   Committee   and  which  are  found  by  the
              Commissioner  of Internal  Revenue to justify the  availability of
              the  procedures  for  correcting  the  excess as set forth in this
              subsection, the excess will be corrected as follows:

              (A)   Any After-Tax  Employee  Contributions,  to the extent their
                    return  would  reduce the  excess,  will be  returned to the
                    Participant;

              (B)   If after the  application  of paragraph  (A) an excess still
                    exists,  and the  Participant  is covered by the Plan at the
                    end  of  the  Limitation  Year,  the  excess  amount  in the
                    Participant's  Account  will  be  used  to  reduce  Employer
                    contributions  (including any allocation of Forfeitures  for
                    such  Participant)  for the next  Limitation  Year, and each
                    succeeding Limitation Year if necessary;

              (C)   If after the  application  of paragraph  (A) an excess still
                    exists,  and the  Participant  is not covered by the Plan at
                    the end of a Limitation Year, the excess amount will be held
                    unallocated in a suspense account. The suspense account will
                    be applied to reduce future Employer  contributions  for all
                    remaining  Participants  for the next  Limitation  Year, and
                    each succeeding Limitation Year if necessary;

              (D)   If a suspense  account is in  existence at any time during a
                    Limitation  Year  pursuant  to this  Section,  it  will  not
                    receive any allocation of the investment gains and losses of
                    the Trust. If a suspense account is in existence at any time
                    during a  particular  Limitation  Year,  all  amounts in the
                    suspense  account  must  be  allocated  and  reallocated  to
                    Participants'  Accounts  before any  Employer  or  After-Tax
                    Employee  Contributions  may be made to the  Plan  for  that
                    Limitation Year. The excess amount may not be distributed to
                    Participants or former Participants.

(b)    If, in addition to this Plan,  a  Participant  is covered  under  another
       qualified Defined Contribution Plan maintained by the Employer, a welfare
       benefit fund (as defined in section 419(e) of the Code) maintained by the
       Employer,  or an  individual  medical  account  (as  defined  in  section
       415(l)(2) of the Code)  maintained  by the  Employer,  which  provides an
       Annual  Addition as defined in subsection  (d)(1),  during any Limitation
       Year, the following provisions shall apply:

       (1)    The Annual  Additions  which may be  credited  to a  Participant's
              Account  under  this  Plan  for any such  Limitation  Year may not
              exceed  the  Maximum  Permissible  Amount  reduced  by the  Annual
              Additions credited to such Participant's  account under such other
              plans and/or welfare benefit funds for the same  Limitation  Year.
              If the Annual  Additions  with  respect to the  Participant  under
              other  Defined   Contribution  Plans  and  welfare  benefit  funds
              maintained  by the Employer are less than the Maximum  Permissible
              Amount and the Employer contribution that would otherwise be

                                     - 16 -




<PAGE>



              contributed or allocated to the  Participant's  Account under this
              Plan  would  cause such  Participant's  Annual  Additions  for the
              Limitation Year to exceed this limitation,  the amount contributed
              or allocated  will be reduced so that the Annual  Additions  under
              all such  plans and funds for the  Limitation  Year will equal the
              Maximum  Permissible  Amount. If the Annual Additions with respect
              to the Participant under such other Defined Contribution Plans and
              welfare  benefit  funds in the  aggregate  are equal to or greater
              than the Maximum Permissible Amount, no amount will be contributed
              or allocated to the Participant's  Account under this Plan for the
              Limitation Year.

       (2)    As  soon  as is  administratively  feasible  after  the end of the
              Limitation Year, the Maximum Permissible Amount for the Limitation
              Year will be determined on the basis of the  Participant's  actual
              Section 415 Compensation for the Limitation Year.

       (3)    If, as a result of a reasonable error in estimating  compensation,
              Employee  contributions,  the allocation of Forfeitures,  or other
              facts  and  circumstances  as  determined  by  the  Committee,   a
              Participant's  Annual  Additions  under  this Plan and such  other
              plans would include an amount in excess of the Maximum Permissible
              Amount for a Limitation Year, the excess will be deemed to consist
              of  the  Annual  Additions  last  allocated,  except  that  Annual
              Additions  attributable  to a welfare  benefit fund or  individual
              medical  account  will be  deemed  to have  been  allocated  first
              regardless of the actual allocation date.

       (4)    If an  amount  in excess of the  Maximum  Permissible  Amount  was
              allocated  to a  Participant  on an  allocation  date of this Plan
              which  coincides  with an  allocation  date of another  plan,  the
              excess attributed to this Plan will be the product of

              (A)   the total excess allocated as of such date and

              (B)   the  ratio  of (i) the  Annual  Additions  allocated  to the
                    Participant  for the  Limitation  Year as of such date under
                    this Plan to (ii) the total  Annual  Additions  allocated to
                    the  Participant  for the  Limitation  Year as of such  date
                    under  this and all  other  qualified  Defined  Contribution
                    Plans maintained by the Employer.

       (5)    Any  excess  Annual  Addition  attributed  to  this  Plan  will be
              disposed of in the manner described in subsection (a)(3).

(c)    If the Employer maintains, or at any time maintained, a qualified Defined
       Benefit  Plan  covering  any  Participant  in  this  Plan,  the  sum of a
       Participant's  Defined Benefit Fraction and Defined Contribution Fraction
       shall not exceed 1.0 in any Limitation  Year. If the sum of the fractions
       exceeds 1.0, the annual benefit  provided under the Defined  Benefit Plan
       will be reduced until the sum of the fractions equals 1.0.
(d)    Definitions:

       (1)    Annual  Additions:  The sum of the  following  amounts  which  are
              credited to a Participant's Account for the Limitation Year:

                                     - 17 -




<PAGE>




              (A)   Employer contributions,

              (B)   After-Tax Employee Contributions (if any),

              (C)   Forfeitures, and

              (D)   Amounts  allocated,  after March 31, 1984,  to an individual
                    medical  account,  as defined in  section  415(1)(2)  of the
                    Code,  which is part of a pension or annuity plan maintained
                    by  the   Employer,   as  well  as  amounts   derived   from
                    contributions  paid or accrued  after  December 31, 1985, in
                    taxable  years  ending  after  such  date,  attributable  to
                    post-retirement   medical  benefits  and  allocated  to  the
                    separate  account of a Key  Employee,  as defined in section
                    419(d)(3)  of the Code,  under a welfare  benefit  fund,  as
                    defined in  section  419(e) of the Code,  maintained  by the
                    Employer.

              For this  purpose,  any excess  applied under  Sections  (a)(3) or
              (b)(5) in the  Limitation  Year to reduce  Employer  contributions
              will be considered Annual Additions for such Limitation Year.

       (2)    Section  415  Compensation:   For  purposes  of  this  Section,  a
              Participant's  Earned Income (if any), 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, bonuses, fringe benefits, and reimbursements,  or
              other expense allowances under a nonaccountable  plan as described
              in Regulation Section 1.62-2(c)), and excluding the following:

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

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

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

              (D)   Other  amounts  which  received  special  tax  benefits,  or
                    contributions  made by the Employer  (whether or not under a
                    salary  reduction  agreement)  toward  the  purchase  of  an
                    annuity  contract  described  in section  403(b) of the Code
                    (whether or not the  contributions  are actually  excludable
                    from the gross income of the Employee).

                                     - 18 -




<PAGE>




              For  Limitation  Years  beginning  after  December 31,  1991,  for
              purposes of applying the limitations of this Article,  Section 415
              Compensation  for a Limitation Year is the  compensation  actually
              paid or made available  during such Limitation  Year.  Section 415
              Compensation  does not include accrued  compensation  unless it is
              uniform and consistent and paid within two weeks.

              Notwithstanding the preceding  sentence,  section 415 compensation
              for  a  Participant  in  a  Defined   Contribution   Plan  who  is
              permanently and totally  disabled (as defined in section  22(e)(3)
              of the  Code) is the  compensation  such  Participant  would  have
              received for the Limitation  Year if the Participant had been paid
              at the rate of  compensation  at  which  he was  paid  immediately
              before  becoming  permanently and totally  disabled;  such imputed
              compensation  for  the  disabled  Participant  may be  taken  into
              account  only  if  the  Participant  is not a  Highly  Compensated
              Employee  (as  defined  in  section  414(q)  of the  Code)  and if
              contributions   made   on   behalf   of   such   Participant   are
              nonforfeitable when made.

       (3)    Defined Benefit  Fraction:  A fraction,  the numerator of which is
              the sum of the  Participant's  Projected  Annual Benefit under all
              Defined  Benefit Plans (whether or not  terminated)  maintained by
              the Employer,  and the  denominator  of which is the lesser of 125
              percent of the dollar  limitation  determined  for the  Limitation
              Year under  sections  415(b) and (d) of the Code or 140 percent of
              the  highest  average  section  415  compensation,  including  any
              adjustments under section 415(b) of the Code.

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

       (4)    Defined  Contribution  Dollar Limitation:  $30,000 or, if greater,
              one-fourth of the defined  benefit dollar  limitation set forth in
              section  415(b)(1) of the Code,  as indexed,  as in effect for the
              applicable Limitation Year.

       (5)    Defined Contribution  Fraction: A fraction, the numerator of which
              is the sum of the Annual  Additions to the  Participant's  Account
              under this and all other Defined  Contribution  Plans  (whether or
              not terminated) maintained by the Employer for the current and all
              prior   Limitation   Years   (including   the   annual   additions
              attributable   to   the   Participant's   nondeductible   Employee
              contributions  to  all  Defined  Benefit  Plans,  whether  or  not
              terminated,  maintained by the Employer,  and the annual additions
              attributable  to all welfare  benefit funds, as defined in section
              419(e) of the Code, and

                                     - 19 -




<PAGE>



              individual  medical  accounts,  as defined in section 415(1)(2) of
              the Code,  maintained by the  Employer),  and the  denominator  of
              which is the sum of the maximum  aggregate amounts for the current
              and all prior  Limitation  Years which also  constituted  Years of
              Service  with  the  Employer  (regardless  of  whether  a  Defined
              Contribution  Plan was  maintained by the  Employer).  The maximum
              aggregate  amount for any Limitation Year is the lesser of (A) 125
              percent of the dollar limitation  determined under sections 415(b)
              and (d) of the Code in effect under  section  415(c)(1)(A)  of the
              Code  or  (B)  35  percent  of  the   Participant's   Section  415
              Compensation for such year.

              If the Employee was a  Participant  as of the end of the first day
              of the first  Limitation Year beginning after December 31, 1986 in
              one or more Defined  Contribution Plans maintained by the Employer
              which were in  existence  on May 6, 1986,  the  numerator  of this
              fraction  will be  adjusted  if the sum of this  fraction  and the
              Defined  Benefit  Fraction  would  otherwise  exceed 1.0 under the
              terms of this Plan.  Under the adjustment,  an amount equal to the
              product  of (1) the excess of the sum of the  fractions  over 1.0,
              multiplied  by (2)  the  denominator  of  this  fraction,  will be
              permanently  subtracted  from the numerator of this fraction.  The
              adjustment  is  calculated  using the  fractions  as they would be
              computed  as of the  end of the  last  Limitation  Year  beginning
              before January 1, 1987, and  disregarding any changes in the terms
              and  conditions of the Plan made after May 5, 1986,  but using the
              section 415  limitation  applicable to the first  Limitation  Year
              beginning on or after January 1, 1987.

              The Annual  Addition  for any  Limitation  Year  beginning  before
              January 1, 1987,  shall not be  recomputed  to treat all  Employee
              contributions as Annual Additions.

              In  determining  the Defined  Contribution  Fraction under section
              415(e)(3)(B) of the Code and pursuant to this Section of the Plan,
              "100 percent"  shall be substituted  for "125 percent"  unless the
              minimum  allocation  percentage under section  416(c)(2)(A) of the
              Code and  Section  9.3.(a) of the Plan is  increased  from  "three
              percent" to "four  percent"  and the Plan would not be a Top-Heavy
              Plan if "90 percent" were  substituted  for each  reference to "60
              percent" 9.2(b) of the Plan.

       (6)    Employer:  For  purposes of this  Article,  any entity that adopts
              this Plan, and all members of a controlled  group of  corporations
              (as  defined in section  414(b) of the Code as modified by section
              415(h)),  all commonly controlled trades or businesses (as defined
              in section  414(c) as  modified by section  415(h)) or  affiliated
              service  groups  (as  defined  in  section  414(m))  of which  the
              adopting  Employer is part,  and any other  entity  required to be
              aggregated with the Employer pursuant to Regulations under section
              414(o) of the Code.

       (7)    Highest Average Compensation: The average Section 415 Compensation
              for the three consecutive Years of Service with the Employer which
              produces the highest average.  A Year of Service with the Employer
              is the  12-consecutive  month  period  defined in Article I of the
              Plan.

                                     - 20 -




<PAGE>




       (8)    Limitation  Year:  The  Limitation  Year  is the  Plan  Year.  All
              qualified  plans  maintained  by the  Employer  shall use the same
              Limitation  Year. If the Limitation Year is amended to a different
              12-consecutive  month period,  the new Limitation Year shall begin
              on a date within the  Limitation  Year in which the  amendment  is
              made.

       (9)    Maximum  Permissible  Amount: The maximum Annual Addition that may
              be contributed or allocated to a  Participant's  Account under the
              Plan for any Limitation Year shall not exceed the lesser of:

              (A)   the Defined Contribution Dollar Limitation, or

              (B)   25 percent of the Participant's Section 415 Compensation for
                    the Limitation Year.

                    The Section 415 Compensation  limitation  referred to in (B)
                    shall not apply to any  contribution  for  medical  benefits
                    (within the meaning of section 401(h) or section  419A(f)(2)
                    of  the  Code)  which  is  otherwise  treated  as an  Annual
                    Addition under sections 415(1)(1) or 419A(d)(2) of the Code.

                    If a short  Limitation  Year is created because an amendment
                    changes the  Limitation  Year to a different  12-consecutive
                    month  period,  the  Maximum  Permissible  Amount  shall not
                    exceed the Defined Contribution Dollar Limitation multiplied
                    by the following fraction:

                    Number of months in the short Limitation Year
                                                12

       (10)   Projected Annual Benefit:  The annual retirement benefit (adjusted
              to an actuarially equivalent straight life annuity if such benefit
              is  expressed  in a form  other than a  straight  life  annuity or
              qualified  joint and  survivor  annuity) to which the  Participant
              would be entitled under the terms of the Plan assuming:

              (A)   The  Participant  will  continue   employment  until  Normal
                    Retirement  Age under the Plan (or  current  age, if later),
                    and

              (B)   The  Participant's  Section 415 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.

SECTION 4.5                VALUATION.

The assets of the Trust  will be valued on each  Valuation  Date at fair  market
value.  On such date,  the earnings and losses of the Trust will be allocated to
each Participant's Account according to the ratio of such Account balance to all
Account balances, or by utilizing any such other formula as is appropriate under
the circumstances.


                                     - 21 -




<PAGE>



SECTION 4.6                VESTING AND ACCRUAL.

(a)    Employer Regular Contributions:

       The nonforfeitable  percentage of a Participant's Account attributable to
       Employer Regular Contributions is determined as follows:

                                                     The nonforfeitable
              Year(s) of Service:                      percentage is:

                    1                                        10
                    2                                        20
                    3                                        30
                    4                                        40
                    5                                        60
                    6                                        80
                    7                                        100

(b)    Employer Matching Contributions:

       No Employer Matching Contributions are provided under this Plan.

(c)    Notwithstanding  the vesting  schedule(s)  specified above, an Employee's
       right to his or her Accounts will be  nonforfeitable  upon  attainment of
       Normal Retirement Age, death, or Disability.

(d)    For  purposes of  computing  an  Employee's  nonforfeitable  right to his
       Account balance derived from Employer contributions, Years of Service and
       One-Year Breaks in Service will be measured by the Plan Year.

(e)    Years of Service before a One-Year Break in Service:

       (1)    In the case of a Participant  who has incurred a One-Year Break in
              Service, Years of Service before such break will not be taken into
              account  until the  Participant  has  completed  a Year of Service
              after such One-Year Break in Service.

       (2)    In  the  case  of a  Participant  who  has 5 or  more  consecutive
              One-Year Breaks in Service, all service after such One-Year Breaks
              in Service  will be  disregarded  for the  purposes of vesting the
              Employer-derived Account balance that accrued before such One-Year
              Breaks in Service. Such Participant's pre-break service will count
              in vesting the post-break Employer-derived Account balance only if
              either:

              (A)   such  Participant  has any  nonforfeitable  interest  in the
                    Account balance  attributable to Employer  contributions  at
                    the time of separation from service, or


                                     - 22 -




<PAGE>



              (B)   upon returning to service the number of consecutive One-Year
                    Breaks  in  Service  is less  than  the  number  of Years of
                    Service.

              Separate   Accounts  will  be  maintained  for  the  Participant's
              pre-break and post-break  Employer-derived  Account balance.  Both
              Accounts will share in the earnings and losses of the Trust Fund.

              If a Participant  ceases to be employed but is then  reemployed by
              the Employer before a One-Year Break in Service  occurs,  he shall
              continue to  participate in the Plan in the same manner as if such
              termination had not occurred.

(f)    If a  Participant  ceases to be employed  but is then  reemployed  by the
       Employer  after he has  incurred a One-Year  Break in  Service,  and such
       individual  had received a  distribution  of his entire  Vested  interest
       (including  where the  Participant  had no Vested  amount in his Account)
       prior to reemployment, his forfeited Account shall be restored only if he
       repays the full  amount  distributed  to him  before the  earlier of five
       years  after the  first  date on which the  Participant  is  subsequently
       reemployed  by the  Employer  or the  close of the  first  period of five
       consecutive One-Year Breaks in Service commencing after the distribution.
       If a  distribution  occurs for any reason  other than a  separation  from
       service, the time for repayment may not end earlier than five years after
       the date of the distribution.  In the event the former Participant repays
       the full amount  distributed  to him,  the  undistributed  portion of the
       Participant's  Account must be restored in full,  unadjusted  by gains or
       losses occurring after the Valuation Date preceding the distribution.

(g)    If the Plan's  vesting  schedule  is changed or  amended,  or the Plan is
       amended in any way that directly or indirectly affects the computation of
       the  Participant's  nonforfeitable  percentage,  each Participant with at
       least  three  Years of Service  with the  Employer  may  elect,  within a
       reasonable  period after the adoption of the amendment or change, to have
       the nonforfeitable  percentage  computed under the Plan without regard to
       such amendment or change.  For  Participants who do not have at least one
       Hour of Service in any Plan Year  beginning  after December 31, 1988, the
       preceding  sentence  shall be  applied  by  substituting  "five  Years of
       Service" for "three Years of Service" where such language appears.

       The period during which the election may be made shall  commence with the
       date the  amendment  is adopted or deemed to be made and shall end on the
       latest of:

       (1)    60 days after the amendment is adopted;

       (2)    60 days after the amendment becomes effective; or

       (3)    60  days  after  the  Participant  is  issued  written  notice  of
              amendment by the Employer or Plan Administrator.

       Furthermore, if the vesting schedule of a Plan is amended, in the case of
       an  Employee  who is a  Participant  as of the  later  of the  date  such
       amendment is adopted or the date it becomes

                                     - 23 -




<PAGE>



       effective, the nonforfeitable  percentage (determined as of such date) of
       such Employee's right to his Employer-derived accrued benefit will not be
       less than the  percentage  computed under the Plan without regard to such
       amendment.

(h)    If  a  distribution   is  made  at  a  time  when  a  Participant  has  a
       nonforfeitable  right to less than 100  percent  of the  Account  balance
       derived from Employer  contributions and the Participant may increase the
       nonforfeitable percentage in the Account:

       (1)    A  separate  Account  will be  established  for the  Participant's
              interest in the Plan as of the time of the distribution, and

       (2)    At any relevant time the Participant's  nonforfeitable  portion of
              the separate  Account will be equal to an amount ("X")  determined
              by the formula:

              X = P(AB + (R x D)) - (R x D)

              For   purposes  of   applying   the  above   formula:   P  is  the
              nonforfeitable  percentage at the relevant time, AB is the Account
              balance at the relevant time, D is the amount of the distribution,
              and R is the ratio of the Account  balance at the relevant time to
              the Account balance after distribution.  "Relevant time" means the
              time at which,  under  the  plan,  the  Vested  percentage  in the
              Account can not increase.

                                     - 24 -




<PAGE>



                            ARTICLE V - DISTRIBUTIONS


SECTION 5.1                DISTRIBUTIONS OF SMALL ACCOUNT BALANCES.
-----------                --------------------------------------- 

If a Participant  terminates service,  and the value of the Participant's Vested
Account balance derived from Employer and Employee  contributions is not greater
than $3,500,  the  Participant  will receive a distribution  of the value of the
entire Vested portion of such Account balance and the nonvested  portion will be
treated as a Forfeiture.  If the value of a Participant's Vested Account balance
is zero, the Participant shall be deemed to have received a distribution of such
Vested Account balance.

SECTION 5.2                DISTRIBUTIONS WHILE IN-SERVICE.

In-service distributions shall not be permitted.

SECTION 5.3                DISTRIBUTIONS UPON SEPARATION FROM SERVICE.
-----------                ------------------------------------------ 

The  Trustee  shall  distribute  to  Participant  in one  lump  sum,  as soon as
administratively  feasible,  the  value  of  the  Participant's  Vested  Account
balance.  The Trustee shall  distribute  the value of the  Participant's  Vested
Account balance immediately following separation from service.

SECTION 5.4                DISTRIBUTIONS UPON RETIREMENT.

In the event that an applicable  retirement  date has been  reached,  all Vested
amounts   credited  to  the   Participant's   Account   balance   shall   become
distributable.  The distribution  will be made in one lump sum. The distribution
will be made, as soon as  administratively  feasible,  following the  applicable
retirement  date which will include the  attainment  of Normal  Retirement  Age,
Early Retirement Date or the Late Retirement Date.

SECTION 5.5                DISTRIBUTIONS UPON DEATH.

(a)    Upon  the  death of a  Participant,  the  Committee  shall  instruct  the
       Trustee,  in accordance with this Article, to distribute the Account of a
       deceased Participant to that Participant's  Beneficiary.  The Participant
       shall not name as his  Beneficiary  someone  other than his Spouse unless
       and until the  Participant  and Spouse  designate,  in writing on a valid
       waiver form  provided by the  Committee  for such  purpose,  an alternate
       Beneficiary,  which designation shall be witnessed by a notary public. In
       addition,  the  Participant  may designate a  Beneficiary  other than his
       Spouse if: (1) the Participant is legally separated or has been abandoned
       and the  Participant  has a court  order to such  effect (and there is no
       "qualified  domestic relations order" as defined in section 414(p) of the
       Code), or (2) the Participant has no Spouse,  or (3) the Spouse cannot be
       located.  Where the  Participant  makes no  designation,  the Beneficiary
       shall be the Spouse,  and if there is no Spouse, the Beneficiary shall be
       the Participant's  estate.  The Committee may require such proof of death
       and such evidence of the right of other persons to be Beneficiaries as it
       shall deem

                                     - 25 -




<PAGE>



       proper under the  circumstances.  The Committee's  determination of death
       and  of the  right  of any  Beneficiary  to  receive  payments  shall  be
       conclusive.

(b)    The designation of a Beneficiary  shall be made on a form approved by the
       Committee.  A Participant may revoke or change his  designation  with the
       Committee by filing a new  designation  form with the  Committee.  In the
       event that no valid  designation  exists at the time of the Participant's
       death, the death benefit shall be payable to the Participant's estate.

(c)    If the  Participant  was  eligible,  but had not yet  received a lump sum
       distribution  prior to his  death,  the  Trustee  will  make the lump sum
       distribution to the Beneficiary as if the Participant had not died.

(d)    If the Participant dies before  distribution of his interest has begun or
       before age 70E1/2,  his interest shall be made as a lump sum distribution
       within one year of the death of the Participant.

SECTION 5.6                DISTRIBUTIONS UPON DISABILITY.

In the event of a  Participant's  total and  permanent  Disability,  the Trustee
shall  distribute,  as soon  as  administratively  possible,  the  value  of the
Participant's  Vested Account balance. The distribution will be made in one lump
sum  as  soon  as  administratively  feasible  following  the  determination  of
Disability.

SECTION 5.7                SPECIAL BENEFICIARY PROVISIONS.

(a)    Lost Beneficiary.  If, after five years have expired following reasonable
       efforts by the  Committee  to locate a  Participant  or his  Beneficiary,
       including  sending a registered  letter,  return receipt requested to the
       last known address,  the Committee is unable to locate the Participant or
       Beneficiary,  then  the  amounts  distributable  to such  Participant  or
       Beneficiary  shall,  pursuant to  applicable  state and Federal  laws, be
       treated  as  a  Forfeiture   under  the  Plan.  Where  a  Participant  or
       Beneficiary is located subsequent to the Forfeiture,  such benefits shall
       be reinstated by the Committee, and shall not count as an Annual Addition
       under section 415 of the Code.

(b)    Minor Beneficiary. The Committee may instruct the Trustee to distribute a
       sum payable to a minor instead to his or her legal guardian,  or if there
       is no guardian,  to a parent or other responsible adult who maintains the
       residence of the minor. In the  alternative  such  distribution  could be
       made to the  appropriate  custodian under the Uniform Gifts to Minors Act
       or Gift to Minors Act if applicable  under the state laws of the state in
       which the minor resides.  Any payment in this format shall  discharge all
       fiduciaries involved in the distribution including the Trustee, Employer,
       and Plan from liability in regard to the transaction.

(c)    Alternate Payee. A Participant's  rights and benefits shall be subject to
       the rights  afforded to an  alternate  payee  under a qualified  domestic
       relations order. In connection with a proper qualified domestic relations
       order under section 414(p) of the Code, a distribution

                                     - 26 -




<PAGE>



       shall be permitted if such  distribution  is  authorized by the qualified
       domestic  relations  order  even if the  Participant  has not  achieved a
       distributable event under the Plan.

SECTION 5.8    CONSENT OF THE PARTICIPANT REQUIRED FOR DISTRIBUTIONS IF ACCOUNT
-----------    ----------------------------------------------------------------
               BALANCES GREATER THAN $3,500.
               ---------------------------- 

If the value of a Participant's Vested Account balance derived from Employer and
Employee  contributions  exceeds  (or at the  time  of  any  prior  distribution
exceeded)  $3,500,  and the Account  balance is immediately  distributable,  the
Participant (or where the  Participant has died and the Surviving  Spouse is the
Beneficiary,  the  Surviving  Spouse) must consent to any  distribution  of such
Account balance. An Account balance is immediately  distributable if any part of
the Account  balance  could be  distributed  to the  Participant  (or  Surviving
Spouse) before the Participant  attains, or would have attained if not deceased,
the later of Normal Retirement Age or age 62.

The  consent of the  Participant  shall not be  required  to the  extent  that a
distribution  is required  to satisfy  section  401(a)(9)  or section 415 of the
Code. In addition,  upon termination of this Plan, if the Plan does not offer an
annuity option (purchased from a commercial provider) and if the Employer or any
entity  within  the same  controlled  group as the  Employer  does not  maintain
another Defined  Contribution  Plan (other than an employee stock ownership plan
as defined in section  4975(e)(7)  or 409 of the Code or a  simplified  employee
pension  plan as  defined  in section  408(k) of the  Code),  the  Participant's
Account balance may, without the  Participant's  consent,  be distributed to the
Participant.  However,  if any entity  within the same  controlled  group as the
Employer  maintains  another Defined  Contribution  Plan (other than an employee
stock ownership plan as defined as in section 4975(e)(7) or 409 of the Code or a
simplified employee pension plan as defined in section 408(k) of the Code), then
the Participant's Account balance will be transferred, without the Participant's
consent,  to the  plan if the  Participant  does  not  consent  to an  immediate
distribution.

SECTION 5.9                COMMENCEMENT OF BENEFITS.

Unless the Participant elects otherwise,  distribution of benefits will begin no
later than the 60th day after the latest of the close of the Plan Year in which:

       (1)    the  Participant  attains  age 65 (or Normal  Retirement  Age,  if
              earlier);

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

       (3)    the Participant terminates service with the Employer.

Notwithstanding  the  foregoing,  the  failure  of  a  Participant,   Spouse  or
Beneficiary  to  consent  to a  distribution  while  a  benefit  is  immediately
distributable, within the meaning of Section 5.8 of the Plan, shall be deemed to
be an election to defer  commencement  of payment of any benefit  sufficient  to
satisfy this Section.


                                     - 27 -




<PAGE>



SECTION 5.10               REQUIRED DISTRIBUTIONS.

(a)    Because the Plan requires lump sum  distributions  for  Participants  who
       separate  before age 70 1/2,  it  generally  complies  with the  required
       distribution rules of section 401(a)(9). Any participant who participates
       in the Plan after  attaining age 70 1/2 must receive a distribution  each
       year equal to his Account  balance divided by the Life Expectancy of such
       Participant   and  his   Beneficiary  in  accordance  with  the  proposed
       Regulations   promulgated   under   section   401(a)(9)   of  the   Code.
       Distributions  being made pursuant to an election under section 242(b)(2)
       of the Tax Equity  and Fiscal  Responsibility  Act of 1982  (TEFRA)  will
       continue  to be made in such  manner  until such  election  is revoked as
       provided by the proposed Regulations  promulgated under section 401(a)(9)
       of the Code.

SECTION 5.11               ANNUITY CONTRACT.

(a)    Nontransferability  of annuities.  Any annuity contract  distributed from
       the Plan must be nontransferable.

(b)    Conflicts  with  annuity  contracts.  The terms of any  annuity  contract
       purchased and  distributed  by the Plan to a Participant  or Spouse shall
       comply with the requirements of this Plan.

SECTION 5.12               FORM OF DISTRIBUTION.

Distributions  will be  made in cash  only  except  for the  distribution  of an
insurance policy or an annuity contract.

SECTION 5.13               TRUSTEE-TO-TRUSTEE TRANSFERS.

The  Trustee  of this  Plan  will  not  make a  transfer  of such  Participant's
applicable Account balance to the trustee of another plan.

SECTION 5.14               ROLLOVERS TO OTHER PLANS OR IRAS.
------------               -------------------------------- 

Effective with respect to any distribution  made on or after January 1, 1993 and
notwithstanding  any provision of the Plan to the contrary that would  otherwise
limit a Participant's  election under this Section,  a Participant may elect, at
the time and in the manner prescribed by the Administrator,  to have any portion
of an eligible rollover  distribution paid, in a direct rollover, to an eligible
retirement plan specified by the Participant.

Definitions:

(1)    Eligible rollover distribution.  An eligible rollover distribution is any
       distribution  of all or any  portion of the  balance to the credit of the
       Participant, except:

       (A)    any distribution  that is one of a series of  substantially  equal
              periodic  payments (made not less  frequently  than annually) made
              over the life (or life expectancy) of the

                                     - 28 -




<PAGE>



              distributee or the joint lives (or joint life expectancies) of the
              Participant and the Participant's designated Beneficiary,  or over
              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 described in section 408(a) of the Code, an individual
       retirement  annuity  described in section  408(b) of the Code, an annuity
       plan  described  in  section  403(a) of the Code,  or a  qualified  trust
       described in section  401(a) of the Code that  accepts the  distributee's
       eligible  rollover  distribution.  However,  in the  case of an  eligible
       rollover  distribution to the Surviving  Spouse,  an eligible  retirement
       plan  is  an  individual  retirement  account  or  individual  retirement
       annuity.

(3)    Direct  rollover.  A  direct  rollover  is a  payment  by the Plan to the
       eligible retirement plan specified by the Participant.

                                     - 29 -




<PAGE>



                      ARTICLE VI - LOANS AND LIFE INSURANCE


SECTION 6.1                AVAILABILITY OF LOANS.

Loans shall not be permitted  under this Plan and the provisions of this Article
shall not be  implemented  unless and until the  Committee  shall  otherwise  so
determine  in its  discretion.  In the event  loans are in the future  permitted
under  the  Plan,  any  such  loan  shall  be  subject  to such  conditions  and
limitations as the Committee deems necessary for administrative  convenience and
to preserve the tax-qualified status of the Plan.

SECTION 6.2                AMOUNT OF LOANS.

No loan to any  Participant or  Beneficiary  can be made to the extent that such
loan when added to the outstanding balance of all other loans to the Participant
or Beneficiary  would exceed the lesser of (a) $50,000 reduced by the excess (if
any) of the highest  outstanding  balance of loans  during the  one-year  period
ending on the day before the loan is made, over the outstanding balance of loans
from the Plan on the date the loan is made, or (b) one-half the present value of
the  nonforfeitable  accrued benefit of the Participant.  For the purpose of the
above limitation,  all loans from all plans of the Employer and other members of
a group of employers described in sections 414(b), 414(c), 414(m), and 414(o) of
the Code are aggregated.  Furthermore,  any loan shall by its terms require that
repayment  (principal  and  interest) be amortized in level  payments,  not less
frequently  than quarterly,  over a period not extending  beyond five years from
the date of the loan,  unless such loan is used to acquire a dwelling unit which
within a reasonable time  (determined at the time the loan is made) will be used
as the principal  residence of the  Participant.  An assignment or pledge of any
portion  of the  Participant's  interest  in the  Plan  and a loan,  pledge,  or
assignment with respect to any insurance contract purchased under the Plan, will
be treated as a loan under this paragraph.

SECTION 6.3                TERMS OF LOANS.

(a)    Loans shall be made available to all Participants and  Beneficiaries on a
       reasonably equivalent basis.

(b)    Loans shall not be made  available to Highly  Compensated  Employees  (as
       defined  in  section  414(q) of the Code) in an amount  greater  than the
       amount made available to other Employees.

(c)    Loans must be  adequately  secured  using not more than 50 percent of the
       Participant's Vested Account balance, and must bear a reasonable interest
       rate.

(d)    No Participant  loan shall exceed the present value of the  Participant's
       Vested accrued benefit.

(e)    In the  event of  default,  foreclosure  on the note  and  attachment  of
       security will not occur until a distributable event occurs in the Plan.

                                     - 30 -




<PAGE>




(f)    No loans will be made to any  shareholder-employee.  For purposes of this
       requirement,  a  shareholder-employee  means an Employee or officer of an
       electing  small  business  corporation  (S  corporation)  who owns (or is
       considered as owning within the meaning of section 318(a)(1) of the Code)
       on any day  during  the  taxable  year of such  corporation,  more than 5
       percent of the outstanding stock of the corporation.

(g)    Loans  granted or renewed on or after the last day of the first Plan Year
       beginning  after  December  31, 1988 shall be made  pursuant to a written
       Participant  loan program  incorporated  herein by  reference  which will
       include the following:

       (1)    the basis on which loans will be approved or denied;

       (2)    procedures for applying for the loans;

       (3)    person(s) or position(s)  authorized to administer the Participant
              loan program;

       (4)    limitations, if any, on the types and amounts of loans offered;

       (5)    procedures   under  the  program  for  determining  the  rates  of
              interest;

       (6)    the types of collateral which may secure a Participant loan; and

       (7)    the events  constituting  default and the steps that will be taken
              to preserve Plan assets.

SECTION 6.4                PURCHASE OF LIFE INSURANCE CONTRACTS.
-----------                ------------------------------------ 

(a)    The  Trustee  shall  apply  for and will be the  owner  of any  insurance
       contract(s)  purchased  under  the  terms  of this  Plan.  The  insurance
       contract(s)  must provide that  proceeds  will be payable to the Trustee,
       however  the Trustee  shall be  required to pay over all  proceeds of the
       contract(s) to the Participant's  designated Beneficiary if the insurance
       was not purchased as a general  investment of the Plan in accordance with
       the distribution  provisions of this Plan.  Under no circumstances  shall
       the  Trust  retain  any part of the  proceeds  if the  insurance  was not
       purchased  as a  general  investment  of the  Plan.  In the  event of any
       conflict  between  the terms of this Plan and the terms of any  insurance
       contract purchased hereunder, the Plan provisions shall control.

(b)    Any dividends or credits  earned on insurance  contracts will be applied,
       within the taxable year of the  Employer in which  received or within the
       next  succeeding  taxable  year,  toward the next premiums due before any
       further Employer contributions are so applied.

       Any dividends or credits earned on insurance  contracts will be allocated
       to the  Participant's  Account  derived from Employer  contributions  for
       whose benefit the contract is held.

(c)    Contributions  may be used to purchase life insurance on the  Participant
       subject to the following limitations:


                                     - 31 -




<PAGE>



       (1)    Ordinary  life  -  For  purposes  of  these  incidental  insurance
              provisions,  ordinary life insurance  contracts are contracts with
              both non-decreasing death benefits and nonincreasing  premiums. If
              such  contracts  are  purchased,  less  than 1/2 of the  aggregate
              Employer  contributions  allocated to any Participant will be used
              to pay the premiums attributable to them.

       (2)    Term  and  universal  life - No  more  than  1/4 of the  aggregate
              Employer  contributions  allocated to any Participant will be used
              to pay the premiums on term life  insurance  contracts,  universal
              life insurance  contracts,  and all other life insurance contracts
              which are not ordinary life.

       (3)    Both  ordinary and term or universal  life  insurance - The sum of
              1/2 of the  ordinary  life  insurance  premiums and all other life
              insurance  premiums will not exceed 1/4 of the aggregate  Employer
              contributions allocated to any Participant.

SECTION 6.5                DISTRIBUTION OF INSURANCE CONTRACTS.

Insurance  contracts  on a  Participant's  life will be  converted to cash or an
annuity  or  distributed  to  the  Participant  upon  the  commencement  of  the
distribution of benefits under this Plan.

                                     - 32 -




<PAGE>



                        ARTICLE VII - PLAN ADMINISTRATION


SECTION 7.1                DUTIES OF THE EMPLOYER.

The Employer shall have overall responsibility for the establishment, amendment,
termination,  administration,  and  operation of the Plan.  The  Employer  shall
discharge  this  responsibility  by  appointing a  Committee,  to which shall be
delegated overall responsibility for administering and operating the Plan.

SECTION 7.2         THE COMMITTEE.

(a)    The  Committee  shall be the  "named  fiduciary"  (as  defined in section
       402(a)(2) of ERISA), the  "Administrator" (as defined in section 3(16) of
       ERISA and  section  414(g) of the  Code),  and the agent for  service  of
       process of the Plan.

(b)    The  Committee  shall  consist  of  officers  or other  Employees  of the
       Employer,  or any other person(s) who shall be appointed by the Employer.
       The  members  of  the  Committee  shall  serve  at the  direction  of the
       Employer. In the absence of such appointment, the Employer shall serve as
       the  Committee.  Any member of the Committee may resign by delivering his
       written  resignation  to the Employer and to the  Committee,  which shall
       become  effective  upon the date  specified  therein.  In the  event of a
       vacancy on the  Committee,  the remaining  members shall  constitute  the
       Committee  with  full  power to act  until the  Employer  appoints  a new
       Committee member. The Employer may from time to time remove any Committee
       member with or without cause and appoint a successor thereto.

SECTION 7.3                APPOINTMENT OF ADVISOR.

The  Committee  may employ any such  person or entity as it deems  necessary  to
assist in the  administration of the Plan and provide services including but not
limited to tax advice,  amendment,  termination  and operation of the Plan,  and
advice  concerning  reports filed with the Internal  Revenue  Service.  Any such
advisor shall not be the  Administrator of the Plan (as defined in section 3(16)
of ERISA and section 414(g) of the Code).

SECTION 7.4                POWERS AND DUTIES OF THE COMMITTEE.
-----------                ---------------------------------- 

(a)    The Committee,  on behalf of the  Participants  and  Beneficiaries of the
       Plan,  shall  enforce  the Plan and  Trust in  accordance  with the terms
       thereof,   and  shall  have  all  powers  necessary  to  carry  out  such
       provisions.  The Committee  shall  interpret the Plan and Trust and shall
       determine all questions arising in the  administration and application of
       the Plan and  Trust.  Any such  interpretation  or  determination  by the
       Committee shall be conclusive and binding on all persons.

       The Committee shall  establish  rules and  regulations  necessary for the
       proper  conduct and  administration  of the Plan,  and from time to time,
       shall change or amend these rules and

                                     - 33 -




<PAGE>



       regulations.  The  Committee  shall also have the power to authorize  all
       disbursements by the Trustee from the Trust in accordance with the Plan's
       terms.

(b)    At the  direction of the  Committee,  distributions  to minors or persons
       declared  incompetent may be made by the Trustee directly to such persons
       or to the legal guardians or conservators of such persons.  The Employer,
       the Committee, and the Trustee shall not be required to see to the proper
       application of such distributions made to any of such persons, but his or
       their  receipt  thereof shall be a full  discharge of the  Employer,  the
       Committee, and the Trustee of any obligation under the Plan or the Trust.

SECTION 7.5                ORGANIZATION AND OPERATION.

(a)    The Committee shall act by a majority of its members then in office,  and
       such  action  may be taken  either by a vote at a meeting  or by  written
       consent without a meeting. The Committee may authorize any one or more of
       its  members  to  execute  any  document  or  documents  on behalf of the
       Committee,  in which event the Committee  shall notify the  Employer,  in
       writing,  of such  authorization  and the name or names of its  member or
       members so designated.  The Employer  thereafter shall accept and rely on
       any  documents  executed  by said member of the  Committee  or members as
       representing  action by the Committee until the Committee shall file with
       the Employer a written revocation of such designation.

(b)    The Committee may adopt such bylaws and regulations as it deems desirable
       for  the  conduct  of  its  affairs  and  may  employ  and  appropriately
       compensate such accountants,  counsel, specialists,  actuaries, and other
       persons  as it  deems  necessary  or  desirable  in  connection  with the
       administration  and maintenance of the Plan. The Committee shall have the
       authority to control and manage the operation and  administration  of the
       Plan.

SECTION 7.6                CLAIMS PROCEDURE.

(a)    A claim for  benefits  under the Trust  shall be filed on an  application
       form supplied by the Committee.  Written notice of the disposition of the
       claim  shall  be  furnished  to the  claimant  within  90 days  after  an
       application   form  is  received  by  the   Committee,   unless   special
       circumstances  (as determined by the Committee)  require an extension for
       processing  the claim.  If such an extension is required,  the  Committee
       shall  render a decision  as soon as  possible  subsequent  to the 90-day
       period, but such decision shall not be rendered later than 180 days after
       the application form is received by the Committee. Written notice of such
       extension shall be furnished to the claimant prior to the commencement of
       the  extension  indicating  the  special  circumstances   requiring  such
       extension  and the date by which the  Committee  expects  to  render  the
       decision on the claim.  In the event the claim is denied,  the  Committee
       shall set forth in  writing  the  reasons  for the  denial and shall cite
       pertinent  provisions  of the Plan and Trust upon which the  decision  is
       based.  In addition,  the Committee  shall  provide a description  of any
       additional material or information  necessary for the claimant to perfect
       the claim,  an  explanation  of why such  information  is necessary,  and
       appropriate information as to the steps to be taken if the Participant or
       Beneficiary  wish to submit  such  claim for  review as  provided  in (b)
       below.

                                     - 34 -




<PAGE>




(b)    A Participant or Beneficiary  whose claim described in (a) above has been
       denied in whole or in part shall be entitled to the  following  rights if
       exercised within 60 days after written denial of a claim is received:

       (1)    to request a review of the claim upon written  application  to the
              Committee;

       (2)    to review documents associated with the claim; and

       (3)    to submit issues and comments in writing to the Committee.

(c)    If a Participant  or a  Beneficiary  requests a review of the claim under
       (b) above, the Committee shall conduct a full review  (including a formal
       hearing if desired) of such request, and a decision on such request shall
       be made  within 60 days after the  Committee  has  received  the  written
       request  for review  from the  Participant  or the  Beneficiary.  Special
       circumstances  (such as a need for full hearing on request) can allow the
       Committee to extend the decision on such request,  but the decision shall
       be  rendered  no later than 120 days after  receipt  of the  request  for
       review.  Written  notice of such an  extension  shall be furnished to the
       Participant  or  the  Beneficiary   prior  to  the  commencement  of  the
       extension.  The decision of the Committee on review shall be set forth in
       writing and shall  include  specific  reasons for the decision as well as
       specific  references to the pertinent  provisions of the Plan or Trust on
       which the decision is based.

SECTION 7.7                RECORDS AND REPORTS.

(a)    The Committee shall be entitled to rely upon certificates,  reports,  and
       opinions  provided by an accountant,  tax or pension advisor,  actuary or
       legal counsel employed by the Employer or Committee.  The Committee shall
       keep a record of all its  proceedings  and acts,  and shall keep all such
       books of account,  records,  and other data as may be  necessary  for the
       proper  administration  of the Plan.  The  regularly  kept records of the
       Committee,  the Employer, and the Trustee shall be conclusive evidence of
       a Participant's  service, his Compensation,  his age, his marital status,
       his status as an Employee,  and all other matters  contained  therein and
       relevant to this Plan; provided,  however, that a Participant may request
       a correction in the record of his age at any time prior to his retirement
       and such correction shall be made if within 90 days after such request he
       furnishes  a  birth   certificate,   baptismal   certificate,   or  other
       documentary proof of age satisfactory to the Committee in support of this
       correction.

(b)    Each  Participant  and each  Participant's  designated  Beneficiary  must
       notify the  Committee  in writing of his mailing  address and each change
       thereof.   Any   communication,   statement  or  notice  addressed  to  a
       Participant  or  Beneficiary  at the last mailing  address filed with the
       Committee, or if no address is filed with the Committee, the last mailing
       address  as shown  on the  Employer's  records,  will be  binding  on the
       Participant and his Beneficiary for all purposes of the Plan. Neither the
       Committee  nor the  Trustee  shall be  required to search for or locate a
       Participant or a Beneficiary.


                                     - 35 -




<PAGE>



SECTION 7.8                LIABILITY.

(a)    A member of the Committee  shall not be liable for any act, or failure to
       act, of any other member of the Committee, except to the extent that such
       member:

       (1)    Knowingly  participates  in, or undertakes  to conceal,  an act or
              omission of another  Committee  member,  knowing  that such act or
              omission is a breach of fiduciary duty to the Plan;

       (2)    Fails to comply with the specific  responsibilities given him as a
              member of the Committee,  and such failure  enables another member
              of the Committee to commit a breach of fiduciary duty to the Plan;
              or

       (3)    Has knowledge of a breach of fiduciary duty to the Plan by another
              member of the  Committee,  unless  such  member  makes  reasonable
              effort under the circumstances to remedy such breach.

(b)    Each member of the Committee shall be liable with respect to his own acts
       of  willful  misconduct  or gross  negligence  concerning  the Plan.  The
       Employer may  indemnify  the Committee or each of its members for part or
       all expenses,  costs,  or liabilities  arising out of the  performance of
       duties  required  by the  terms of the Plan or  Trust,  except  for those
       expenses,  costs,  or  liabilities  arising  out  of a  member's  willful
       misconduct or gross negligence.

SECTION 7.9                RELIANCE AND STATEMENTS.

The  Committee,  in  any  of  its  dealings  with  Participants  hereunder,  may
conclusively rely on any written statement, representation, or documents made or
provided by such Participants.

SECTION 7.10               REMUNERATION AND BONDING.

(a)    Unless  otherwise  determined  by  the  Committee,  the  members  of  the
       Committee shall serve without  remuneration  for services to the Plan and
       Trust.  However, all expenses of the Committee shall be paid by the Trust
       except to the extent paid by the Employer.  Such  expenses  shall include
       any expenses  incidental to the  functioning of the Committee,  including
       but  not  limited  to fees  of  accountants,  legal  counsel,  and  other
       specialists, or any other costs entailed in administering the Plan.

(b)    Except as  required  by ERISA or other  federal  law,  the members of the
       Committee shall serve without bond.

SECTION 7.11               COMMITTEE DECISIONS FINAL.

The decision of the Committee in matters within its jurisdiction shall be final,
binding,  and  conclusive  upon the  Employer  and the  Trustee  and  upon  each
Employee, Participant,  former Participant,  Beneficiary, and every other person
or party interested or concerned.

                                     - 36 -




<PAGE>





                                     - 37 -




<PAGE>



                         ARTICLE VIII - TRUST AGREEMENT


SECTION 8.1                ESTABLISHMENT OF 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 VIII
shall become effective with respect to the Employer.

SECTION 8.2                CONTRIBUTIONS TO TRUSTEE.

The Trustee shall accept any cash, and may accept any other property tendered to
it as  contributions  hereunder,  but  shall  not be under any duty nor have any
right to require the  Employer or any other  person to  contribute  to the Trust
Fund or to determine  whether the amount of any  contribution has been correctly
computed under the terms of the Plan.

SECTION 8.3                PURPOSE OF 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.

SECTION 8.4                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 Committee may direct in
writing.  Instructions  to the Trustee from the  Committee  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  Committee  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.

                                     - 38 -




<PAGE>




SECTION 8.5                EXCLUSIVE BENEFIT.

(a)    Except as the Committee 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  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  Committee  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.

SECTION 8.6                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.


                                     - 39 -




<PAGE>



SECTION 8.7                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.

The  Trustee  shall  not be liable  for  acquiring,  retaining  or  selling  any
investment or reinvestment  made in accordance with a direction of the Committee
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 Committee;
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 Committee  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.

SECTION 8.8                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

                                     - 40 -




<PAGE>



       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  Committee  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.

(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

                                     - 41 -




<PAGE>



       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  monies  and  assets of the Trust into  common  trust  funds
       established  for  the  Plan,  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 10  percent  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.


                                     - 42 -




<PAGE>



SECTION 8.9                INVESTMENT MANAGER.

Upon written notice to the Trustee and the  Committee,  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 Committee
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  Committee 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.

SECTION 8.10               COMPENSATION OF TRUSTEE 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 Committee 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.

SECTION 8.11               REPORTS OF TRUSTEE.

The Trustee  shall  maintain  records of receipts  and  disbursements  and shall
render reports on at least an annual basis to the Committee and to  Participants
in 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 Committee.


                                     - 43 -




<PAGE>



SECTION 8.12               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 Committee 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 Committee,  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  Committee.  The  appointment  of a
       Trustee shall become effective as of the date the Committee  receives the
       Trust's written acceptance of the appointment. The Trustee's signature on
       the Plan constitutes  acceptance of the appointment.  The Committee shall
       appoint a new  Trustee if a Trustee  fails to accept its  appointment  in
       writing.

SECTION 8.13               THE COMMITTEE.

The Employer  shall  certify to the Trustee from time to time the name(s) of the
person(s)  constituting  the  Committee.  All  directions  to the Trustee by the
Committee shall be in writing,  properly  certified by a Committee  member.  The
Trustee shall be entitled to rely without  further inquiry upon all such written
directions received from the Committee.

SECTION 8.14               AMENDMENT AND TERMINATION.

The  Committee  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.


                                     - 44 -




<PAGE>



SECTION 8.15               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.

SECTION 8.16               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 Committee 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 Committee. Except to
       the extent that the Trust allows self-  directed  accounts and individual
       Participants (or their  Beneficiaries)  to direct the investment of their
       Accounts,  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
       Committee  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 Committee,  is attributable to the  participation in
       the  Plan of the  Employees  and  their  Beneficiaries  affected  by such
       termination or by such transaction.

SECTION 8.17               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.


                                     - 45 -




<PAGE>



SECTION 8.18               PARTICIPANT-DIRECTED INVESTMENTS.

(a)    A Participant or  Beneficiary  may elect in writing to have the Committee
       direct the Trustee to invest and  reinvest  all of the  Account  balances
       (Employer  and  Employee)  on his behalf and all  earnings  thereon.  The
       direction will be with respect to any investment(s) or investment fund(s)
       permitted  under the Trust agreement and selected by the Committee in any
       combination,  specifying  the  percentage  of  each as  permitted  by the
       Committee.  This election shall become effective,  and the Participant or
       Beneficiary may thereafter change or revoke such election,  at such times
       as the Committee determines, under non- discriminatory rules.

(b)    The Trustee and the Committee  shall not be liable or responsible for any
       loss  resulting  to the  Participant's  Accounts  because  of any sale or
       investment  directed by the Participant  under this Section or because of
       the failure to take any action regarding an investment  acquired pursuant
       to such  elective  investment.  The  Trustee and the  Committee  shall be
       indemnified by the Participant from and against any personal liability to
       which the Trustee and the  Committee may be subjected due to carrying out
       an elective  investment directed by the Participant or for failure to act
       in the absence of instructions from the Participant.

                                     - 46 -




<PAGE>



                 ARTICLE IX - AMENDMENT, TERMINATION AND MERGER


SECTION 9.1                AMENDMENT.

(a)    The Employer,  by action of the Committee reserves the right to amend the
       Plan and Trust,  by resolution of the Employer,  to the extent  permitted
       under the Code and ERISA. No amendment  affecting the rights or duties of
       the  Trustee  shall be  effective  without  the  written  consent  of the
       Trustees.

(b)    No amendment to the Plan shall be effective to the extent that it has the
       effect of decreasing a Participant's accrued benefit. Notwithstanding the
       preceding sentence, a Participant's Account balance may be reduced to the
       extent  permitted  under section  412(c)(8) of the Code.  For purposes of
       this  paragraph,  a Plan  amendment  which has the effect of decreasing a
       Participant's Account balance or eliminating an optional form of benefit,
       with respect to benefits  attributable  to service  before the  amendment
       shall be treated as reducing an accrued benefit.

SECTION 9.2                TERMINATION.

(a)    The Employer  intends to continue the Plan  indefinitely  and to fund the
       Plan as required by law and its terms. However, the Employer reserves the
       right to  terminate  the Plan at any  time.  If the  Plan is  totally  or
       partially  terminated,  or in the event of a complete  discontinuation of
       contributions  under the Plan, a Participant  whose  participation in the
       Plan is  terminated as a result of such total or partial  termination  or
       who is affected by the complete  discontinuation  of contributions to the
       Plan shall be 100 percent Vested with respect to his Accounts, determined
       as of the date of such total or partial termination.

(b)    Upon  termination  of the Plan, the Employer shall allocate the assets of
       the Plan,  after the  payment  of or set  aside  for the  payment  of all
       expenses,  among the Participants  and their  Beneficiaries in accordance
       with the Code and ERISA.

(c)    Upon  termination of the Plan,  and after all  liabilities of the Plan to
       Participants and Beneficiaries  have been satisfied,  any residual assets
       of the Plan due to a  contribution  in excess of section 415 limits shall
       be  distributed  to the  Employer  provided  such  distribution  does not
       contravene any provision of the law or the Plan.

(d)    The  allocation  of benefits  under this  Article  shall be  accomplished
       either through the continuance of the Trust, the creation of a new Trust,
       the  payment  of the  benefits  to be  provided  to the  Participants  or
       Beneficiaries, or the purchase of annuity contracts, as determined by the
       Employer.

SECTION 9.3                MERGER, CONSOLIDATION OR TRANSFER.

The Employer shall have the right at any time to merge or  consolidate  the Plan
with any other plan, or transfer the assets or  liabilities  of the Trust to any
other plan provided each Participant

                                     - 47 -




<PAGE>



would (if the Plan were then  terminated)  receive a benefit  immediately  after
such merger,  consolidation  or transfer which would equal or exceed the benefit
the  Participant  would have been  entitled to  immediately  before such merger,
consolidation or transfer (if the Plan were then terminated).

                                     - 48 -




<PAGE>



                        ARTICLE X - TOP-HEAVY PROVISIONS


SECTION 10.1               APPLICABILITY.

The provisions of this Article X shall not apply to the Plan with respect to any
Plan  Year  in  which  the  Plan is not  Top-Heavy.  If the  Plan is or  becomes
Top-Heavy in any Plan Year beginning  after December 31, 1983, the provisions of
this Article will supersede any conflicting provisions in the Plan.

SECTION 10.2               DEFINITIONS.

(a)    Key Employee:  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  if such  individual's  Annual  Compensation
       exceeds 50 percent of the dollar limitation under section 415(b)(1)(A) of
       the Code,  (2) an owner (or  considered an owner under section 318 of the
       Code)  of one of the  ten  largest  interests  in the  Employer  if  such
       individual's  Annual  Compensation  exceeds  100  percent  of the  dollar
       limitation   under   section    415(c)(1)(A)   of   the   Code,   (3)   a
       more-than-5-percent  owner of the Employer,  or (4) a more-than-1-percent
       owner  of the  Employer  who has an  Annual  Compensation  of  more  than
       $150,000.  "Annual Compensation" means compensation as defined in section
       415(c)(3) of the Code, but including amounts  contributed by the Employer
       pursuant to a salary  reduction  agreement  which are excludable from the
       Employee's gross income under sections 125,  402(e)(3),  402(h) or 403(b)
       of the Code. The  "Determination  Period" is the Plan Year containing the
       Determination Date and the four (4) preceding Plan Years.

       The  determination  of who is a Key Employee  will be made in  accordance
       with section 416(i)(1) of the Code and the Regulations thereunder.

(b)    Top-Heavy Plan: For any Plan Year beginning after December 31, 1983, this
       Plan is Top- Heavy if any of the following conditions exists:

       (1)    If the  Top-Heavy  Ratio for this Plan exceeds 60 percent and this
              Plan is not part of any Required  Aggregation  Group or Permissive
              Aggregation Group of plans.

       (2)    If this Plan is a part of a Required  Aggregation  Group of plans,
              but not part of a  Permissive  Aggregation  Group of plans and the
              Top-Heavy Ratio for the group of plans exceeds 60 percent.

       (3)    If this Plan is a part of a Required Aggregation Group and part of
              a Permissive  Aggregation  Group of plans and the Top-Heavy  Ratio
              for the Permissive Aggregation Group exceeds 60 percent.

(c)    Super-Top-Heavy  Plan: A plan is  Super-Top-Heavy if such a plan would be
       Top-Heavy if "90 percent" were substituted for "60 percent" each place it
       appears in (b) above.


                                     - 49 -




<PAGE>



(d)    Top-Heavy Ratio:

       (1)    If the Employer  maintains one or more Defined  Contribution Plans
              (including any simplified  employee pension plan) and the Employer
              has not  maintained  any  Defined  Benefit  Plan which  during the
              5-year period ending on the  Determination  Date(s) has or has had
              accrued  benefits,  the Top-Heavy Ratio for this Plan alone or for
              the required or Permissive Aggregation Group, as appropriate, is a
              fraction,  the  numerator  of  which  is the  sum  of the  Account
              balances  of all Key  Employees  as of the  Determination  Date(s)
              (including  any part of any  Account  balance  distributed  in the
              5-year  period  ending  on the  Determination  Date(s)),  and  the
              denominator of which is the sum of all Account balances (including
              any part of any Account  balance  distributed in the 5-year period
              ending on the Determination  Date(s)), both computed in accordance
              with section 416 of the Code and the Regulations thereunder.  Both
              the numerator and denominator of the Top-Heavy Ratio are increased
              to  reflect  any   contribution   not  actually  made  as  of  the
              Determination Date, but which is required to be taken into account
              on that date  under  section  416 of the Code and the  Regulations
              thereunder.

       (2)    If the Employer  maintains one or more Defined  Contribution Plans
              (including any simplified  employee pension plan) and the Employer
              maintains  or has  maintained  one or more Defined  Benefit  Plans
              which during the 5-year period ending on the Determination Date(s)
              has or has had any accrued  benefits,  the Top-Heavy Ratio for any
              required or  Permissive  Aggregation  Group as  appropriate,  is a
              fraction,  the  numerator of which is the sum of Account  balances
              under the aggregated  Defined  Contribution  Plan or Plans for all
              Key Employees,  determined in accordance  with (1) above,  and the
              Present Value of accrued  benefits  under the  aggregated  Defined
              Benefit   Plan  or  Plans  for  all  Key   Employees   as  of  the
              Determination  Date(s), and the denominator of which is the sum of
              the Account  balances  under the aggregated  Defined  Contribution
              Plan or Plans for all Participants,  determined in accordance with
              (1) above,  and the Present  Value of accrued  benefits  under the
              Defined  Benefit  Plan or  Plans  for all  Participants  as of the
              Determination  Date(s),  are determined in accordance with section
              416 of the  Code  and  the  Regulations  thereunder.  The  accrued
              benefits  under a Defined  Benefit Plan in both the  numerator and
              denominator   of  the  Top-Heavy   Ratio  are  increased  for  any
              distribution  of an  accrued  benefit  made in the  5-year  period
              ending on the Determination Date.

       (3)    For purposes of (1) and (2) above,  the value of Account  balances
              and the Present Value of accrued benefits will be determined as of
              the most recent  Valuation Date that falls within or ends with the
              12-month  period  ending  on the  Determination  Date,  except  as
              provided in section 416 of the Code and the Regulations thereunder
              for the first and second Plan Years of a Defined Benefit Plan. The
              Account  balances and accrued benefits of a Participant (a) who is
              not a Key Employee but who was a Key Employee in a prior year,  or
              (b) who has not been  credited  with at least one Hour of  Service
              with any  Employer  maintaining  the Plan at any time  during  the
              5-year   period   ending  on  the   Determination   Date  will  be
              disregarded.  The  calculation  of the  Top-Heavy  Ratio,  and the
              extent to which distributions, rollovers and transfers are

                                     - 50 -




<PAGE>



              taken into account will be made in accordance  with section 416 of
              the Code and the Regulations  thereunder.  Employee  contributions
              previously  deductible  under  section 219 of the Code will not be
              taken into account for purposes of computing  the TopHeavy  Ratio.
              When aggregating  plans, the value of Account balances and accrued
              benefits will be calculated  with  reference to the  Determination
              Dates that fall within the same calendar year.

              The accrued  benefit of a  Participant  other than a Key  Employee
              shall be  determined  under  either (a) the method,  if any,  that
              uniformly  applies for accrual  purposes under all Defined Benefit
              Plans  maintained  by the  Employer,  or (b) if  there  is no such
              method,  as if such  benefit  accrued  not more  rapidly  than the
              slowest  accrual  rate  permitted  under  the  fractional  rule of
              section 411(b)(1)(C) of the Code.

(e)    Permissive  Aggregation  Group: 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 sections 401(a)(4) and 410 of the Code.

(f)    Required  Aggregation  Group:  (1) Each qualified plan of the Employer in
       which at least one Key Employee  participates or participated at any time
       during the  Determination  Period  (regardless  of  whether  the Plan has
       terminated),  and (2) any  other  qualified  plan of the  Employer  which
       enables a plan  described  in (1) to meet the  requirements  of  sections
       401(a)(4) or 410 of the Code.

(g)    Determination  Date: 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, the last day of that year.

(h)    Valuation  Date: The date as defined in Article I of the Plan as of which
       Account   balances  or  accrued  benefits  are  valued  for  purposes  of
       calculating the Top-Heavy Ratio.

(i)    Present Value:  Present Value shall be determined  using the interest and
       mortality rates specified in the applicable  Plans.  Notwithstanding  the
       foregoing,  all  determinations  shall be made in accordance with section
       416 of the Code and the Regulations promulgated thereunder.


                                     - 51 -




<PAGE>



SECTION 10.3               MINIMUM ALLOCATION.

(a)    Except as otherwise provided in (c) and (d) below, Employer contributions
       and  Forfeitures  allocated on behalf of any Participant who is not a Key
       Employee shall not be less than the lesser of three percent (four percent
       if the Plan is super-Top-Heavy) of such Participant's Compensation, or in
       the case where the Employer has no Defined Benefit Plan which  designates
       this Plan to satisfy  section 401 of the Code, the largest  percentage of
       Employer  contributions  and  Forfeitures,  as a percentage  of the first
       $200,000 of the Key Employee's  Compensation,  allocated on behalf of any
       Key Employee for that year. The minimum  allocation is determined without
       regard to any Social Security contribution. This minimum allocation shall
       be made even though, under the Plan provisions, the Participant would not
       otherwise be entitled to receive an allocation,  or would have received a
       lesser allocation for the year because of (1) the  Participant's  failure
       to complete  1,000 Hours of Service  (or any  equivalent  provided in the
       Plan),  or (2)  the  Participant's  failure  to make  mandatory  Employee
       contributions to the Plan or (3) Compensation less than a stated amount.

(b)    For  purposes of computing  the minimum  allocation,  Compensation  means
       Compensation as defined in Article I of the Plan.

(c)    The provision in (a) above shall not apply to any Participant who was not
       employed by the Employer on the last day of the Plan Year.

(d)    The  provision  in (a) above  shall not apply to any  Participant  to the
       extent the  Participant  is covered  under any other plan or plans of the
       Employer and the minimum allocation or benefit requirement  applicable to
       Top-Heavy Plans will be met in the other plan or plans.

SECTION 10.4               NONFORFEITABILITY OF MINIMUM ALLOCATION.

The minimum  allocation  required (to the extent  required to be  nonforfeitable
under  section  416(b)) may not be  forfeited  under  sections  412(a)(3)(B)  or
411(a)(3)(D) of the Code.

SECTION 10.5               ALLOCATION LIMITATIONS.

In determining the Defined  Contribution  Fraction under section 415(e)(3)(B) of
the Code and  pursuant  to  Section  4.4 of the  Plan,  "100  percent"  shall be
substituted for "125 percent"  unless the minimum  allocation  percentage  under
section  416(c)(2)(A)  of the Code and Section  9.3.(a) of the Plan is increased
from "three percent" to "four percent" and the Plan would not be a TopHeavy Plan
if "90  percent"  were  substituted  for "60  percent"  each place it appears in
Section 9.2(b) of the Plan.


                                     - 52 -




<PAGE>



SECTION 10.6               MINIMUM VESTING SCHEDULES.

(a)    For any Plan Year in which this Plan is Top-Heavy,  the vesting  schedule
       below will automatically  apply to the Plan. The minimum vesting schedule
       applies to all  benefits  within the meaning of section  411(a)(7) of the
       Code  except  those  attributable  to Employee  contributions,  including
       benefits  accrued  before the effective  date of section 416 and benefits
       accrued  before the Plan  became  Top-Heavy.  Further,  no  decrease in a
       Participant's nonforfeitable percentage may occur in the event the Plan's
       status as Top- Heavy  changes for any Plan Year.  However,  this  Section
       does not apply to the Account  balances of any Employee who does not have
       an Hour of Service after the Plan has initially become Top-Heavy and such
       Employee's  Account balance  attributable to Employer  contributions  and
       Forfeitures will be determined without regard to this Section.

(b)    The  nonforfeitable  interest  of  each  Employee  in his or her  Account
       balance attributable to Employer contributions shall be determined on the
       basis of the following:

                                                     The nonforfeitable
                    Year(s) of Service:                percentage is:

                           1                                   0
                           2                                  20
                           3                                  40
                           4                                  60
                           5                                  80
                           6                                 100

(c)    If the vesting schedule under the Plan becomes subject to or is no longer
       subject  to the above  schedule  for any Plan Year  because of the Plan's
       Top-Heavy status,  such shift is an amendment to the vesting schedule and
       the election provided in Section 4.6(g) of the Plan shall be available.

                                     - 53 -




<PAGE>



                         ARTICLE XI - GENERAL PROVISIONS


SECTION 11.1               GOVERNING LAW.

(a)    The  Plan  and  Trust  are   established   under,   and  their  validity,
       construction,  and effect  shall be governed by, the laws of the State of
       New York.

(b)    The parties to the Trust  intend  that the Trust be exempt from  taxation
       under section 501(a) of the Code, and any ambiguities in its construction
       shall be  resolved in favor of an  interpretation  which will affect such
       intention.

SECTION 11.2               POWER TO ENFORCE.

The Committee  shall have authority to enforce the Plan on behalf of any and all
persons having or claiming any interest in the Trust or Plan.

SECTION 11.3               ALIENATION OF BENEFITS.

Benefits under the Plan shall not be subject to anticipation,  alienation, sale,
transfer,   assignment,  pledge,  encumbrance  or  charge  and  any  attempt  to
anticipate,  alienate,  sell, transfer,  assign, pledge,  encumber or charge the
same  shall be void,  nor shall any such  benefits  be in any way  liable for or
subject to the debts, contracts, liabilities, engagements or torts of any person
entitled  to such  benefits.  This  Section  shall also  apply to the  creation,
assignment or  recognition  of a right to any benefit  payable with respect to a
Participant  pursuant  to a  domestic  relations  order,  unless  such  order is
determined to be a "qualified  domestic  relations  order" as defined in section
414(p) of the Code, or any domestic  relations  order entered  before January 1,
1985.

SECTION 11.4               NOT AN EMPLOYMENT CONTRACT.

The Plan is not and shall not be deemed to  constitute  a contract  between  the
Employer and any Employee, or to be a consideration for, or an inducement to, or
a condition of, the  employment of any Employee.  Nothing  contained in the Plan
shall  give  or be  deemed  to give an  Employee  the  right  to  remain  in the
employment of the Employer or to interfere  with the right to be retained in the
employ of the Employer, any legal or equitable right against the Employer, or to
interfere  with the right of the Employer to discharge or retire any Employee at
any time.

SECTION 11.5               DISCRETIONARY ACTS.

Any  discretionary  acts  to be  taken  under  the  Plan  with  respect  to  the
classification   of   Employees,    contributions,    or   benefits   shall   be
nondiscriminatory  and uniform in nature and applicable to all persons similarly
situated.


                                     - 54 -




<PAGE>



SECTION 11.6               INTERPRETATION.

(a)    Savings Clause.  If any provision or provisions of the Plan shall for any
       reason be invalid or unenforceable,  the remaining provisions of the Plan
       shall be carried  into  effect,  unless the  effect  thereof  would be to
       materially alter or defeat the purposes of the Plan.

(b)    Gender.  Wherever  appropriate,  pronouns  of any gender  shall be deemed
       synonymous as shall singular and plural pronouns.

(c)    Headings. Headings and titles of sections and subsections within the Plan
       document  are  inserted  solely  for   convenience  of  reference.   They
       constitute  no part of the Plan itself and shall not be considered in the
       construction of the Plan.

                                     - 55 -




<PAGE>



                          ARTICLE XII - SIGNATURE PAGE


IN WITNESS WHEREOF, this Plan has been restated the day and year written below.


Signed, sealed, and delivered on this ist day of September, 1995, in the
presence of:

                                FAB INDUSTRIES, INC.


                                By /s/ Samson Bitensky
                                   ---------------------------------  
                                       Samson Bitensky, President
                                   

                                FAB LACE, INC.



                                By /s/ Samson Bitensky               
                                   --------------------------------- 
                                       Samson Bitensky, President    



/s/ Kym M. Hayes
--------------------------
WITNESS AS TO EMPLOYER(S)

                                /s/ Samson Bitensky
                                ------------------------------------
                                    Samson Bitensky, Trustee




/s/ Kym M. Hayes (SEAL)         /s/ Howard Soren                 
--------------------------      ------------------------------------
WITNESS AS TO TRUSTEE(S)            Howard Soren, Trustee           
                                
       
                                     - 56 -