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                               EXHIBIT 10.2


                   DAKOTA TELECOMMUNICATIONS GROUP, INC.

                       EMPLOYEE STOCK OWNERSHIP PLAN

                         (Effective July 22, 1997)


                          Warner, Norcross & Judd
                           900 Old Kent Building
                           111 Lyon Street, N.W.
                     Grand Rapids, Michigan 49503-2489





































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                   DAKOTA TELECOMMUNICATIONS GROUP, INC.

                      EMPLOYEE STOCK OWNERSHIP PLAN 

                             TABLE OF CONTENTS


                                                                       PAGE


ARTICLE 1 - Establishment of Plan and Trust. . . . . . . . . . . . . . . .1

     1.1  Establishment of Plan. . . . . . . . . . . . . . . . . . . . . .1
          (a)  Employer. . . . . . . . . . . . . . . . . . . . . . . . . .1
          (b)  Plan History. . . . . . . . . . . . . . . . . . . . . . . .1
          (c)  Adoption by Another Employer. . . . . . . . . . . . . . . .1
     1.2  Declaration of Trust . . . . . . . . . . . . . . . . . . . . . .1
     1.3  Compliance With Law. . . . . . . . . . . . . . . . . . . . . . .2
     1.4  Effective Dates of Plan Provisions . . . . . . . . . . . . . . .2
     1.5  Application to Inactive and Former Participants. . . . . . . . .2


ARTICLE 2 - Definitions. . . . . . . . . . . . . . . . . . . . . . . . . .2

     2.1  Break in Service . . . . . . . . . . . . . . . . . . . . . . . .2
     2.2  Employer Contributions . . . . . . . . . . . . . . . . . . . . .3
     2.3  5% Owner . . . . . . . . . . . . . . . . . . . . . . . . . . . .3
          (a)  Corporation . . . . . . . . . . . . . . . . . . . . . . . .3
          (b)  Partnership . . . . . . . . . . . . . . . . . . . . . . . .3
          (c)  Proprietorship. . . . . . . . . . . . . . . . . . . . . . .3
     2.4  Highly Compensated Employee. . . . . . . . . . . . . . . . . . .3
          (a)  Definition. . . . . . . . . . . . . . . . . . . . . . . . .3
          (b)  Determination Rules . . . . . . . . . . . . . . . . . . . .4
     2.5  Hour of Service. . . . . . . . . . . . . . . . . . . . . . . . .4
          (a)  Back Pay. . . . . . . . . . . . . . . . . . . . . . . . . .4
          (b)  No Duties Performed . . . . . . . . . . . . . . . . . . . .5
          (c)  Qualified Maternity or Paternity Absence. . . . . . . . . .5
          (d)  Military Service. . . . . . . . . . . . . . . . . . . . . .5
          (e)  No Duplication. . . . . . . . . . . . . . . . . . . . . . .5
          (f)  Non-Covered Employment. . . . . . . . . . . . . . . . . . .5
          (g)  Periods Credited. . . . . . . . . . . . . . . . . . . . . .6
          (h)  Additional Hours. . . . . . . . . . . . . . . . . . . . . .6
          (i)  Predecessor Plan. . . . . . . . . . . . . . . . . . . . . .6
          (j)  Equivalency . . . . . . . . . . . . . . . . . . . . . . . .6
     2.6  Person . . . . . . . . . . . . . . . . . . . . . . . . . . . . .6
     2.7  Plan Year. . . . . . . . . . . . . . . . . . . . . . . . . . . .6
          (a)  Short Plan Year . . . . . . . . . . . . . . . . . . . . . .6
          (b)  Future Plan Years . . . . . . . . . . . . . . . . . . . . .6
     2.8  Related Employer . . . . . . . . . . . . . . . . . . . . . . . .6
     2.9  Valuation Date . . . . . . . . . . . . . . . . . . . . . . . . .7
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ARTICLE 3 - Eligibility to Participate . . . . . . . . . . . . . . . . . .7

     3.1  Eligibility Requirements . . . . . . . . . . . . . . . . . . . .7
          (a)  Employee. . . . . . . . . . . . . . . . . . . . . . . . . .7
          (b)  Entry Date. . . . . . . . . . . . . . . . . . . . . . . . .7
          (c)  Year of Eligibility Service . . . . . . . . . . . . . . . .7
          (d)  Eligibility Period. . . . . . . . . . . . . . . . . . . . .7
          (e)  Breaks in Service . . . . . . . . . . . . . . . . . . . . .8
     3.2  Requirement of Covered Employment. . . . . . . . . . . . . . . .8
     3.3  Participation Rules. . . . . . . . . . . . . . . . . . . . . . .8
          (a)  Termination of Participation. . . . . . . . . . . . . . . .8
          (b)  Cancellation of Years of Eligibility Service. . . . . . . .8
          (c)  Resumption of Participation . . . . . . . . . . . . . . . .8
     3.4  Leased Employee. . . . . . . . . . . . . . . . . . . . . . . . .9
          (a)  Definition. . . . . . . . . . . . . . . . . . . . . . . . .9
          (b)  Conditions. . . . . . . . . . . . . . . . . . . . . . . . .9


ARTICLE 4 - Contributions. . . . . . . . . . . . . . . . . . . . . . . . .9

     4.1  Contributions. . . . . . . . . . . . . . . . . . . . . . . . . .9
          (a)  ESOP Contributions. . . . . . . . . . . . . . . . . . . . .9
          (b)  Restoration of Forfeiture . . . . . . . . . . . . . . . . 10
     4.2  ESOP Contribution. . . . . . . . . . . . . . . . . . . . . . . 10
     4.3  Limits on Employer Contributions . . . . . . . . . . . . . . . 10
          (a)  Deduction . . . . . . . . . . . . . . . . . . . . . . . . 10
          (b)  Annual Additions. . . . . . . . . . . . . . . . . . . . . 10
     4.4  Return of Employer Contributions . . . . . . . . . . . . . . . 10
          (a)  Mistake of Fact or Nondeductibility . . . . . . . . . . . 10
          (b)  Initial Qualification . . . . . . . . . . . . . . . . . . 11
     4.5  Reduction Of Employer Contribution for Leased Employees. . . . 11
     4.6  Timing of Contributions. . . . . . . . . . . . . . . . . . . . 11


ARTICLE 5 - Allocations. . . . . . . . . . . . . . . . . . . . . . . . . 12

     5.1  Accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
          (a)  ESOP Account. . . . . . . . . . . . . . . . . . . . . . . 12
          (b)  Accounting Only . . . . . . . . . . . . . . . . . . . . . 12
          (c)  Consolidation . . . . . . . . . . . . . . . . . . . . . . 12
     5.2  Allocations. . . . . . . . . . . . . . . . . . . . . . . . . . 13
          (a)  ESOP Contribution . . . . . . . . . . . . . . . . . . . . 13
          (b)  Restoration of Forfeiture . . . . . . . . . . . . . . . . 15
     5.3  Stock Dividends on Employer Stock, Stock Splits, Etc.. . . . . 15
     5.4  Forfeitures. . . . . . . . . . . . . . . . . . . . . . . . . . 15
          (a)  Timing. . . . . . . . . . . . . . . . . . . . . . . . . . 16
          (b)  Annual Addition Limitation. . . . . . . . . . . . . . . . 16

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          (c)  Investment Experience . . . . . . . . . . . . . . . . . . 16
          (d)  Limitation on Allocation. . . . . . . . . . . . . . . . . 16
     5.5  Allocation of Earnings, Losses, and Expenses; Revaluation of
          Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
          (a)  Earnings, Losses, and Expenses. . . . . . . . . . . . . . 16
          (b)  Revaluation of Trust. . . . . . . . . . . . . . . . . . . 16
          (c)  No Earnings on Distributions. . . . . . . . . . . . . . . 17
     5.6  Sale or Purchase of Employer Stock . . . . . . . . . . . . . . 17
          (a)  Sale of Employer Stock. . . . . . . . . . . . . . . . . . 17
          (b)  Purchase of Employer Stock. . . . . . . . . . . . . . . . 17
     5.7  Limitation on Annual Additions . . . . . . . . . . . . . . . . 18
          (a)  Annual Additions. . . . . . . . . . . . . . . . . . . . . 18
          (b)  Defined Contribution Dollar Limit . . . . . . . . . . . . 18
          (c)  Percentage Limit. . . . . . . . . . . . . . . . . . . . . 19
          (d)  ESOP Exceptions . . . . . . . . . . . . . . . . . . . . . 19
          (e)  Section 415 Compensation. . . . . . . . . . . . . . . . . 19
          (f)  Limitation Year . . . . . . . . . . . . . . . . . . . . . 20
          (g)  Related Employer Aggregation. . . . . . . . . . . . . . . 20
     5.8  Excess Additions . . . . . . . . . . . . . . . . . . . . . . . 20
          (a)  Before Contribution . . . . . . . . . . . . . . . . . . . 20
          (b)  After Contribution. . . . . . . . . . . . . . . . . . . . 20
          (c)  No Distribution . . . . . . . . . . . . . . . . . . . . . 21


ARTICLE 6 - Determination of Vested Percentage . . . . . . . . . . . . . 21

     6.1  Year of Vesting Service. . . . . . . . . . . . . . . . . . . . 21
     6.2  Vested Percentage. . . . . . . . . . . . . . . . . . . . . . . 21
          (a)  Vesting Schedule. . . . . . . . . . . . . . . . . . . . . 21
          (b)  Normal Retirement Date, Death, or Disability. . . . . . . 22
     6.3  Cashout. . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
          (a)  Partial Vesting . . . . . . . . . . . . . . . . . . . . . 22
          (b)  Zero Vesting. . . . . . . . . . . . . . . . . . . . . . . 22
     6.4  Five Breaks in Service . . . . . . . . . . . . . . . . . . . . 22
          (a)  Cancellation of Vesting Service . . . . . . . . . . . . . 22
          (b)  Forfeiture of Nonvested Amount. . . . . . . . . . . . . . 23
     6.5  Death After Termination/Lost Recipient . . . . . . . . . . . . 23
          (a)  Death After Termination . . . . . . . . . . . . . . . . . 23
          (b)  Lost Recipient. . . . . . . . . . . . . . . . . . . . . . 23
     6.6  Vested Account Balance and Nonvested Amount. . . . . . . . . . 23
          (a)  Vested Amount . . . . . . . . . . . . . . . . . . . . . . 23
          (b)  Nonvested Amount. . . . . . . . . . . . . . . . . . . . . 23
          (c)  Partial Distribution of Vested Account Balance. . . . . . 23





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ARTICLE 7 - Distributions. . . . . . . . . . . . . . . . . . . . . . . . 24

     7.1  Distributive Events. . . . . . . . . . . . . . . . . . . . . . 24
          (a)  Normal Retirement Date. . . . . . . . . . . . . . . . . . 24
          (b)  Death . . . . . . . . . . . . . . . . . . . . . . . . . . 24
          (c)  Total Disability. . . . . . . . . . . . . . . . . . . . . 24
          (d)  Other Termination of Employment . . . . . . . . . . . . . 24
          (e)  Required Beginning Date . . . . . . . . . . . . . . . . . 24
          (f)  QDRO. . . . . . . . . . . . . . . . . . . . . . . . . . . 24
          (g)  Plan Termination; Partial Termination . . . . . . . . . . 25
     7.2  Valuation for Distribution . . . . . . . . . . . . . . . . . . 25
     7.3  Methods and Form of Distribution . . . . . . . . . . . . . . . 25
          (a)  Methods of Distribution . . . . . . . . . . . . . . . . . 25
          (b)  Form of Distribution. . . . . . . . . . . . . . . . . . . 26
     7.4  Minimum Distribution . . . . . . . . . . . . . . . . . . . . . 27
     7.5  Time of Distribution . . . . . . . . . . . . . . . . . . . . . 27
          (a)  Immediate Distribution. . . . . . . . . . . . . . . . . . 27
          (b)  Normal Distribution Date. . . . . . . . . . . . . . . . . 28
          (c)  Required Distribution . . . . . . . . . . . . . . . . . . 28
     7.6  Death of Participant . . . . . . . . . . . . . . . . . . . . . 29
          (a)  Death Before Required Beginning Date. . . . . . . . . . . 29
          (b)  Death After Required Beginning Date . . . . . . . . . . . 30
     7.7  Election of Method and Time of Distribution. . . . . . . . . . 30
          (a)  Permitted Elections . . . . . . . . . . . . . . . . . . . 30
          (b)  Required Consent. . . . . . . . . . . . . . . . . . . . . 30
          (c)  Election Requirements . . . . . . . . . . . . . . . . . . 31
          (d)  Failure to Elect. . . . . . . . . . . . . . . . . . . . . 31
          (e)  Additional Information. . . . . . . . . . . . . . . . . . 31
          (f)  No Reduction or Delay of Distribution . . . . . . . . . . 31
     7.8  Designation of Beneficiary . . . . . . . . . . . . . . . . . . 31
          (a)  Beneficiary . . . . . . . . . . . . . . . . . . . . . . . 31
          (b)  Spousal Consent . . . . . . . . . . . . . . . . . . . . . 31
          (c)  Failure to Designate. . . . . . . . . . . . . . . . . . . 32
          (d)  Death of Beneficiary. . . . . . . . . . . . . . . . . . . 32
          (e)  No Beneficiary. . . . . . . . . . . . . . . . . . . . . . 33
          (f)  Determination . . . . . . . . . . . . . . . . . . . . . . 33
     7.9  Facility of Payment. . . . . . . . . . . . . . . . . . . . . . 33
          (a)  Incapacity. . . . . . . . . . . . . . . . . . . . . . . . 33
          (b)  Legal Representative. . . . . . . . . . . . . . . . . . . 33
          (c)  Determination . . . . . . . . . . . . . . . . . . . . . . 33
     7.10 Notice of Penalties. . . . . . . . . . . . . . . . . . . . . . 33
          (a)  Distribution Before Age 59 1/2. . . . . . . . . . . . . . 33
          (b)  Excess Distributions. . . . . . . . . . . . . . . . . . . 34
          (c)  Failure to Receive a Minimum Distribution . . . . . . . . 34
     7.11 Special Rules--Distribution of Employer Stock. . . . . . . . . 34
          (a)  Distributee's Option to Sell Benefit Shares . . . . . . . 34
          (b)  Right of First Refusal. . . . . . . . . . . . . . . . . . 35

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          (c)  Terms of Purchase . . . . . . . . . . . . . . . . . . . . 35
          (d)  Securities Law. . . . . . . . . . . . . . . . . . . . . . 36
          (e)  Stock Certificate Legend. . . . . . . . . . . . . . . . . 37
     7.12 Distribution of Cash Dividends . . . . . . . . . . . . . . . . 37


ARTICLE 8 - Administration of the Plan . . . . . . . . . . . . . . . . . 37

     8.1  Duties, Powers, and Responsibilities of the Employer . . . . . 37
          (a)  Required. . . . . . . . . . . . . . . . . . . . . . . . . 37
          (b)  Discretionary . . . . . . . . . . . . . . . . . . . . . . 38
     8.2  Employer Action. . . . . . . . . . . . . . . . . . . . . . . . 39
     8.3  Plan Administrator . . . . . . . . . . . . . . . . . . . . . . 39
     8.4  Administrative Committee . . . . . . . . . . . . . . . . . . . 39
          (a)  Appointment . . . . . . . . . . . . . . . . . . . . . . . 39
          (b)  Agent; Powers and Duties. . . . . . . . . . . . . . . . . 39
          (c)  Not Fiduciary . . . . . . . . . . . . . . . . . . . . . . 39
          (d)  Membership. . . . . . . . . . . . . . . . . . . . . . . . 39
          (e)  Records . . . . . . . . . . . . . . . . . . . . . . . . . 40
          (f)  Actions . . . . . . . . . . . . . . . . . . . . . . . . . 40
          (g)  Report to Administrator . . . . . . . . . . . . . . . . . 40
          (h)  Compensation. . . . . . . . . . . . . . . . . . . . . . . 40
          (i)  Conflict of Interest. . . . . . . . . . . . . . . . . . . 40
     8.5  Duties, Powers, and Responsibilities of the Administrator. . . 40
          (a)  Plan Interpretation . . . . . . . . . . . . . . . . . . . 40
          (b)  Participant Rights. . . . . . . . . . . . . . . . . . . . 40
          (c)  Limits; Nondiscrimination Tests; Top-Heavy Tests. . . . . 40
          (d)  Allocations and Vesting . . . . . . . . . . . . . . . . . 40
          (e)  Errors in Participants' Accounts. . . . . . . . . . . . . 41
          (f)  Claims and Elections. . . . . . . . . . . . . . . . . . . 41
          (g)  Benefit Payments. . . . . . . . . . . . . . . . . . . . . 41
          (h)  QDRO Determination. . . . . . . . . . . . . . . . . . . . 41
          (i)  Administration Information. . . . . . . . . . . . . . . . 41
          (j)  Recordkeeping . . . . . . . . . . . . . . . . . . . . . . 41
          (k)  Reporting and Disclosure. . . . . . . . . . . . . . . . . 41
          (l)  Penalties; Excise Tax . . . . . . . . . . . . . . . . . . 41
          (m)  Advisers. . . . . . . . . . . . . . . . . . . . . . . . . 41
          (n)  Expenses, Fees, and Charges . . . . . . . . . . . . . . . 41
          (o)  Nondiscrimination . . . . . . . . . . . . . . . . . . . . 42
          (p)  Bonding . . . . . . . . . . . . . . . . . . . . . . . . . 42
          (q)  Other Powers and Duties . . . . . . . . . . . . . . . . . 42
     8.6  Delegation of Administrative Duties. . . . . . . . . . . . . . 42
          (a)  In Writing. . . . . . . . . . . . . . . . . . . . . . . . 42
          (b)  Acceptance of Responsibility. . . . . . . . . . . . . . . 42
          (c)  Conflict. . . . . . . . . . . . . . . . . . . . . . . . . 42
     8.7  Interrelationship of Fiduciaries; Discretionary Authority. . . 42
          (a)  Performance of Duties . . . . . . . . . . . . . . . . . . 42

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          (b)  Reliance on Others. . . . . . . . . . . . . . . . . . . . 43
          (c)  Discretionary Authority of Fiduciaries. . . . . . . . . . 43
     8.8  Compensation; Indemnification. . . . . . . . . . . . . . . . . 43
     8.9  Fiduciary Standards. . . . . . . . . . . . . . . . . . . . . . 43
          (a)  Prudence. . . . . . . . . . . . . . . . . . . . . . . . . 43
          (b)  Exclusive Purpose . . . . . . . . . . . . . . . . . . . . 43
          (c)  Prohibited Transaction. . . . . . . . . . . . . . . . . . 43
     8.10 Claims Procedure . . . . . . . . . . . . . . . . . . . . . . . 43
          (a)  Initial Determination . . . . . . . . . . . . . . . . . . 44
          (b)  Method. . . . . . . . . . . . . . . . . . . . . . . . . . 44
          (c)  Further Review. . . . . . . . . . . . . . . . . . . . . . 44
          (d)  Redetermination . . . . . . . . . . . . . . . . . . . . . 44
     8.11 Participant's Responsibilities . . . . . . . . . . . . . . . . 44


ARTICLE 9 - Investment of Funds. . . . . . . . . . . . . . . . . . . . . 44

     9.1  Investment Responsibility. . . . . . . . . . . . . . . . . . . 44
     9.2  Authorized Investments . . . . . . . . . . . . . . . . . . . . 45
          (a)  Specific Investments. . . . . . . . . . . . . . . . . . . 45
          (b)  Unallocated Funds . . . . . . . . . . . . . . . . . . . . 45
          (c)  Right of Trustee To Hold Cash . . . . . . . . . . . . . . 45
     9.3  Commingled Investment. . . . . . . . . . . . . . . . . . . . . 45
     9.4  Investments--Employer Stock. . . . . . . . . . . . . . . . . . 46
          (a)  Acquisition Limit . . . . . . . . . . . . . . . . . . . . 46
          (b)  Adequate Consideration. . . . . . . . . . . . . . . . . . 46
          (c)  No Commissions. . . . . . . . . . . . . . . . . . . . . . 46
          (d)  Indebtedness. . . . . . . . . . . . . . . . . . . . . . . 46
          (e)  Securities Acquisition Loan . . . . . . . . . . . . . . . 46
          (f)  Unallocated and Pledged Employer Stock. . . . . . . . . . 46
          (g)  No Recourse . . . . . . . . . . . . . . . . . . . . . . . 46
          (h)  Repayment of Loan . . . . . . . . . . . . . . . . . . . . 46
          (i)  Release of Pledged Employer Stock . . . . . . . . . . . . 47
          (j)  Pending Investment. . . . . . . . . . . . . . . . . . . . 47
     9.5  Purchase From Stockholder. . . . . . . . . . . . . . . . . . . 47
     9.6  Stock Dividends, Stock Splits, Etc . . . . . . . . . . . . . . 48
     9.7  Voting of Employer Stock . . . . . . . . . . . . . . . . . . . 48
          (a)  Participant Direction . . . . . . . . . . . . . . . . . . 48
          (b)  Notification. . . . . . . . . . . . . . . . . . . . . . . 48
          (c)  Proxy Solicitation. . . . . . . . . . . . . . . . . . . . 48
          (d)  Unallocated Shares. . . . . . . . . . . . . . . . . . . . 48
          (e)  Confidentiality . . . . . . . . . . . . . . . . . . . . . 48
     9.8  Diversification of Investments . . . . . . . . . . . . . . . . 49
          (a)  Available Employer Stock. . . . . . . . . . . . . . . . . 49
          (b)  Timing of Direction . . . . . . . . . . . . . . . . . . . 49
          (c)  Determination of Number of Shares To Be Liquidated and
               Reinvested. . . . . . . . . . . . . . . . . . . . . . . . 49

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          (d)  Qualified Election Period . . . . . . . . . . . . . . . . 49
          (e)  Value of Shares to Be Liquidated and Reinvested.. . . . . 49
          (f)  Investments.. . . . . . . . . . . . . . . . . . . . . . . 50
          (g)  Investments Election. . . . . . . . . . . . . . . . . . . 50
          (h)  No Reinvestment in Employer Stock . . . . . . . . . . . . 50
     9.9  Tender Offer . . . . . . . . . . . . . . . . . . . . . . . . . 50
          (a)  Participant Direction . . . . . . . . . . . . . . . . . . 50
          (b)  Trustee's Response - Valid Directions . . . . . . . . . . 50
          (c)  Invalid Directions or No Directions . . . . . . . . . . . 50
          (d)  Unallocated Shares. . . . . . . . . . . . . . . . . . . . 51
          (e)  Allocation of Proceeds. . . . . . . . . . . . . . . . . . 51
          (f)  Confidentiality . . . . . . . . . . . . . . . . . . . . . 51


ARTICLE 10 - Administration of the Trust . . . . . . . . . . . . . . . . 51

     10.1 Duties and Powers of the Trustee . . . . . . . . . . . . . . . 51
          (a)  Duties of the Trustee . . . . . . . . . . . . . . . . . . 51
          (b)  Powers of the Trustee . . . . . . . . . . . . . . . . . . 51
          (c)  Limitation on Duties and Powers of the Trustee. . . . . . 53
     10.2 Accounting . . . . . . . . . . . . . . . . . . . . . . . . . . 54
          (a)  Report. . . . . . . . . . . . . . . . . . . . . . . . . . 54
          (b)  Judicial Settlement . . . . . . . . . . . . . . . . . . . 54
     10.3 Appointment, Resignation, and Removal of Trustee . . . . . . . 54
          (a)  Resignation . . . . . . . . . . . . . . . . . . . . . . . 55
          (b)  Removal . . . . . . . . . . . . . . . . . . . . . . . . . 55
          (c)  Successor Trustee . . . . . . . . . . . . . . . . . . . . 55
          (d)  Effective Date of Resignation or Removal. . . . . . . . . 55
          (e)  Procedure Upon Transfer . . . . . . . . . . . . . . . . . 55
          (f)  Earlier Transfer. . . . . . . . . . . . . . . . . . . . . 55
          (g)  Final Transfer. . . . . . . . . . . . . . . . . . . . . . 55
          (h)  In Kind Transfer. . . . . . . . . . . . . . . . . . . . . 55
          (i)  Limitation on Liability of Successor. . . . . . . . . . . 55
     10.4 Trustee Action . . . . . . . . . . . . . . . . . . . . . . . . 56
     10.5 Exculpation of Nonfiduciary. . . . . . . . . . . . . . . . . . 56


ARTICLE 11 - Amendment, Mergers, Successor Employer. . . . . . . . . . . 56

     11.1 Amendment. . . . . . . . . . . . . . . . . . . . . . . . . . . 56
          (a)  Exclude Participant . . . . . . . . . . . . . . . . . . . 56
          (b)  Reduce Participant's Account. . . . . . . . . . . . . . . 56
          (c)  Reduce Vested Percentage. . . . . . . . . . . . . . . . . 56
          (d)  Vesting Schedule. . . . . . . . . . . . . . . . . . . . . 56
          (e)  Elimination of Protected Benefits . . . . . . . . . . . . 57
          (f)  Alter Trustee's Duties. . . . . . . . . . . . . . . . . . 57


                                       -vii-
<PAGE>
                                                                        PAGE

     11.2 Merger of Plans. . . . . . . . . . . . . . . . . . . . . . . . 57
          (a)  Preservation of Account Balance . . . . . . . . . . . . . 57
          (b)  Authorization . . . . . . . . . . . . . . . . . . . . . . 57
     11.3 Successor Employer . . . . . . . . . . . . . . . . . . . . . . 57


ARTICLE 12 - Termination . . . . . . . . . . . . . . . . . . . . . . . . 57

     12.1 Right to Terminate or Discontinue Contributions. . . . . . . . 57
     12.2 Automatic Termination. . . . . . . . . . . . . . . . . . . . . 58
     12.3 Discontinuance of Contributions. . . . . . . . . . . . . . . . 58
     12.4 Effect of Termination or Partial Termination . . . . . . . . . 58
          (a)  Nonforfeitability . . . . . . . . . . . . . . . . . . . . 58
          (b)  Distribution. . . . . . . . . . . . . . . . . . . . . . . 58
     12.5 No Reversion of Assets . . . . . . . . . . . . . . . . . . . . 58


ARTICLE 13 - General Provisions. . . . . . . . . . . . . . . . . . . . . 58

     13.1 Spendthrift Provision. . . . . . . . . . . . . . . . . . . . . 58
          (a)  Not Security. . . . . . . . . . . . . . . . . . . . . . . 59
          (b)  Attempts Void . . . . . . . . . . . . . . . . . . . . . . 59
     13.2 Effect Upon Employment Relationship. . . . . . . . . . . . . . 59
     13.3 No Interest in Employer Assets . . . . . . . . . . . . . . . . 59
     13.4 Construction . . . . . . . . . . . . . . . . . . . . . . . . . 59
     13.5 Severability . . . . . . . . . . . . . . . . . . . . . . . . . 60
     13.6 Governing Law. . . . . . . . . . . . . . . . . . . . . . . . . 60
     13.7 Nondiversion . . . . . . . . . . . . . . . . . . . . . . . . . 60


ARTICLE 14 - Top-Heavy Plan Provisions . . . . . . . . . . . . . . . . . 60

     14.1 Top-Heavy Determination. . . . . . . . . . . . . . . . . . . . 60
          (a)  Top-Heavy Plan. . . . . . . . . . . . . . . . . . . . . . 60
          (b)  Calculation . . . . . . . . . . . . . . . . . . . . . . . 61
     14.2 Top-Heavy Definitions. . . . . . . . . . . . . . . . . . . . . 61
          (a)  Top-Heavy Ratio . . . . . . . . . . . . . . . . . . . . . 61
          (b)  Present Value of Accrued Benefits . . . . . . . . . . . . 61
          (c)  Required Aggregation Group. . . . . . . . . . . . . . . . 62
          (d)  Permissive Aggregation Group. . . . . . . . . . . . . . . 62
          (e)  Determination Date. . . . . . . . . . . . . . . . . . . . 62
          (f)  Key Employee. . . . . . . . . . . . . . . . . . . . . . . 62
          (g)  Top-Heavy Valuation Date. . . . . . . . . . . . . . . . . 63
     14.3 Minimum Allocation . . . . . . . . . . . . . . . . . . . . . . 63


SCHEDULE A

                                       -viii-

<PAGE>
                           TABLE OF DEFINITIONS

                               DEFINED TERMS

     TERM                                              LOCATION

     Administrator                                     8.3
     Annual Additions                                  5.7(a)
     Annual Compensation Limit                         5.2(a)(iii)(B)(2)
     Available Employer Stock                          9.8(a)
     Beneficiary                                       7.8(a)

     Benefit Shares                                    7.11(a)
     Benefit Starting Date                             7.7(b)(ii)
     Break in Service                                  2.1
     Code                                              1.3
     Compensation                                      5.2(a)(iii)(B)

     Covered Employment                                3.2
     Current Obligations                               4.2
     Defined Contribution Dollar Limit                 5.7(b)
     Determination Date                               14.2(e)
     Earliest Distribution Date                        7.5(a)(i)

     Effective Date                                    1.4
     Elective Deferrals                                5.2(a)(iii)(B)(1)
     Eligibility Period                                3.1(d)
     Employee                                          3.1(a)
     Employer                                          1.1(a)

     Employer Contributions                            2.2
     Employer Stock                                    5.1(a)(iii)
     Employer Stock Account                            5.1(a)(i)
     Entry Date                                        3.1(b)
     ERISA                                             1.3

     ESOP Account                                      5.1(a)
     ESOP Contribution                                 4.2
     Exempt Loan                                       9.4(d)
     Fair Market Value                                 7.11(c)(iv)
     5% Owner                                          2.3

     Highly Compensated Employee                       2.4(a)
     Hour of Service                                   2.5
     Investment Manager                                8.1(b)(i)(B)
     Key Employee                                     14.2(f)
     Leased Employee                                   3.4(a)



                                       -ix-

<PAGE>
     TERM                                              LOCATION

     Limitation Year                                   5.8(f)
     Minimum Distribution                              7.4
     Normal Retirement Date                            7.1(a)
     Other Investments Account                         5.1(a)(ii)
     Participant                                       3.1

     Participating Compensation                        5.2(a)(iii)(A)
     Percentage Limit                                  5.7(c)
     Permissive Aggregation Group                     14.2(d)
     Person                                            2.6
     Plan Year                                         2.7

     Present Value of Accrued Benefits                14.2(b)(i)
     Pro Rata Portion                                  9.4(i)(i)
     QDRO                                              7.1(f)
     Qualified Election Period                         9.8(d)
     Qualified Maternity or
        Paternity Absence                              2.5(c)(i)

     Regulations                                       1.3
     Related Employer                                  2.8
     Required Aggregation Group                       14.2(c)
     Required Beginning Date                           7.5(c)(i)
     Section 415 Compensation                          5.7(e)

     Securities Acquisition Loan                       9.4(e)
     Spouse                                            7.8(b)(ii)
     Tender Offer                                      9.9
     Top-Heavy Plan                                   14.1(a)
     Top-Heavy Ratio                                  14.2(a)

     Top-Heavy Valuation Date                         14.2(g)
     Total Disability                                  7.1(c)
     Trustee                                           1.2
     Valuation Date                                    2.9
     Vested Account Balance                            6.6(a)

     Vesting Period                                    6.1
     Year of Eligibility Service                       3.1(c)
     Year of Vesting Service                           6.1








                                       -x-
<PAGE>
                   DAKOTA TELECOMMUNICATIONS GROUP, INC.

                       EMPLOYEE STOCK OWNERSHIP PLAN


     Dakota Telecommunications Group, Inc. adopts the Dakota
Telecommunications Group, Inc. Employee Stock Ownership Plan.


                                 ARTICLE 1

                      ESTABLISHMENT OF PLAN AND TRUST


1.1  ESTABLISHMENT OF PLAN.

     This defined contribution plan is established by the Employer for the
exclusive benefit of eligible Employees and their beneficiaries.

     (a)  EMPLOYER.  "Employer" means Dakota Telecommunications Group,
Inc.,  and any other employer that has adopted or later adopts this plan.

     (b)  PLAN HISTORY.  A schedule that states the effective date of this
plan and certain amendments may be attached.

     (c)  ADOPTION BY ANOTHER EMPLOYER.  Adoption of this plan by another
employer shall be effective as of the date approved and specified in
writing by Dakota Telecommunications Group, Inc., and by the adopting
employer.  Adoption of this plan by an employer other than Dakota
Telecommunications Group, Inc., shall not create a separate plan.

          For purposes of administration of this plan, "Employer" means
only Dakota Telecommunications Group, Inc.


1.2  DECLARATION OF TRUST.

     The "Trustee" (Home Federal Savings Bank or a successor Trustee)
declares that plan assets delivered to it will be held in trust and
administered under the terms of this plan and trust.  The trust is
established and shall be operated for the exclusive benefit of Participants
and their beneficiaries.  The trust shall not be diverted to other
purposes, except that trust assets may be used to pay reasonable expenses
of administration.


1.3  COMPLIANCE WITH LAW.

     This benefit program is intended to create a qualified retirement plan
and trust under the Internal Revenue Code of 1986 ("Code") and the Employee

<PAGE>
Retirement Income Security Act of 1974 ("ERISA"), as amended, and all
Regulations issued under the Code and ERISA ("Regulations").


1.4  EFFECTIVE DATES OF PLAN PROVISIONS.

     "Effective Date" of this plan means July 22, 1997, unless a provision
specifies a different effective date.  Each plan provision applies from its
effective date until the effective date of an amendment.


1.5  APPLICATION TO INACTIVE AND FORMER PARTICIPANTS.

     An amendment to this plan shall apply to former Participants and to
Participants not employed in Covered Employment on the effective date of
the amendment only if it amends a provision of the plan that continues to
apply to those Participants or only to the extent it expressly states that
it is applicable.  Except as specified in the preceding sentence, if a
Participant is not employed in Covered Employment on the effective date of
an amendment, the amendment shall not become applicable to the Participant
unless the Participant has an Hour of Service in Covered Employment after
the effective date of the amendment.


                                 ARTICLE 2

                                DEFINITIONS


     Except for the following general definitions, defined terms are
located at or near the first major use of the term in this plan.  A table
showing the location of all definitions appears immediately after the table
of contents.  When used as defined, the first letter of each defined term
is capitalized.


2.1  BREAK IN SERVICE.

     "Break in Service" means an Employee's failure to complete more than
500 Hours of Service during a 12-consecutive-month period.


2.2  EMPLOYER CONTRIBUTIONS.

     "Employer Contributions" means ESOP Contributions.


2.3  5% OWNER.

     "5% Owner" means:
                                       -2-
<PAGE>
     (a)  CORPORATION.  An individual who owns (or is considered to own
under Code Section 318) either more than 5% of the outstanding stock of a
corporate Employer or Related Employer, or stock possessing more than 5% of
the total combined voting power of all stock of a corporate Employer or
Related Employer;

     (b)  PARTNERSHIP.  A partner who owns more than 5% of the capital or
profits interest in an Employer or Related Employer that is a partnership;
or

     (c)  PROPRIETORSHIP.  An Employer or Related Employer that is a sole
proprietor.

     Notwithstanding aggregation of the Employer and all Related Employers
as required by Code Sections 414(b), (c) and (m), the percentage of
ownership for purposes of this definition shall be determined separately
for each entity that is an Employer or Related Employer.


2.4  HIGHLY COMPENSATED EMPLOYEE.

     (a)  DEFINITION. "Highly Compensated Employee" for a Plan Year means
any Employee who:

          (i)  5% OWNER.  Was a 5% Owner at any time during the current
Plan Year or the 12-month period immediately preceding the current Plan
Year; or

          (ii) OTHER.  Is described in (A) and (B) during the 12-month
period immediately preceding the current Plan Year.

               (A)  COMPENSATION.  Received Section 415 Compensation in
excess of $80,000 (as adjusted under Code Section 415(d)); and 

               (B)  TOP-PAID 20%.  If the Employer elects application of
this subsection (B) in accordance with the Regulations, was among the top-paid
20% of Employees when ranked by Section 415 Compensation.

     (b)  DETERMINATION RULES.  The determination of who is a Highly
Compensated Employee shall be made under Code Section 414(q) and
Regulations, including the following rules:

          (i)  TOP-PAID 20%.  The following Employees are excluded before
determining the top-paid 20% of Employees:

               (A)  AGE AND SERVICE.  Employees who have not attained age
21 or completed six months of service by the last day of the 12-month
period immediately preceding the current Plan Year;


                                       -3-
<PAGE>
               (B)  PART-TIME/SEASONAL.  Employees who normally work less
than 17 1/2 hours per week or normally work six months or less in any Plan
Year;

               (C)  NONRESIDENT ALIENS. Employees who are nonresident
aliens receiving no earned income from sources within the United States;
and

               (D)  COLLECTIVE BARGAINING EMPLOYEES.  Employees covered by
a collective bargaining agreement if more than 90% of all Employees are
covered by a collective bargaining agreement and this plan excludes them.

          (ii) COMPENSATION.  For Plan Years beginning before January 1,
1998, for purposes of determining compensation under (a) above,
compensation means Section 415 Compensation plus elective contributions
that are excluded from gross income by Code Sections 125, 402(e)(3),
402(h)(1)(B), or 403(b).

          (iii) FORMER EMPLOYEES.  A former Employee who was a Highly
Compensated Employee at termination of employment or at any time after
attaining age 55 shall be a Highly Compensated Employee at all times
thereafter.


2.5  HOUR OF SERVICE.

     "Hour of Service" means each hour that an Employee is directly or
indirectly paid or entitled to be paid by the Employer for the performance
of duties during the applicable period.  These hours will be credited for
the period in which the duties are performed.

     (a)  BACK PAY.  Hours of Service include each hour for which back pay,
irrespective of mitigation of damages, is awarded or agreed to by the
Employer.  Back pay hours shall be credited to the Employee for the period
or periods to which the award or agreement pertains.

     (b)  NO DUTIES PERFORMED.  For all purposes under this plan, an
Employee shall be credited with the first 501 Hours of Service for which
the Employee is directly or indirectly paid or entitled to be paid by the
Employer (including back pay) for each single period of absence from work,
even if no duties are performed due to vacation, holiday, illness,
incapacity (including disability), layoff, jury duty, military service, or
leave of absence, even if employment terminates.  However, an Employee is
not required to be credited with Hours of Service for periods in which no
duties are performed if the Employee is compensated solely as required by
worker's compensation, unemployment compensation, or disability insurance
laws.  Hours described in this subsection (b) shall be credited to the
Employee for the period in which payment is made or amounts payable to the
Employee become due.

                                       -4-
<PAGE>
     (c)  QUALIFIED MATERNITY OR PATERNITY ABSENCE.  Only for purposes of
determining whether the Employee has a Break in Service, an Employee shall
be credited with the first 501 Hours of Service during a Qualified
Maternity or Paternity Absence.

          (i)  DEFINITION.  A "Qualified Maternity or Paternity Absence"
means an absence from work due to pregnancy of the Employee, birth of a
child of the Employee, placement of a child with the Employee in connection
with adoption of the child, or caring for a child immediately after the
birth or placement of the child with the Employee.

          (ii) CREDIT.  If necessary to avoid a Break in Service, Hours of
Service shall be credited for the period in which the absence begins.  If
the hours are not necessary to prevent a Break in Service for that period,
the hours shall be credited for the next period.  Hours of Service are
credited at the rate the Employee normally would have earned Hours of
Service.  If these hours cannot be determined, the hours shall be credited
at the rate of eight hours per day of absence.

     (d)  MILITARY SERVICE.  If employment terminates due to active service
in the armed forces of the United States, the Employee shall be credited
with Hours of Service for the hours the Employee would have been scheduled
to work during each month of the period of active service.  The Employee
must apply for, and be able to resume, employment with the Employer within
the time limits established by federal law for protection of veterans'
reemployment rights.

     (e)  NO DUPLICATION.  There shall be no duplication in the crediting
of Hours of Service.  An Employee shall not be credited with more than one
Hour of Service for each hour paid at a premium rate.

     (f)  NON-COVERED EMPLOYMENT.  Hours of Service earned in employment
with the Employer or a Related Employer that is not Covered Employment
count toward Years of Eligibility Service and Years of Vesting Service, but
not toward determining eligibility for a share of the Employer
Contribution.

     (g)  PERIODS CREDITED.  Generally, Hours of Service shall be credited
as provided in Section 2530.200b of the ERISA Regulations.  Hours of
Service under (b) above shall be credited under the rules of this section
and as provided in Section 2530.200b-2(b) of those Regulations.  Hours of
Service shall be credited to appropriate periods determined under the rules
set forth in Section 2530.200b-2(c) of those Regulations.

     (h)  ADDITIONAL HOURS.  The Administrator may adopt additional
written, uniform, and nondiscriminatory rules that credit more Hours of
Service than those required under the rules set forth in this section.



                                       -5-
<PAGE>
     (i)  PREDECESSOR PLAN.  If this plan is required to be treated as a
continuation of the plan of a predecessor employer under Code
Section 414(a), an Employee shall be credited with all Hours of Service
credited to the Employee under the predecessor's plan.

     (j)  EQUIVALENCY.  If an Employee is not paid on an hourly basis and
records of hours worked are not maintained, Hours of Service shall be
credited at the rate of 10 hours per day for each day that the Employee
would be credited with at least one Hour of Service under this section.


2.6  PERSON.

     "Person" means an individual, committee, proprietorship, partnership,
corporation, trust, estate, association, organization, or similar entity.


2.7  PLAN YEAR.

     "Plan Year" means:

     (a)  SHORT PLAN YEAR.  The period beginning on the Effective Date and
ending December 31, 1997; and

     (b)  FUTURE PLAN YEARS.  For periods beginning after December 31,
1997, the 12-month period beginning each January 1.


2.8  RELATED EMPLOYER.

     "Related Employer" means (i) each corporation, other than
the Employer, that is a member of a controlled group of corporations, as
defined in Code Section 414(b), of which the Employer is a member;
(ii) each trade or business, other than the Employer, whether or not
incorporated, under common control of or with the Employer under Code
Section 414(c); (iii) each member, other than the Employer, of an
affiliated service group, as defined in Code Section 414(m), of which the
Employer is a member; and (iv) any other entity required to be aggregated
with the Employer by Regulations under Code Section 414(o).  An entity
shall not be considered a Related Employer for any purpose under this plan
during any period it does not satisfy (i), (ii), (iii), or (iv) in the
preceding sentence.


2.9  VALUATION DATE.

     "Valuation Date" means the last day of the Plan Year and any other
date specified as a Valuation Date by the Administrator.


                                       -6-
<PAGE>
                                 ARTICLE 3

                        ELIGIBILITY TO PARTICIPATE


3.1  ELIGIBILITY REQUIREMENTS.

     An Employee in Covered Employment who is regularly scheduled to
complete at least 1,000 Hours of Service during a Plan Year shall become a
Participant ("Participant") immediately.  The eligibility requirement for
participation in this plan for all other Employees is completion of one
Year of Eligibility Service.  An Employee in Covered Employment who does
not become a Participant immediately shall be eligible to become a
Participant on the first Entry Date immediately following the date the
Employee satisfies the eligibility requirements.

     (a)  EMPLOYEE.  "Employee" means an individual who is employed by the
Employer or a Related Employer and who receives compensation for personal
services to the Employer or Related Employer that is subject to withholding
for federal income tax purposes.

     (b)  ENTRY DATE.  For an Employee who does not become a Participant
immediately, "Entry Date" means each January 1 and July 1.

     (c)  YEAR OF ELIGIBILITY SERVICE.  "Year of Eligibility Service" means
completion of at least 1,000 Hours of Service during an Eligibility Period. 
A Year of Eligibility Service is credited only at the end of the
Eligibility Period.

     (d)  ELIGIBILITY PERIOD.  "Eligibility Period" means each 12-month
period beginning on the date the Employee first has an Hour of Service or
on an anniversary of that date.  For an Employee who has a Break in Service
due to termination of employment before completing one Year of Eligibility
Service, Eligibility Periods begin on the date the Employee has an Hour of
Service due to reemployment and anniversaries of that date.

     (e)  BREAKS IN SERVICE.  Breaks in Service under this article shall be
determined on the basis of Eligibility Periods.


3.2  REQUIREMENT OF COVERED EMPLOYMENT.

     If an eligible Employee is not employed in Covered Employment on the
applicable Entry Date and the Employee's Years of Eligibility Service are
not canceled under Section 3.3(b), the Employee shall become a Participant
on the first subsequent day on which the Employee has an Hour of Service in
Covered Employment.



                                       -7-
<PAGE>
     "Covered Employment" means all employment with the Employer except
employment with a Related Employer that has not adopted this plan,
employment as a Leased Employee, employment in a unit of employees covered
by a collective bargaining agreement under which the Employer has engaged
in good faith negotiations about retirement benefits, or employment as a
nonresident alien receiving no earned income from sources within the United
States.


3.3  PARTICIPATION RULES.

     (a)  TERMINATION OF PARTICIPATION.  Participation shall terminate upon
the earlier of the date the Participant is not an Employee and has been
paid the full amount due under this plan, the date of the Participant's
death, or the date the Participant's Years of Eligibility Service are
canceled under (b) below.

     (b)  CANCELLATION OF YEARS OF ELIGIBILITY SERVICE.  An Employee's
Years of Eligibility Service shall be canceled if the Employee's vested
percentage is zero and the Employee has at least five consecutive Breaks in
Service.

     (c)  RESUMPTION OF PARTICIPATION.  If an Employee's Years of
Eligibility Service are canceled under (b) above, the Employee must satisfy
the eligibility requirements of Section 3.1 again to participate or to
resume participation in this plan.  If the Years of Eligibility Service of
a former Participant are not canceled, the former Participant shall resume
participation immediately upon completion of an Hour of Service in Covered
Employment.


3.4  LEASED EMPLOYEE.

     (a)  DEFINITION.  "Leased Employee" means an individual described in
and required to be treated as an Employee under Code Sections 414(n) and
414(o) and Regulations.  For purposes of this definition, the Employer or
any Related Employer for whom a Leased Employee performs services is
referred to as the recipient.

          (i)  CODE SECTION 414(N).  A Leased Employee under Code
Section 414(n) is an individual who is not an Employee (except by reason of
this definition) but who performs services for the recipient under the
primary direction or control of the recipient, pursuant to an agreement
between the recipient and a leasing organization, on a full-time basis for
at least a one-year period.

          (ii) CODE SECTION 414(O).  A Leased Employee includes a leased
owner or a leased manager determined to be a Leased Employee under Code
Section 414(o) and the Regulations.

                                       -8-
<PAGE>
     (b)  CONDITIONS.  A Leased Employee shall be treated as an Employee
unless:

          (i)  20% OF NON-HIGHLY COMPENSATED WORK FORCE.  Leased Employees
do not constitute more than 20% of the recipient's non-highly compensated
work force, and

          (ii) COVERED BY PLAN DESCRIBED IN CODE SECTION 414(N).  The
Leased Employee is covered by a money purchase pension plan described in
Code Section 414(n) with a nonintegrated employer contribution rate of at
least 10% of Section 415 Compensation, immediate participation, and full
and immediate vesting.  Immediate participation shall not be required for a
Leased Employee who received less than $1,000 in compensation from the
leasing organization in each Plan Year during the four-year period ending
with the current Plan Year.


                                 ARTICLE 4

                               CONTRIBUTIONS


4.1  CONTRIBUTIONS.

     The following contributions are permitted or required for a Plan Year.

     (a)  ESOP CONTRIBUTIONS.  The Employer may make an ESOP Contribution
for each Plan Year.

     (b)  RESTORATION OF FORFEITURE.  When restoration of a forfeiture is
required under Article 6 and current forfeitures and trust earnings applied
for that purpose are insufficient, the Employer shall contribute the
necessary additional amount.


4.2  ESOP CONTRIBUTION.

     The Employer may make an "ESOP Contribution" for a Plan Year on behalf
of all eligible Employees.  Subject to the restrictions of this plan, the
ESOP Contribution shall be sufficient to meet the Current Obligations of
this plan to the extent the Current Obligations are not paid with cash
dividends.  To the extent the ESOP Contribution is made in cash, the ESOP
Contribution may be used to repay an Exempt Loan used to purchase Employer
Stock for this plan.

     "Current Obligations" means trust financial obligations arising from
an Exempt Loan to the trust, and payable in cash within one year from the
date an Employer Contribution is due.


                                       -9-
<PAGE>
4.3  LIMITS ON EMPLOYER CONTRIBUTIONS.

     Employer Contributions are subject to the following limits:

     (a)  DEDUCTION.  Employer Contributions for a Plan Year shall not
exceed the amount allowable as a deduction under Code Section 404.  A
nondeductible contribution may be subject to a 10% excise tax.

     (b)  ANNUAL ADDITIONS.  Employer Contributions are subject to the
limit on Annual Additions stated in Article 5.


4.4  RETURN OF EMPLOYER CONTRIBUTIONS.

     (a)  MISTAKE OF FACT OR NONDEDUCTIBILITY.  Part or all of any Employer
Contribution may be returned to the Employer under the following
circumstances:

          (i)  MISTAKE OF FACT.  An Employer Contribution made by mistake
of fact shall be returned to the Employer, upon demand, within one year
after payment of the contribution.

          (ii) NONDEDUCTIBILITY.  Each Employer Contribution is conditioned
on its deductibility under Code Section 404.  Unless necessary for the
trust to meet its Current Obligations, a nondeductible Employer
Contribution shall be returned to the Employer, upon demand, before the due
date for the Employer's federal income tax return for the taxable year for
which the contribution was made or if later, within one year after the date
of disallowance of the deduction.  The portion of the contribution to be
returned shall not exceed the amount determined to be nondeductible.

          (iii) AMOUNT.  The amount that may be returned shall be
determined as of the Valuation Date coinciding with or most recently
preceding the date of repayment.  The amount shall be the excess of the
amount contributed over the amount that is deductible or the amount that
would have been deductible if the mistake of fact had not occurred. 
Earnings attributable to the excess amount shall not be returned.  Losses
attributable to the excess amount shall reduce the amount returned.  The
amount returned shall not reduce a Participant's account to less than the
account balance would have been on the applicable Valuation Date had the
excess amount not been contributed.

     (b)  INITIAL QUALIFICATION.  All Employer Contributions are
conditioned on the initial qualification of this plan.

          (i)  TIMING.  If this plan fails to qualify initially under the
Code, the contributions made after the Effective Date and before the date
of determination of nonqualified status shall be returned to the Employer
by the Trustee within one year after the date of determination of

                                       -10-
<PAGE>
nonqualified status.  This provision shall not be effective unless this
plan is submitted to the Internal Revenue Service not later than the due
date for the Employer's federal income tax return for the taxable year in
which this plan was adopted or a later date permitted in Regulations.

          (ii) AMOUNT.  The amount to be returned shall be the amount of
the trust assets attributable to Employer Contributions.


4.5  REDUCTION OF EMPLOYER CONTRIBUTION FOR LEASED EMPLOYEES.

     If a Leased Employee becomes a Participant in this plan, any Employer
Contribution which would be made for and allocated to the Leased Employee
shall be reduced by any contribution made by the leasing organization for
the Participant to a qualified retirement plan for services performed by
the Leased Employee for the Employer.


4.6  TIMING OF CONTRIBUTIONS.

     Any Employer Contribution shall be paid to the Trustee on or before
the date prescribed by law (including extensions) for filing the Employer's
federal income tax return for the taxable year.  The Employer also shall
identify the type and amount of each contribution for a Plan Year by
written communication to the Trustee on or before the date final
allocations are performed under Article 5.  If property other than cash is
contributed, the property shall be valued at fair market value at the time
of contribution.


                                 ARTICLE 5

                                ALLOCATIONS


5.1  ACCOUNTS.

     The Administrator shall maintain the necessary number of accounts for
each Participant.  The Administrator shall maintain the accounts described
in (a) below:

     (a)  ESOP ACCOUNT.  "ESOP Account" means a separate account for a
Participant consisting of subaccounts known as Employer Stock Accounts and,
if applicable, Other Investments Accounts.

          (i)  EMPLOYER STOCK ACCOUNT.  "Employer Stock Account" means the
portion of a Participant's ESOP Account that is credited with shares of
Employer Stock.  There shall be a separate Employer Stock Account for
Employer Stock purchased with each Exempt Loan, and a separate Employer

                                       -11-
<PAGE>
Stock Account for Employer Stock acquired by the trust without an Exempt
Loan.  An Employer Stock Account shall include stock dividends paid on
Employer Stock allocated to such account and Employer Stock purchased with
cash dividends to the extent those dividends were not used to repay an
Exempt Loan or distributed to Participants.

          (ii) OTHER INVESTMENTS ACCOUNT.  "Other Investments Account"
means the portion of a Participant's ESOP Account credited with cash or the
Participant's share of the net income (or loss) on investments of a
permanent nature.  An Other Investments Account shall not be required to be
maintained unless, and until, investments of a permanent nature, other than
Employer Stock, are held in a Participant's ESOP Account.

          (iii) EMPLOYER STOCK.  "Employer Stock" means Employer
securities within the meaning of Code Section 409(l).

     (b)  ACCOUNTING ONLY.  Separate accounts shall be maintained for
accounting purposes only and shall not require segregated investment of
amounts allocated to separate accounts except as specified in Article 9.

     (c)  CONSOLIDATION.  Separate accounts shall not be required if (i)
the separation is not necessary for compliance with any requirement of the
Code, ERISA, and Regulations, (ii) the consolidation would not deprive a
Participant of any tax or transfer opportunity, and (iii) the accounts are
subject to the same vesting schedule or are fully vested.


5.2  ALLOCATIONS.

     As of each applicable Valuation Date, the contributions to this plan
and/or Employer Stock released under Section 9.4(i) shall be allocated to
each Participant's accounts as follows:

     (a)  ESOP CONTRIBUTION.

          (i)  ELIGIBILITY.  A Participant shall be eligible for a share of
the ESOP Contribution or Employer Stock allocated as a result of the ESOP
Contribution for each Plan Year in which (A) the Participant is employed in
Covered Employment on the last day of the Plan Year and completes at least
1,000 Hours of Service, or (B) the Participant's employment terminates on
or after the Participant's Normal Retirement Date or due to death or Total
Disability.  Each Participant with an Employer Stock Account at the payment
date for cash dividends (payable with respect to Employer Stock held in the
Participant's accounts) shall be eligible for the allocation of cash
dividends on that Employer Stock.

               For the short Plan Year, the number of Hours of Service a
Participant must complete shall be 416.


                                       -12-
<PAGE>
          (ii) ALLOCATION.

               (A)  CASH DIVIDEND AND CASH CONTRIBUTIONS.  Subject to (D)
below, all cash dividends paid to the trust, plus earnings, with respect to
Employer Stock purchased with an Exempt Loan, may be used to pay Current
Obligations with respect to the Exempt Loan, or to prepay that Exempt Loan
to the extent prepayment would not violate the terms of the Exempt Loan. 
If cash dividends are not used to pay or prepay an Exempt Loan, the cash
dividends shall be distributed pursuant to Section 7.12.  Subject to (D)
below, cash contributions by the Employer, plus earnings, shall be used to
pay Current Obligations or to prepay an Exempt Loan to the extent
prepayment would not violate the terms of the Exempt Loan.  If cash
contributions are not used to pay or prepay an Exempt Loan, they shall be
allocated under (D)(2) below.  Employer Stock released for allocation under
Section 9.4(i) as a result of the payments made on an Exempt Loan shall be
allocated in accordance with (B) below.

               (B)  EMPLOYER STOCK.  Employer Stock released under
Section 9.4(i) shall be allocated as of the end of the Plan Year to the
applicable account of each Participant as follows:

                    (1)  CASH DIVIDENDS VALUE.  First, released Employer
Stock with respect to an Exempt Loan which has a Fair Market Value equal to
the cash dividends paid to the trust (and used to pay or prepay an Exempt
Loan) during the Plan Year with respect to Employer Stock allocated to each
Participant's applicable Employer Stock Account shall be allocated to that
Participant's applicable account.

                    (2)  PROPORTIONATE ALLOCATION.  Second, if additional
Employer Stock remains to be allocated, released Employer Stock with
respect to an Exempt Loan shall be allocated to each Participant's
applicable Employer Stock Account in the proportion that the Participating
Compensation of each eligible Participant bears to the Participating
Compensation of all eligible Participants.

               (C)  SPECIAL EMPLOYER CONTRIBUTION OR EMPLOYER STOCK
RELEASE.  Notwithstanding any provision of this plan to the contrary, to
the extent necessary to meet the required allocation of Employer Stock
under (ii)(B)(1) above, the Employer, in its sole discretion, may
contribute additional Employer Stock or cash to the trust for purposes of
completing such allocation.  If sufficient Employer Contributions are not
made for such purpose, then additional shares of Employer Stock shall be
released under Section 9.4(i) for purposes of completing such allocation.

               (D)  NO EXEMPT LOAN.  If this plan has no Exempt Loan with
respect to a Participant's Employer Stock Account,

                    (1)  CASH DIVIDENDS.  Cash dividends paid with respect
to the Participant's Employer Stock Account shall be distributed pursuant
to Section 7.12;
                                       -13-
<PAGE>
                    (2)  CASH CONTRIBUTIONS.  Cash contributions shall be
allocated to eligible Participants' Other Investments Accounts in the
proportion described in (B)(2) above; and

                    (3)  EMPLOYER STOCK CONTRIBUTIONS.  Contributions in
Employer Stock shall be allocated to eligible Participants' Employer Stock
Accounts in the proportion described in (B)(2) above.

               (E)  EMPLOYER STOCK ALLOCATION IN NUMBERS OF SHARES. 
Allocation of Employer Stock and accountings with respect to the Employer
Stock Account shall be in numbers of whole and fractional shares.

          (iii) DEFINITIONS.

               (A)  PARTICIPATING COMPENSATION.  "Participating
Compensation" means the Participant's Compensation for services while a
Participant in Covered Employment during the Plan Year.

               (B)  COMPENSATION.  "Compensation" means an Employee's W-2
wages as provided in Regulations under Code Section 415 plus Elective
Deferrals and any amount that is excluded from gross income pursuant to
Code Section 125 minus any amounts paid or reimbursed by the Employer for
moving expenses incurred by the Employee.  

                    (1)  ELECTIVE DEFERRALS.  "Elective Deferrals" means
the elective contributions made for the Participant and any other portion
of the Participant's income deferred and excluded from current taxation
under Code Sections 402(e)(3) (a cash or deferred 401(k) profit-sharing
plan); 402(h)(1)(B) (a simplified employee pension plan); or 403(b) (a
tax-sheltered annuity).

                    (2)  ADJUSTED ANNUAL COMPENSATION LIMIT.  Compensation
for any Plan Year may not exceed the Annual Compensation Limit.  "Annual
Compensation Limit" means $150,000 (as adjusted under Code
Section 401(a)(17)(B)).

                         For the short Plan Year, the Annual Compensation
Limit shall be multiplied by a fraction.  The numerator of the fraction is
the number of months in the short Plan Year and the denominator is 12.

     (b)  RESTORATION OF FORFEITURE.  If a forfeited amount is required to
be restored under Article 6, that amount shall be allocated to the account
from which the amount was forfeited.


5.3  STOCK DIVIDENDS ON EMPLOYER STOCK, STOCK SPLITS, ETC.

     Each Participant's Employer Stock Account will be credited with the
Participant's share of Employer Stock (including fractional shares)

                                       -14-
<PAGE>
representing (i) stock dividends paid on Employer Stock, (ii) a stock
split, or (iii) stock received by the Trustee as a result of a
reorganization or other recapitalization of the Employer.  However, stock
dividends or other Employer Stock received with respect to Employer Stock
that is encumbered, or held in a suspense account, pursuant to Section 9.4
shall be added to the encumbrance or suspense account, and shall be
released and allocated as provided in Section 9.4 and Section 5.2.


5.4  FORFEITURES.

     Forfeitures shall be allocated first to restore any forfeited amounts
that are required to be restored under Article 6.  Any remaining
forfeitures shall be allocated as an additional ESOP Contribution.

     (a)  TIMING.  Forfeitures shall occur as of the dates specified in
Article 6.  Forfeitures that occur during a Plan Year shall be allocated as
of the end of that Plan Year.

     (b)  ANNUAL ADDITION LIMITATION.  Any forfeitures that cannot be
allocated under (a) due to the limitation on Annual Additions shall be held
and applied pursuant to Section 5.8.

     (c)  INVESTMENT EXPERIENCE.  Any forfeiture that occurs during a Plan
Year shall not share in the investment experience of the trust for the
period from the preceding Valuation Date through the date as of which the
forfeiture is allocated.

     (d)  LIMITATION ON ALLOCATION.  Forfeitures shall not be allocated to
the account of any forfeiting Participant.


5.5  ALLOCATION OF EARNINGS, LOSSES, AND EXPENSES; REVALUATION OF ASSETS.

     (a)  EARNINGS, LOSSES, AND EXPENSES.  As soon as administratively
feasible after each Valuation Date, the Trustee shall credit each
Participant's accounts other than Employer Stock Accounts with the
proportion of the net earnings of such accounts and of the net gain from
the disposition of assets of such accounts since the last Valuation Date,
as the balance of each such account bears to the aggregate balances of all
such accounts before allocations of contributions and forfeitures; and
shall charge each such account with any net loss suffered by the trust
since the last Valuation Date, and any expenses paid from the trust since
the last Valuation Date, and any expenses paid from the trust, in the same
proportion and manner as earnings and gains are credited to those accounts. 
Interest paid under an installment contract for the purchase of Employer
Stock or on an Exempt Loan used to purchase Employer Stock shall not be
deemed an expense under this provision.


                                       -15-
<PAGE>
     (b)  REVALUATION OF TRUST.

          (i)  EMPLOYER STOCK.  As soon as administratively feasible after
each Valuation Date, the Administrator shall determine Fair Market Value of
the Employer Stock and shall certify to the Trustee the Fair Market Value.
The Trustee shall thereupon adjust its records to reflect Fair Market
Value.  Determination of Fair Market Value shall be made in good faith and
in accordance with this plan and with Regulations under ERISA
Section 3(18).  For purposes of this provision, Fair Market Value of
Employer Stock that is readily tradeable on an established securities
market shall be the daily closing price for Employer Stock, as reported on
a national securities exchange, as of the last business day coinciding with
or immediately preceding the Valuation Date.  Fair Market Value of Employer
Stock that is not readily tradeable on an established securities market
shall be determined annually by an independent appraiser selected by the
Employer, meeting requirements similar to those described in Code
Section 170(a)(1), in accordance with Code Section 401(a)(28) and
Regulations.  The Employer shall cooperate with, and allow access to and
furnish relevant information to, the independent appraiser for purposes of
performing the valuation of Employer Stock.

          (ii) OTHER ACCOUNTS.  After the allocations described in
(a) above, the Trustee shall revalue, at fair market value, the assets of
the trust other than the Employer Stock held in the Employer Stock
Accounts.  The amount in each account other than the Employer Stock Account
shall be adjusted as of the Valuation Date so that the ratio of the
adjusted amount in each such account to the total assets of all such
accounts equals the ratio of the amount in the account before adjustment to
the total assets of all such accounts before adjustment.

     (c)  NO EARNINGS ON DISTRIBUTIONS.  A Participant's ESOP Account shall
not be credited with any interest or earnings for the period between the
last Valuation Date preceding the date of distribution and the date of
distribution.


5.6  SALE OR PURCHASE OF EMPLOYER STOCK.

     Each Participant's Employer Stock Account and Other Investments
Account will be adjusted as of the applicable Valuation Date as follows:

     (a)  SALE OF EMPLOYER STOCK.  Each Participant's Employer Stock
Account will be debited with the Participant's share of Employer Stock
(including fractional shares) sold by the trust from that account for any
reason.  The proceeds received from the sale shall be credited directly to
the Participant's Other Investments Account.  If unallocated Employer Stock
is sold, the proceeds, as necessary, shall be used to repay, or prepay, the
Exempt Loan by which such stock was purchased.  After payment of the Exempt
Loan, if additional proceeds from the sale of such Employer Stock remain,

                                       -16-
<PAGE>
the proceeds shall be considered earnings and gains of the trust on ESOP
Accounts, and shall be allocated in the proportion that the Employer Stock
in the Participant's Employer Stock Account with respect to that Exempt
Loan bears to the aggregate Employer Stock in all Participant's Employer
Stock Accounts with respect to that Exempt Loan.

     (b)  PURCHASE OF EMPLOYER STOCK.  If the Trustee purchases Employer
Stock with cash rather than with the proceeds of an Exempt Loan, each
Participant's Other Investments Account will be debited with the
Participant's share of the purchase price for Employer Stock purchased by
the trust, and the shares purchased (including fractional shares) shall be
credited directly to the Participant's Employer Stock Account.


5.7  LIMITATION ON ANNUAL ADDITIONS.

     The total Annual Additions for a Participant for any Limitation Year
shall not exceed the lesser of the Percentage Limit or the Defined
Contribution Dollar Limit.

     (a)  ANNUAL ADDITIONS.  "Annual Additions" for a Participant for a
Limitation Year means the sum of:

          (i)  EMPLOYER CONTRIBUTIONS AND FORFEITURES.  The Participant's
share of the Employer's contributions (including allocations under a
simplified employee pension) and forfeitures;

          (ii) AFTER-TAX EMPLOYEE CONTRIBUTIONS.  The Participant's after-tax
employee contributions;

          (iii) POST-RETIREMENT MEDICAL BENEFITS ACCOUNT.  For purposes
of the Defined Contribution Dollar Limit and for Limitation Years beginning
after December 31, 1985, amounts allocated to the separate post-retirement
medical benefits account of a Key Employee, as defined in Code
Section 419A(d)(3), under a welfare benefit fund, as defined in Code
Section 419(e);

          (iv) INDIVIDUAL MEDICAL BENEFIT ACCOUNT.  For purposes of the
Defined Contribution Dollar Limit, contributions allocated for Limitation
Years beginning after March 31, 1984, to an individual medical benefit
account in a pension or annuity plan, as defined in Code Section 415(l)(2);

          (v)  EXCESS DEFERRALS.  For the Limitation Years during which
these amounts were contributed, excess deferrals that are not distributed
to a Participant by the first April 15th following the end of the
Participant's taxable year;

          (vi) EXCESS CONTRIBUTIONS AND EXCESS AGGREGATE CONTRIBUTIONS. 
For the Limitation Years during which these amounts were contributed,

                                       -17-
<PAGE>
excess contributions and excess aggregate contributions whether or not
distributed to a Participant; and

          (vii) EXCESS ANNUAL ADDITION APPLIED.  An excess Annual
Addition from the preceding Limitation Year applied to reduce the Employer
Contributions for the current Plan Year.

     (b)  DEFINED CONTRIBUTION DOLLAR LIMIT.  "Defined Contribution Dollar
Limit" means $30,000 (or 25% of the defined benefit dollar limit under Code
Section 415(b)(1)(A), if greater).

     (c)  PERCENTAGE LIMIT.  "Percentage Limit" means 25% of the
Participant's Section 415 Compensation from the Employer for the Limitation
Year.

     (d)  ESOP EXCEPTIONS.  If no more than one-third of the contributions
deductible under Code Section 404(a)(9) under this plan for a Plan Year are
allocated to the accounts of Highly Compensated Employees, the following
special rules shall apply:

          (i)  CERTAIN FORFEITURES NOT ANNUAL ADDITIONS.  Forfeitures of
Employer Stock acquired by this plan with a loan described in Code
Section 404(a)(9)(A) and allocated to a Participant's account shall not be
deemed an Annual Addition.

          (ii) EMPLOYER CONTRIBUTION TO PAY INTEREST NOT ANNUAL
ADDITION.  The Employer Contribution for a Plan Year deductible under Code
Section 404(a)(9)(B) and not allocated to a Participant's account shall not
be deemed an Annual Addition.

     (e)  SECTION 415 COMPENSATION.  "Section 415 Compensation" means a
Participant's earned income, wages, salaries, and fees for professional
services and other amounts received for personal services actually rendered
in the course of employment with the Employer (including, but not limited
to, commissions paid to salesmen, compensation for services based on a
percentage of profits, commissions on insurance premiums, tips, bonuses,
fringe benefits, reimbursements, and expense allowances) actually paid (or
accrued for Limitation Years beginning before January 1, 1992) and
includable in gross income for the Limitation Year.

          (i)  EXCLUSIONS.  Section 415 Compensation excludes:

               (A)  CONTRIBUTIONS.  Contributions (including Elective
Deferrals for Plan Years beginning before January 1, 1998) to a plan of
deferred compensation that are not includable in the Employee's gross
income for the taxable year in which contributed, or contributions under a
simplified employee pension plan to the extent the contributions are
deductible by the Employee, or any distributions from a plan of deferred
compensation;

                                       -18-
<PAGE>
               (B)  NONQUALIFIED STOCK OPTION.  Amounts realized from the
exercise of a nonqualified stock option, or when restricted stock (or
property) held by the Employee either becomes freely transferable or is no
longer subject to substantial risk of forfeiture;

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

               (D)  OTHER AMOUNTS.  Other amounts that received special tax
benefits (including any amount that is excluded from gross income under
Code Section 125), or contributions made by the Employer (whether or not
under a salary reduction agreement) toward the purchase of an annuity
described in Code Section 403(b) (whether or not the amounts are actually
excludable from the gross income of the Employee); and

               (E)  ADJUSTED ANNUAL COMPENSATION LIMIT.  Amounts in excess
of the Annual Compensation Limit.

          (ii) ESTIMATION.  Until Section 415 Compensation is actually
determinable, the Employer may use a reasonable estimate of Section 415
Compensation.  As soon as administratively feasible, actual Section 415
Compensation shall be determined.

     (f)  LIMITATION YEAR.  "Limitation Year" means the Plan Year.

          (i)  CHANGE.  If the Limitation Year is amended to a different
12-month period, the new Limitation Year must begin on a date within the
Limitation Year in which the amendment is made.

          (ii) SHORT LIMITATION YEAR.  If a short Limitation Year is
created by an amendment, the maximum Annual Addition shall not exceed the
Defined Contribution Dollar Limit multiplied by a fraction.  The numerator
of the fraction is the number of months in the short Limitation Year and
the denominator is 12.

     (g)  RELATED EMPLOYER AGGREGATION.  All plans maintained by the
Employer and any Related Employer, all contributions under those plans, and
Section 415 Compensation from the Employer and any Related Employer shall
be aggregated for purposes of applying this section and the remainder of
this article.


5.8  EXCESS ADDITIONS.

     (a)  BEFORE CONTRIBUTION.  If the Annual Additions limitation will be
exceeded for a Participant, the Employer Contribution for the Plan Year may
be reduced before payment to the Trustee to the maximum amount permitted
under Section 5.7.

                                       -19-
<PAGE>
     (b)  AFTER CONTRIBUTION.  If the Annual Additions limitation would be
exceeded for a Participant as a result of an allocation of forfeitures, a
reasonable error in estimating a Participant's annual Section 415
Compensation, a reasonable error in determining the amount of Elective
Deferrals permissible under the limits of Code Section 415, or other facts
and circumstances permitted by the Commissioner of Internal Revenue, the
excess amount shall be reallocated to the accounts of all other
Participants for whom the additional allocation would not exceed the Annual
Additions limitation.

          (i)  SUSPENSE ACCOUNT.  If reallocation of the excess would cause
all Participants to exceed the Annual Additions limitation, the remaining
excess shall be held in a suspense account.

          (ii) REDUCE EMPLOYER CONTRIBUTION.  The amount in the suspense
account shall be used to reduce an Employer Contribution for the next Plan
Year and shall be allocated before other Annual Additions are allocated.

          (iii) PLAN TERMINATION.  If this plan is terminated or
contributions to this plan are discontinued while there is a suspense
account, the allocation shall be made as of the end of the next Plan Year
or, if earlier, as of the date of termination or discontinuance.

          (iv) NO INVESTMENT EXPERIENCE.  No investment experience shall be
allocated to a suspense account.

     (c)  NO DISTRIBUTION.  Excess Annual Additions held in a suspense
account may not be distributed to Participants or former Participants.


                                 ARTICLE 6

                    DETERMINATION OF VESTED PERCENTAGE


6.1  YEAR OF VESTING SERVICE.

     An Employee shall be credited with a "Year of Vesting Service" for
each Vesting Period in which the Employee completes at least 1,000 Hours of
Service, including Vesting Periods before the Employee became a Participant
and Vesting Periods before the original effective date of this plan.

     The "Vesting Period" for determining Years of Vesting Service and the
existence of Breaks in Service under this article shall be the Plan Year. 
For a short Plan Year, the Vesting Period shall be the 12-month period
ending on the last day of the short Plan Year.




                                       -20-
<PAGE>
6.2  VESTED PERCENTAGE.

     (a)  VESTING SCHEDULE.  A Participant's vested percentage with respect
to the Participant's ESOP Account shall be determined as follows:

          YEARS OF VESTING SERVICE                VESTED PERCENTAGE

          Less than 1 year                            -0-
          1 year                                      20%
          2 years                                     40%
          3 years                                     60%
          4 years                                     80%
          5 years or more                            100%

     (b)  NORMAL RETIREMENT DATE, DEATH, OR DISABILITY.  The vested
percentage with respect to the ESOP Account of a Participant who is
employed by the Employer or a Related Employer on the Participant's Normal
Retirement Date or whose employment terminates due to death or Total
Disability shall be 100%.


6.3  CASHOUT.

     (a)  PARTIAL VESTING.  If a Participant's employment terminates and
the Participant's entire Vested Account Balance is distributed before the
last day of the second Plan Year after the Plan Year during which the
Participant's employment terminated, any nonvested amount shall be
forfeited as of the date of distribution.

          If the Participant is reemployed by the Employer or a Related
Employer before the Participant has five consecutive Breaks in Service and
repays the entire amount distributed before the earlier of five years after
the date the Participant is reemployed or the date the Participant has five
consecutive Breaks in Service, the forfeited amount shall be restored to
the Participant's account as of the date of repayment.

     (b)  ZERO VESTING.  If a Participant's employment terminates and the
Participant's vested percentage under Section 6.2(a) is zero, any nonvested
amount shall be forfeited as of the date that the Participant's employment
terminates.  If the former Participant is reemployed by the Employer or a
Related Employer before the Participant has five consecutive Breaks in
Service, the forfeited amount shall be restored as of the date the
Participant is reemployed.


6.4  FIVE BREAKS IN SERVICE.

     (a)  CANCELLATION OF VESTING SERVICE.  If an Employee whose vested
percentage under Section 6.2(a) is zero has five consecutive Breaks in

                                       -21-
<PAGE>
Service, the Participant's Years of Vesting Service credited before the
Breaks in Service shall be permanently canceled.

     (b)  FORFEITURE OF NONVESTED AMOUNT.  Unless previously forfeited, a
Participant's nonvested amount shall be permanently forfeited as of the end
of the Vesting Period that includes the Participant's fifth consecutive
Break in Service.


6.5  DEATH AFTER TERMINATION/LOST RECIPIENT.

     (a)  DEATH AFTER TERMINATION.  If a Participant whose vested
percentage under Section 6.2(a) is not 100% dies after termination of
employment but before the Participant has five consecutive Breaks in
Service, the remaining Vested Account Balance shall be distributed pursuant
to Article 7.  Any nonvested amount that was not forfeited previously shall
be forfeited as of the date of the Participant's death.

     (b)  LOST RECIPIENT.  If a Person entitled to a payment cannot be
located, the Participant's account shall be forfeited as of the date the
Administrator certifies to the Trustee that the Person cannot be located. 
The Participant's Vested Account Balance shall be restored to the
Participant's account if the Person entitled to the payment submits a
written election of method of payment.


6.6  VESTED ACCOUNT BALANCE AND NONVESTED AMOUNT.

     (a)  VESTED AMOUNT.  "Vested Account Balance" as of the date of
determination means the balance in the Participant's account listed under
Section 6.2(a) multiplied by the Participant's vested percentage.

     (b)  NONVESTED AMOUNT.  The remainder shall be the Participant's
nonvested amount.

     (c)  PARTIAL DISTRIBUTION OF VESTED ACCOUNT BALANCE.  If part of the
Participant's Vested Account Balance is distributed or reduced for any
reason before the Participant's vested percentage is 100%, the remaining
amount in the affected account shall be maintained in a separate account. 
The Participant's vested amount with respect to the separate account is
equal to P(AB + (R x D)) - (R x D), where P is the Participant's vested
percentage; AB is the separate account balance, after allocations and
revaluation, as of the end of the most recent Plan Year; D is the amount of
the distribution; and R is a fraction.  The numerator of the fraction is
AB, and the denominator is the separate account balance remaining
immediately after the distribution.  If a separate account is maintained,
it shall be merged into the Participant's regular account at the end of the
Plan Year in which the Participant's vested percentage under Section 6.2(a)
becomes 100%.

                                       -22-
<PAGE>
                                 ARTICLE 7

                               DISTRIBUTIONS


7.1  DISTRIBUTIVE EVENTS.

     The following events shall permit distribution.

     (a)  NORMAL RETIREMENT DATE.  A Participant's employment terminates at
or after the Participant's Normal Retirement Date.  "Normal Retirement
Date" means the date the Participant attains age 65.

     (b)  DEATH.  A Participant dies.

     (c)  TOTAL DISABILITY.  A Participant suffers a Total Disability while
an Employee.  "Total Disability" means the inability of the Participant due
to a physical or mental condition to perform the duties of the
Participant's employment.  The Administrator may require that one or more
physicians (chosen or approved by the Administrator) certify whether or not
Total Disability exists.  This certification shall be conclusive.

     (d)  OTHER TERMINATION OF EMPLOYMENT.  A Participant's employment
terminates for any reason.  A transfer between Covered Employment and any
other employment with the Employer, or a transfer between the Employer and
a Related Employer, is not a termination of employment.

     (e)  REQUIRED BEGINNING DATE.  A Participant reaches the Participant's
Required Beginning Date.

     (f)  QDRO.  This plan receives a QDRO and the Administrator directs
the Trustee to pay benefits to an alternate payee as set forth in the QDRO.

          "QDRO" means a qualified domestic relations order, as defined in
Code Section 414(p), that is issued by a competent state court and that
meets the following conditions:

          (i)  ALTERNATE PAYEE.  The alternate payee must be the Spouse or
former Spouse or a child or other dependent of the Participant.

          (ii) REASON FOR DISTRIBUTION.  The distribution must relate to
alimony, support of a child or other dependent, or a division of marital
property.

          (iii) CONTENTS.  The QDRO must contain the name and address
of the Participant and the alternate payee, the amount of the distribution
or percentage of the Participant's account to be distributed, the Valuation
Date as of which the amount or percentage is to be determined, and
instructions concerning the timing and method of distribution.

                                       -23-
<PAGE>
          (iv) RESTRICTIONS.  A QDRO may not require (A) this plan to pay
more to the Participant and all alternate payees than the Participant's
Vested Account Balance; (B) a method, commencement date, or duration of
payment not otherwise permitted under this article; and (C) cancellation of
the prior rights of another alternate payee.

     (g)  PLAN TERMINATION; PARTIAL TERMINATION.  Termination of this plan
with respect to all Participants or partial termination with respect to
Participants affected by the partial termination.


7.2  VALUATION FOR DISTRIBUTION.

     The Participant's Vested Account Balance shall be determined as of the
Valuation Date coinciding with or most recently preceding the date of the
distribution.  The amount distributed shall not include investment
experience for the period from the Valuation Date to the date of
distribution.  Separate valuations shall be performed for segregated
accounts that are commingled for investment and any accounts that are
separately invested without commingling.  The amount to be distributed
shall be reduced by the amount of any distribution or withdrawal during the
period from the Valuation Date to the date of distribution.


7.3  METHODS AND FORM OF DISTRIBUTION.

     (a)  METHODS OF DISTRIBUTION.  Distribution shall be made in one of
the following methods:

          (i)  LUMP SUM.  Except for a transfer under (ii) below,
distribution shall be made in a single payment or, if necessary, in one or
more payments within one taxable year of the recipient.

          (ii) TRANSFERS TO ANOTHER PLAN.  The Trustee shall transfer the
distributee's eligible rollover distribution to the trustee or custodian of
an eligible retirement plan for the benefit of the distributee.

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

                                       -24-
<PAGE>
               (B)  ELIGIBLE RETIREMENT PLAN.  An eligible retirement plan
is an individual retirement account described in Code Section 408(a), an
individual retirement annuity described in Code Section 408(b), an annuity
plan described in Code Section 403(a), or a qualified trust described in
Code Section 401(a), that accepts the distributee's eligible rollover
distribution.  An eligible rollover distribution to the surviving Spouse
may be transferred only to an individual retirement account or individual
retirement annuity.

               (C)  DISTRIBUTEE.  A distributee includes a Participant or
former Participant, the Participant's surviving Spouse, and the
Participant's Spouse or former Spouse who is an alternate payee under a
QDRO.

     (b)  FORM OF DISTRIBUTION.

          (i)  RIGHT TO DEMAND DISTRIBUTION IN EMPLOYER STOCK.  A
Participant or Beneficiary entitled to a distribution of benefits may
demand that the ESOP Account be paid in Employer Stock, except that the
value of a fractional share may be paid in cash.

               (A)  SOURCE OF SHARES.  The Trustee may meet a current
distribution obligation by use of the Participant's Employer Stock Account
only, by use of the Participant's Other Investments Account to acquire
Employer Stock, or by partial use of each account.

               (B)  ACQUISITION OF ADDITIONAL SHARES.  A balance in the
Participant's Other Investments Account will be applied to acquire the
maximum number of whole shares of Employer Stock, at the then Fair Market
Value, as necessary to meet the current distribution obligation to the
Participant.  Employer Stock to be acquired by use of the Participant's
Other Investments Account may be acquired from any source, including the
Employer Stock Accounts of all other Participants.

               (C)  METHOD OF ACQUISITION FROM OTHER PARTICIPANT'S EMPLOYER
STOCK ACCOUNTS.  If Employer Stock is acquired from the Employer Stock
Accounts of all other Participants, the acquisition shall be from all other
Participants' Employer Stock Accounts at the then Fair Market Value.  The
Employer Stock Accounts shall be debited on a reasonable,
nondiscriminatory, pro rata basis.  The amount applied from the
Participant's Other Investments Account to acquire the Employer Stock shall
be credited to all other Participants' Other Investments Accounts on the
same reasonable, nondiscriminatory, pro rata basis.

          (ii) FAILURE TO DEMAND PAYMENT IN EMPLOYER STOCK.  If a
Participant or Beneficiary does not demand payment of benefits in Employer
Stock, after notification by the Administrator of that right, benefits may
be paid in cash, in Employer Stock, or in a combination of both, as
directed by the Administrator.  If benefits are to be paid in cash, the

                                       -25-
<PAGE>
amount payable shall be the net proceeds received by the Trustee with
respect to the sale of Employer Stock from the Participant's Employer Stock
Account, plus the value of the Participant's Other Investments Account. 

          (iii) LIMITATION ON ELECTION TO RECEIVE DISTRIBUTIONS IN
EMPLOYER STOCK.  A Participant may not elect to receive Employer Stock with
respect to amounts that were liquidated and reinvested under Section 9.8.


7.4  MINIMUM DISTRIBUTION.

     The minimum amount that must be distributed for each calendar year
beginning with the calendar year in which the Participant attains age
70 1/2 ("Minimum Distribution") shall be equal to the greater of the
minimum required distribution under Regulations Section 1.401(a)(9)-1 or
the minimum distribution incidental benefit under Regulations
Section 1.401(a)(9)-2.


7.5  TIME OF DISTRIBUTION.

     (a)  IMMEDIATE DISTRIBUTION.  Distribution shall begin on the Earliest
Distribution Date.

          (i)  EARLIEST DISTRIBUTION DATE.  "Earliest Distribution Date"
means the first date on which distribution is administratively feasible
following the end of the Plan Year that includes the distributive event or,
if later, after election of distribution.  If the Participant's employment
terminates before the Participant's Normal Retirement Date or the date the
Participant suffers a Total Disability or dies, the "Earliest Distribution
Date" with respect to Employer Stock in the Participant's ESOP Account
shall be the first day on which distribution is administratively feasible
following the last day of the fifth Plan Year after the Plan Year in which
the Participant's employment terminated.

          (ii) EXCEPTIONS.

               (A)  CERTAIN FINANCED SECURITIES.  If the Participant's
employment terminates before the Participant's Normal Retirement Date or
the date the Participant suffers a Total Disability or dies, the portion of
the Participant's Employer Stock Account consisting of Employer Stock
purchased with an Exempt Loan shall be distributed as soon as
administratively feasible after the last day of the Plan Year in which the
Exempt Loan is repaid in full, if later than the date described in (a)(i)
above.

               (B)  $3,500 OR LESS.  The Vested Account Balance of a
Participant whose employment terminates for any reason other than death and
whose Vested Account Balance, including any earlier distribution, is $3,500

                                       -26-
<PAGE>
or less, shall be distributed as soon as administratively feasible
following the end of the Plan Year in which the Participant's employment
terminates.  The Participant may elect earlier payment.

               (C)  DEATH.  The time of distribution following death of a
Participant is determined under Section 7.6.

               (D)  PLAN TERMINATION/PARTIAL TERMINATION.  Distribution to
affected Participants shall be made as soon as administratively feasible
after termination or partial termination of this plan and receipt of
applicable approvals.

     (b)  NORMAL DISTRIBUTION DATE.  Distribution due to termination of
employment for any reason other than death shall begin not later than 60
days after the end of the Plan Year that includes the Participant's Normal
Retirement Date or, if later, the end of the Plan Year in which employment
terminates.  If the amount cannot be ascertained at that date, distribution
retroactive to that date shall be made within 60 days of the date that the
amount can be determined.

          A Participant may not elect to defer distribution beyond the date
described in the preceding paragraph.

     (c)  REQUIRED DISTRIBUTION.  Distribution to a Participant shall begin
not later than the Participant's Required Beginning Date.

          (i)  REQUIRED BEGINNING DATE.  "Required Beginning Date" means:

               (A)  NON-5% OWNER.  For a Participant who is not a 5% Owner,
the April 1 after the end of the calendar year in which the later of the
following occurs:

                    (1)  TERMINATION.  The Participant's termination of
employment with the Employer and all Related Employers; and

                    (2)  AGE 70 1/2.  The Participant attains age 70 1/2.

               (B)  5% OWNER.  For a Participant who is a 5% Owner, the
April 1 following the end of the calendar year in which the Participant
attains age 70 1/2.  For a Participant who is still employed by the
Employer or a Related Employer upon attaining age 70 1/2 and who becomes a
5% Owner after attaining age 70 1/2, the April 1 following the end of the
calendar year in which the Participant becomes a 5% Owner.

               (C)  DETERMINATION OF 5% OWNER.  For purposes of this
definition, a Participant is treated as a 5% Owner if the Participant is a
5% Owner during the Plan Year in which the Participant attains age 66 1/2
or any later Plan Year.  Once distribution begins to a 5% Owner, it shall
continue even if the Participant ceases to be a 5% Owner.

                                       -27-
<PAGE>
          (ii) PAYMENT.  Unless paid during the calendar year in which the
Participant attains age 70 1/2 (or the calendar year before the
Participant's Required Beginning Date, if later) the Minimum Distribution
for that calendar year shall be paid not later than the Required Beginning
Date.  The Minimum Distribution for each subsequent calendar year shall be
paid by the last day of the calendar year for which it is required.


7.6  DEATH OF PARTICIPANT.

     (a)  DEATH BEFORE REQUIRED BEGINNING DATE.  If the Participant dies
before the Required Beginning Date, distribution shall be made to the
Participant's Beneficiary as soon as administratively feasible following
the end of the Plan Year in which the Participant dies or, if later, after
election of distribution. 

          (i)  SPOUSE AS BENEFICIARY.  If the Spouse is the Beneficiary,
the Spouse may elect distribution at any time after the Participant's
death.  Distribution must be made on or before the last day of the calendar
year in which the Participant would have attained age 70 1/2 or, if later,
the last day of the calendar year following the calendar year in which the
Participant died.  If the Spouse dies before distribution is made,
distribution shall be made under (ii) as though the Spouse were the
Participant.

          (ii) DEFAULT RULE.  Distribution of the Participant's Vested
Account Balance shall be paid in a lump sum no later than the last day of
the calendar year that includes the fifth anniversary of the Participant's
death.  If the Beneficiary dies before complete distribution of the
Participant's Vested Account Balance, the remainder to be distributed shall
be paid in a lump sum to the successor Beneficiary no later than the last
day of the calendar year that includes the fifth anniversary of the
Participant's death.

     (b)  DEATH AFTER REQUIRED BEGINNING DATE.  If the Participant dies
after the Required Beginning Date, any unpaid amount must be paid to the
Beneficiary in a lump sum no later than the last day of the calendar year
after the calendar year in which the Participant died.


7.7  ELECTION OF METHOD AND TIME OF DISTRIBUTION.

     (a)  PERMITTED ELECTIONS.  To the extent permitted under this article,
the Participant or other recipient may elect the method and time of
distribution.

     (b)  REQUIRED CONSENT.  If the distributive event is termination of
employment prior to the Participant's Normal Retirement Date for any reason
other than death, distribution shall not be made without the Participant's

                                       -28-
<PAGE>
consent.  The consent shall be given by an election of distribution.  An
election of distribution shall be made within the 90-day period ending on
the Benefit Starting Date.

          (i)  NOTICE.  When consent is required, the Participant shall be
notified of the right to elect or defer distribution.  The written notice
shall provide an explanation of the material features and relative values
of the available methods of distribution.  The notice shall be provided at
least 30 days and not more than 90 days before the Benefit Starting Date.

          (ii) BENEFIT STARTING DATE.  "Benefit Starting Date" means the
first day of the first period for which an amount is distributable in any
form.  Generally, the Benefit Starting Date is the date on which
distribution is due when all conditions and requirements for distribution
have been met.

          (iii) EXCEPTION TO CONSENT REQUIREMENT.  The Participant's
consent is not required with respect to a distribution when the
Participant's Vested Account Balance, including any earlier distribution,
is $3,500 or less.

          (iv) WAIVER OF NOTICE PERIOD.  A distribution may commence less
than 30 days after the notice required under (i) above is given, provided:

               (A)  RIGHT TO 30-DAY PERIOD.  The Administrator clearly
informs the Participant that the Participant has a right to a period of at
least 30 days after receiving the notice to consider the decision of
whether or not to elect a distribution (and, if applicable, a particular
distribution option); and

               (B)  ELECTION.  The Participant, after receiving the notice,
affirmatively elects a distribution.

     (c)  ELECTION REQUIREMENTS.

          (i)  TIME.  The election shall be made not later than the date
distribution begins or, if earlier, the date when distribution must begin. 
An election may be revoked or changed before distribution begins.

          (ii) FORM.  An election shall be made in a form acceptable to the
Administrator.

     (d)  FAILURE TO ELECT.  If a Person fails to elect (or multiple
recipients cannot agree):

          (i)  METHOD.  The method of distribution shall be a lump sum.

          (ii) TIME.  Distribution shall begin under Section 7.5(b) if the
Participant is alive or under Section 7.6(a)(ii) if the Participant died.

                                       -29-
<PAGE>
     (e)  ADDITIONAL INFORMATION.  The Administrator may require additional
election, application or information forms required by law or deemed
necessary or appropriate by the Administrator in connection with any
distribution.

     (f)  NO REDUCTION OR DELAY OF DISTRIBUTION.  An election shall not
cause a reduction in the minimum amount or delay the required time of
payment of any Minimum Distribution or any distribution required after the
death of a Participant.


7.8  DESIGNATION OF BENEFICIARY.

     A Participant may designate or change a Beneficiary by filing a signed
designation with the Administrator in the form approved by the
Administrator.  The Participant's Will is not effective for this purpose.

     (a)  BENEFICIARY.  "Beneficiary" means the Person designated by the
Participant to receive the Participant's benefits under this plan after the
Participant's death.

     (b)  SPOUSAL CONSENT.  If a married Participant designates or changes
a Beneficiary other than the Spouse without the Spouse's consent to and
acknowledgment of the effect of the designation, the designation shall be
void.  A consent that permits further designations without consent is void
unless the Spouse expressly and voluntarily permits such designations
without any further spousal consent.  The consent may be limited to a
specific Beneficiary and a specific method of distribution.

          (i)  CONSENT.  Consent by the Spouse is irrevocable.  The consent
and acknowledgment must be witnessed by an individual named by the
Administrator or by a notary public.  If the Spouse cannot be located or if
other circumstances set forth in Regulations issued under Code Section 417
exist, the consent need not be obtained.

          (ii) SPOUSE.  "Spouse" means the Participant's husband or wife at
any specified time.  A former Spouse shall not be a Spouse except to the
extent specified in a QDRO under Code Section 414(p).

          (iii) SUCCESSOR BENEFICIARIES.  A Participant may designate
one or more successor Beneficiaries to the Spouse without the Spouse's
consent.

          (iv) CHANGE OF MARITAL STATUS.  A Beneficiary designation by a
Participant will not be effective upon the Participant's subsequent
marriage unless the Spouse consents to the designation and acknowledges the
effect of the designation.

     (c)  FAILURE TO DESIGNATE.  If a Participant fails to designate a
Beneficiary, the Beneficiary shall be the Spouse at the time of the
                                       -30-
<PAGE>
Participant's death and the Spouse's estate with respect to any amount
remaining undistributed at the subsequent death of the Spouse.  If the
Participant is not survived by a Spouse, the Beneficiary for each date of
distribution shall be the first of the following classes with a living
member on the date of distribution:

          (i)  CHILDREN.  The Participant's children, including those by
adoption, dividing the distribution equally among the Participant's
children with the living issue of any deceased child taking their parent's
share by right of representation;

          (ii) PARENTS.  The Participant's parents, dividing the
distribution equally if both parents are living;

          (iii) BROTHERS AND SISTERS.  The Participant's brothers and
sisters, dividing the distribution equally among the Participant's living
brothers and sisters.

     (d)  DEATH OF BENEFICIARY.  If distribution is being made to a
Beneficiary who dies before complete distribution, the remaining amount in
the account shall be paid to the successor Beneficiary.  If distribution is
made to more than one Beneficiary, distribution shall continue to the
survivor or survivors of them, and any remaining amount in the account upon
the death of the last survivor shall be paid to the successor Beneficiary.
Survivors shall include the issue of any deceased child who shall take the
deceased child's share by right of representation.

     (e)  NO BENEFICIARY.  If a deceased Participant has no surviving
Beneficiary under (c) above on the date a distribution is payable, the
remaining balance shall be paid to the Participant's estate.

     (f)  DETERMINATION.  The Administrator shall apply the rules of this
section to determine the proper Persons to whom payment should be made. 
The decision of the Administrator shall be final and binding on all
Persons.


7.9  FACILITY OF PAYMENT.

     A payment under this section shall fully discharge the Employer and
Trustee from all future liability with respect to that payment.

     (a)  INCAPACITY.  If a recipient entitled to a payment is legally,
physically, or mentally incapable of receiving or acknowledging payment,
the Administrator may direct the payment to the recipient; to the
recipient's legal representative or any other Person who is legally
entitled to receive payments on behalf of the recipient under the laws of
the state in which the recipient resides; or by expending the payment
directly for the benefit of the recipient.  A payment made to any Person

                                       -31-
<PAGE>
other than the recipient shall be used for the recipient's exclusive
benefit.

     (b)  LEGAL REPRESENTATIVE.  The Employer shall not be required to
commence probate proceedings or to secure the appointment of a legal
representative.

     (c)  DETERMINATION.  The Employer may act upon affidavits in making
any determinations.  In relying upon the affidavits or having made a
reasonable effort to locate any Person entitled to payment, the Employer
shall be authorized to direct payment to a successor Beneficiary or another
Person.  A Person omitted from payment shall have no rights on account of
payments so made.


7.10 NOTICE OF PENALTIES.

     The following penalties apply to distribution of, or failure to
distribute, certain amounts under this plan.

     (a)  DISTRIBUTION BEFORE AGE 59 1/2.  A Participant who receives a
distribution before attaining age 59 1/2 may be liable for an additional
10% federal income tax on any portion of the distribution included in gross
income.

     (b)  EXCESS DISTRIBUTIONS.  If a Participant or Beneficiary receives
excess distributions, as defined in Code Section 4980A(c), the Participant
or Beneficiary shall be subject to a 15% penalty tax on the excess
distributions.

     (c)  FAILURE TO RECEIVE A MINIMUM DISTRIBUTION.  For a calendar year
in which a Participant or Beneficiary fails to receive the Minimum
Distribution under Code Section 401(a)(9), the recipient shall be subject
to an additional tax equal to 50% of the difference between the Minimum
Distribution and the amount the recipient actually received.


7.11 SPECIAL RULES--DISTRIBUTION OF EMPLOYER STOCK.

     Upon distribution of Employer Stock that is not readily tradeable on
an established securities market, the following provisions shall apply.

     (a)  DISTRIBUTEE'S OPTION TO SELL BENEFIT SHARES.  Upon distribution
of Employer Stock to a Participant or Beneficiary (or a donee, trustee, or
other Person, including an estate to whom the Employer Stock passes as a
result of a death), the recipient may elect to sell all or part of the
Employer Stock (the "Benefit Shares").



                                       -32-
<PAGE>
          (i)  OPTION PERIOD:  LAPSE.  The option to sell the Benefit
Shares shall begin on the date of distribution and extend for a period of
the next 60 days.  At the end of the period, the option will temporarily
lapse.  After the end of the Plan Year in which the temporary lapse occurs,
and after the Employer Stock is valued as of the last day of that Plan
Year, each recipient who has not exercised the option to sell shall be
notified of the new Fair Market Value of the Benefit Shares.  Each
recipient will then have a period of 60 days from the date of notification
to exercise the option to sell.  If the option to sell is not exercised, it
shall lapse at the termination of the new 60-day period and shall not be
renewed.

          (ii) WRITTEN NOTICE.  Upon a written notice to the Employer of an
election to sell, the seller shall sell and the Employer shall purchase in
accordance with the provisions of (c) below.

          (iii) LIMITATION.  The 60-day option periods shall not run
during a period of time during which the Employer is unable to purchase the
Benefit Shares due to a state or federal law.

          (iv) NONTERMINABLE.  This option to sell, and the terms of sale
as set forth in (c) below, shall be nonterminable for the period of the
option, and shall continue in existence under this plan whether or not this
plan continues as an employee stock ownership plan and whether or not this
plan is discontinued.

          (v)  ASSIGNMENT.  The Employer may assign the obligation to
purchase to the Trustee, with the agreement of the Trustee.

     (b)  RIGHT OF FIRST REFUSAL.

          (i)  NOTICE OF SALE OR TRANSFER.  If a Participant or Beneficiary
should at any time intend to sell or exchange or otherwise transfer any
Benefit Shares, and if the Participant obtains a bona fide offer for the
purchase or exchange of the Benefit Shares, or if any of the Benefit Shares
should be the subject of a proposed assignment or transfer by way of gift,
bankruptcy, execution, hypothecation, or seizure and sale by legal process,
or upon the death of the Participant or Beneficiary, the Participant or
Beneficiary (or a creditor causing the proposed transfer) or the personal
representative of the estate of the Participant or Beneficiary shall
deliver to the Employer a written notice stating:  (A) the name or names of
the proposed transferees; (B) the certificate number and number of the
Benefit Shares proposed to be transferred; (C) the proposed price (if a
sale transaction is contemplated); and (D) all other terms of the proposed
transfer.  The Trustee shall have the right and option for a period of 14
days after receipt of the notice to purchase all of the Benefit Shares the
transfer of which is proposed.



                                       -33-
<PAGE>
          (ii) FAILURE TO EXERCISE OPTION.  If the Trustee does not
exercise the option to purchase and if the proposed transfer is made within
20 days after the termination of the option to the Person or Persons in the
manner and upon the terms and conditions set forth in the written notice,
then the Benefit Shares may be so transferred and shall in the hands of the
transferee be free of all options, obligations, and restrictions provided
in this trust.

          (iii) ADDITIONAL NOTICES OF SALE.  If the Trustee does not
elect to exercise the option and if the proposed transfer is not made
within 20 days after the termination of the option, then the Benefit Shares
so proposed to be transferred may not be transferred without again giving
the notice to the Trustee and the Trustee again shall have the option to
purchase the Benefit Shares.

          (iv) ASSIGNMENT.  The Trustee may assign the option to purchase
to the Employer, with the consent of the Employer.

     (c)  TERMS OF PURCHASE.  If the Trustee or the Employer becomes
obligated to purchase Benefit Shares pursuant to the provisions of either
(a) or (b) above, the terms of the purchase shall be as follows:

          (i)  DISTRIBUTEE'S OPTION TO SELL.  If Benefit Shares are
purchased pursuant to the option granted under (a) above, the purchase
price shall be the Fair Market Value of the Benefit Shares, and shall be
paid in either a single lump-sum payment or in not less frequent than
annual installments.  If a lump-sum payment is to be made, the payment
shall be paid within 30 days after the date the option is exercised.  If
installment payments are to be made, each installment shall be as equal as
possible, and the first installment shall be paid within 30 days after the
date that the option is exercised.  If installment payments are to be made,
interest at a reasonable rate shall be payable and the purchaser shall
grant the seller a security interest in the Benefit Shares being purchased
or in other adequate security.  The installment period may not extend for
more than five years.

          (ii) RIGHT OF FIRST REFUSAL.  If Benefit Shares are purchased
pursuant to (b) above, the purchase price shall be the price stated in the
written notice of the proposed transfer, or if greater, the Fair Market
Value of the Benefit Shares.  The terms of purchase shall be no less
favorable to the Participant or Beneficiary than the terms of the offer the
Participant or Beneficiary has received.  If the proposed transfer by the
Participant or Beneficiary is not a sale transaction, the purchase price
shall be the Fair Market Value of the Benefit Shares, and the terms of
purchase shall be governed by the rules of (a)(i) above.

          (iii) PROCEDURE ON CLOSING.  At the time provided for the
payment or initial installment, the seller of Benefit Shares shall deposit
with the purchaser the certificates for the Benefit Shares, properly

                                       -34-
<PAGE>
endorsed or accompanied by an appropriate stock power.  At that time, the
purchaser shall deposit with the seller any required cash payment and, if
applicable, its executed promissory note representing any balance remaining
to be paid.  Also at that time the Benefit Shares shall be subject to a
security interest in favor of the seller, as collateral for the payment of
the promissory note, or other adequate security shall be given to the
seller.  All or a portion of the unpaid balance of a purchase price may be
prepaid by the purchaser at any time without penalty.

          (iv) FAIR MARKET VALUE.  "Fair Market Value" generally means the
value determined as of the most recent Valuation Date, pursuant to
Section 5.5(b)(i).  However, in the case of a transaction under this
section between this plan and a disqualified person, as that term is
defined in Code Section 4975, "Fair Market Value" means the value as of the
date of the transaction.

     (d)  SECURITIES LAW.  All plan provisions with respect to transactions
involving Employer Stock, including, but not limited to, its distribution
as a benefit and its repurchase or sale, are subject to and conditioned
upon compliance with applicable provisions of federal and state securities
laws or regulations.  Without limiting the preceding sentence, no
certificate for shares of Stock shall be transferred to a Participant or
Beneficiary unless the shares, at the time of any issuance or transfer: 
(i) are exempt, are the subject matter of an exempt transaction, or are
registered within the meaning of applicable federal or state securities
laws and regulations; and (ii) comply with the rules of any stock exchange
on which the Employer's shares may be listed.  Unless an exemption from
registration is available, prior to or as soon as practicable after the
time when shares of Employer Stock would otherwise be deliverable to a
Participant or Beneficiary, the Employer will register the shares or
interest, as required under federal and/or state law.  If the shares are
delivered to Participant or Beneficiary pursuant to a registration
exemption, the Participant or Beneficiary shall deliver to the Employer a
representation in writing signed by the Participant or the Participant's
representative, or by the Beneficiary, as the case may be, that the
Employer Stock will be held indefinitely unless it is subsequently
registered under state and federal law, or unless an exemption from the
registration is available.  A stock certificate issued by the Employer
pursuant to a registration exemption shall bear a legend and statement that
the Employer deems advisable to assure compliance with this plan and with
federal and state laws and regulations that shall be in substantially the
form set forth in (e) below.

     (e)  STOCK CERTIFICATE LEGEND.  Benefit share certificates of Employer
Stock distributed to a Participant or Beneficiary shall have the following
legend endorsed on the certificates:

     THIS CERTIFICATE, AND DISPOSITION OF IT, IS SUBJECT TO THE TERMS
     OF THE DAKOTA TELECOMMUNICATIONS GROUP, INC. EMPLOYEE STOCK

                                       -35-
<PAGE>
     OWNERSHIP PLAN, INCLUDING A RIGHT OF FIRST REFUSAL TO PURCHASE
     THE SHARES REPRESENTED BY THIS CERTIFICATE.


7.12 DISTRIBUTION OF CASH DIVIDENDS.

     If an Exempt Loan used to purchase Employer Stock is not fully repaid,
cash dividends on Employer Stock purchased with the proceeds of that Exempt
Loan will be used to repay such Exempt Loan.  If the Exempt Loan used to
purchase the Employer Stock has been repaid or the cash dividends are not
used to repay the Exempt Loan, the Trustee shall distribute cash dividends
paid on the Employer Stock allocated to a Participant's account directly to
the Participant.  Cash dividends paid on Employer Stock which was not
purchased with an Exempt Loan may be distributed directly to the
Participant.  Cash dividends to be distributed to Participants shall be so
paid not later than 90 days after the end of the Plan Year during which
they were paid to the trust.


                                 ARTICLE 8

                        ADMINISTRATION OF THE PLAN


8.1  DUTIES, POWERS, AND RESPONSIBILITIES OF THE EMPLOYER.

     (a)  REQUIRED.  The Employer shall be responsible for:

          (i)  EMPLOYER CONTRIBUTIONS.

               (A)  AMOUNT.  Determining the amount of Employer
Contributions;

               (B)  PAYMENT.  Paying, ceasing, or suspending Employer
Contributions (including additional contributions if necessary to correct
an error in allocation, vesting, or distribution of a Participant's
interest); and

               (C)  COMPLIANCE.  Determining that the amount and time of
Employer Contributions comply with this plan;

          (ii) AGENT FOR SERVICE OF PROCESS.  Serving as the agent for
service of process;

          (iii) TRUSTEE.  Appointing the Trustee;

          (iv) AMENDMENT.  Amending this plan and trust;

          (v)  PLAN TERMINATION.  Revoking this instrument and terminating
this plan and trust; and
                                       -36-
<PAGE>
          (vi) MERGERS; SPIN-OFFS.  Merging this plan with another
qualified retirement plan maintained by the Employer or dividing this plan
into multiple plans.

     (b)  DISCRETIONARY.  The Employer may exercise the following
responsibilities:

          (i)  INVESTMENT MANAGER.  Appointing one or more Investment
Managers, who shall have the power to acquire, manage, or dispose of any or
all trust assets subject to:

               (A)  FUNCTIONS.  The functions of the Investment Manager
shall be limited to those specified services and duties for which the
Investment Manager is engaged, and the Investment Manager shall have no
other duties, obligations, or responsibilities under this plan or trust;

               (B)  QUALIFICATION.  "Investment Manager" means a Person
that is a registered investment adviser under the Investment Advisors Act
of 1940, a bank (as defined in the Investment Advisors Act of 1940), or an
insurance company licensed to manage, acquire, and dispose of assets of
qualified retirement plans under the laws of more than one state; and

               (C)  ACKNOWLEDGMENT.  A prospective Investment Manager must
acknowledge in writing that it is a fiduciary with respect to this plan and
trust;

          (ii) CUSTODIAN.  Appointing one or more agents to act as
custodian of trust assets transferred to the custodian;

          (iii) ALTERNATE ADMINISTRATOR.  Designating a Person other
than the Employer as the Administrator; and

          (iv) PAYMENT OF ADMINISTRATIVE EXPENSES.  Paying administrative
expenses incurred in the operation, administration, management, and control
of this plan or the trust.  These expenses shall be the obligation of the
trust unless paid by the Employer.


8.2  EMPLOYER ACTION.

     An action required to be taken by the Employer shall be taken by its
board of directors or by an officer authorized to act on behalf of the
Employer.


8.3  PLAN ADMINISTRATOR.

     "Administrator" means the Employer or a Person designated by the
Employer.  The Administrator is a named fiduciary for operation and

                                       -37-
<PAGE>
management of this plan and shall have the responsibilities conferred by
ERISA upon the "Administrator" as defined in ERISA Section 3(16).


8.4  ADMINISTRATIVE COMMITTEE.

     (a)  APPOINTMENT.  The Employer may, but shall not be required to,
appoint an administrative committee to perform the duties involved in the
daily operation of this plan.

     (b)  AGENT; POWERS AND DUTIES.  The administrative committee is an
agent of the Employer.  The administrative committee shall have the powers
and duties delegated to it by the Administrator.

     (c)  NOT FIDUCIARY.  Except to the extent the administrative committee
is expressly delegated a fiduciary responsibility with respect to this
plan, the administrative committee will be responsible to the Employer for
its actions and will not be a named fiduciary for operation and management
of this plan.

     (d)  MEMBERSHIP.  The number of members of the administrative
committee shall be determined by the Employer.  The Employer shall appoint
the members of the administrative committee and may remove or replace them
at any time.

     (e)  RECORDS.  The administrative committee shall keep records of its
proceedings.

     (f)  ACTIONS.  The administrative committee shall act by a majority of
its members then in office.  Action may be taken either by a vote at a
meeting or in writing without a meeting.  Actions of the administrative
committee may be evidenced by written instrument executed by the chairman
or the secretary of the administrative committee.

     (g)  REPORT TO ADMINISTRATOR.  The administrative committee shall
report to the Administrator when requested with respect to the
administration, operation, and management of this plan.

     (h)  COMPENSATION.  Any member of the administrative committee who is
an Employee shall serve without compensation.

     (i)  CONFLICT OF INTEREST.  Any member of the administrative committee
who is a Participant shall not vote or act on a matter that relates solely
to that Participant.  If that Participant is the only member of the
administrative committee, the necessary action shall be exercised by the
Administrator.




                                       -38-
<PAGE>
8.5  DUTIES, POWERS, AND RESPONSIBILITIES OF THE ADMINISTRATOR.

     Except to the extent properly delegated, the Administrator shall have
the following duties, powers, and responsibilities and shall:

     (a)  PLAN INTERPRETATION.  Interpret all provisions of this instrument
(including resolving an inconsistency or ambiguity or correcting an error
or an omission);

     (b)  PARTICIPANT RIGHTS.  Subject to Section 8.10, determine the
rights of Participants and Beneficiaries under the terms of this plan and
communicate that information to the Trustee;

     (c)  LIMITS; NONDISCRIMINATION TESTS; TOP-HEAVY TESTS.  Be responsible
for determining (i) that this plan complies with all limitations and
nondiscrimination tests under the Code and Regulations; and (ii) whether or
not this plan is a Top-Heavy Plan for any Plan Year;

     (d)  ALLOCATIONS AND VESTING.  Determine which Participants are
entitled to a share of the Employer Contribution and other available
amounts for a Plan Year, the amount of each eligible Participant's
Participating Compensation for the Plan Year, the amount of the Employer
Contribution to be allocated to each eligible Participant, the amount and
disposition of an excess Annual Addition, and a Participant's vested
percentage;

     (e)  ERRORS IN PARTICIPANTS' ACCOUNTS.  Correct (to the extent
possible, by making adjustments to the accounts) an error, including (but
not limited to) errors in allocations of the Employer Contribution or
investment experience, or in determination of vesting or distribution of a
Participant's interest;

     (f)  CLAIMS AND ELECTIONS.  Establish or approve the manner of making
an election, designation, application, claim for benefits, and review of
claims;

     (g)  BENEFIT PAYMENTS.  Direct the Trustee as to the recipient, time
payments are to be made, and the elected form of distribution;

     (h)  QDRO DETERMINATION.  Establish procedures to determine whether or
not a domestic relations order is a QDRO, to notify the Participant and any
alternate payee of this determination, and to administer distributions
pursuant to a QDRO;

     (i)  ADMINISTRATION INFORMATION.  Obtain to the extent reasonably
possible all information necessary for the proper administration of this
plan;



                                       -39-
<PAGE>
     (j)  RECORDKEEPING.  Establish procedures for and supervise the
establishment and maintenance of all records necessary and appropriate for
the proper administration of this plan;

     (k)  REPORTING AND DISCLOSURE.  Prepare and (i) file annual and
periodic reports required under ERISA and Regulations; and (ii) distribute
disclosure documents including (but not limited to) the summary plan
description, a form permitting the recipient to reject federal income tax
withholding from a distribution, a notice informing the recipient of the
requirements and effects of lump-sum, five-year averaging or of a
qualifying rollover under the Code, the summary annual report, Form 5500
series, requested and required benefit statements, and notices to Employees
of applications for determination;

     (l)  PENALTIES; EXCISE TAX.  Report and pay any penalty tax or excise
taxes incurred by this plan or the Employer in connection with this plan on
the proper tax form designated by the Internal Revenue Service and within
the time limits specified for the tax form;

     (m)  ADVISERS.  Employ attorneys, actuaries, accountants, clerical
employees, agents, or other Persons who are necessary for operation,
administration, and management of this plan;

     (n)  EXPENSES, FEES, AND CHARGES.  Present to the Trustee for payment
(if not paid by the Employer) or reimbursement (if advanced by the
Employer) all reasonable and necessary expenses, fees and charges,
including fees for attorneys, actuaries, accountants, clerical employees,
agents, or other Persons, incurred in connection with the administration,
management, or operation of this plan;

     (o)  NONDISCRIMINATION.  Apply all rules, policies, procedures, and
other acts without discrimination among Participants; 

     (p)  BONDING.  Review compliance with the bonding requirements of
ERISA; and

     (q)  OTHER POWERS AND DUTIES.  Exercise all other powers and duties
necessary or appropriate under this plan, except those powers and duties
allocated to another named fiduciary.


8.6  DELEGATION OF ADMINISTRATIVE DUTIES.

     The powers and duties of the Employer and the Administrator set forth
in Sections 8.1 and 8.5 may be delegated to another fiduciary.

     (a)  IN WRITING.  The written delegation shall specify (i) the date of
the action and the effective date of the delegation; (ii) the
responsibility delegated; (iii) the name, office, or other reference of

                                       -40-
<PAGE>
each fiduciary to whom the responsibility is delegated; and (iv) if a
responsibility is delegated to more than one fiduciary, the allocation of
the responsibility among the fiduciaries.

     (b)  ACCEPTANCE OF RESPONSIBILITY.  The delegation shall be
communicated to the fiduciary to whom the responsibility is assigned, and
written acceptance of the responsibility shall be made by the fiduciary.  A
fiduciary shall retain the responsibility until the fiduciary resigns or
rejects the responsibility in writing, or the Administrator takes a
superseding action.

     (c)  CONFLICT.  If a fiduciary's powers or actions conflict with those
of the Administrator, the powers of and actions of the Administrator will
control.


8.7  INTERRELATIONSHIP OF FIDUCIARIES; DISCRETIONARY AUTHORITY.

     A Person may serve in more than one fiduciary capacity with respect to
this plan and trust.

     (a)  PERFORMANCE OF DUTIES.  Each fiduciary shall act in accordance
with this plan and trust.  Each fiduciary shall be responsible for the
proper exercise of its responsibilities.

     (b)  RELIANCE ON OTHERS.  Except as required by ERISA Section 405(b),
each fiduciary may rely upon the action of another fiduciary and is not
required to inquire into the propriety of any action.

     (c)  DISCRETIONARY AUTHORITY OF FIDUCIARIES.  Each fiduciary shall
have full discretionary authority in the exercise of the powers, duties,
and responsibilities allocated or delegated to that fiduciary under this
instrument.


8.8  COMPENSATION; INDEMNIFICATION.

     An Employee fiduciary who is compensated on a full-time basis by the
Employer shall not receive compensation from this plan, except for
reimbursement of expenses, unless permitted under a prohibited transaction
exemption issued by the Department of Labor.  The Employer shall indemnify
and hold harmless each member of the Board of Directors, each of its
Employees, and each other Person (except a fiduciary independent of the
Employer), to whom responsibilities for the operation and administration of
this plan have been assigned or fiduciary duties have been delegated from
any and all claims, loss, damages, expense, and liability arising from any
action or failure to act.  Indemnification shall not be required if a
Person's action or inaction is judicially determined to be due to gross
negligence or willful misconduct of the Person.  The Employer may purchase

                                       -41-
<PAGE>
and maintain liability insurance covering itself, any Related Employer, and
any Person against part or all of any claim, loss, damage, expense, and
liability arising from the performance or failure to perform any power,
duty, or responsibility with respect to this plan and trust.


8.9  FIDUCIARY STANDARDS.

     Each fiduciary shall act solely in the interest of Participants and
Beneficiaries:

     (a)  PRUDENCE.  With the care, skill, and diligence of a prudent
Person;

     (b)  EXCLUSIVE PURPOSE.  For the exclusive purpose of providing
benefits and paying expenses of administration; and

     (c)  PROHIBITED TRANSACTION.  To avoid engaging in a prohibited
transaction under the Code or ERISA unless an exemption for the transaction
is available or obtained.


8.10 CLAIMS PROCEDURE.

     The Administrator shall determine all issues arising from the
administration of this plan.

     (a)  INITIAL DETERMINATION.  Upon application by a Participant or
Beneficiary, the Administrator shall make an initial determination and
communicate the determination to the Participant or Beneficiary within 90
days after the application.  If the initial determination requires a longer
period, the Administrator shall notify the Participant or Beneficiary that
the 90-day period is extended to 180 days.

     (b)  METHOD.  The decision of the Administrator shall be in writing. 
The decision shall set forth (i) the decision and the specific reason for
the decision; (ii) specific reference to the plan provisions on which the
decision is based; (iii) a description of additional material, information,
or acts that may change or modify the decision; and (iv) an explanation of
the procedure for further review of the decision.

     (c)  FURTHER REVIEW.  Within 60 days of receipt of the initial written
decision, the Participant or Beneficiary filing the original application,
or the applicant's authorized representative, may make a request for
redetermination by the Administrator.  The applicant (or the authorized
representative) may review all pertinent documents and submit issues,
comments, and arguments.



                                       -42-
<PAGE>
     (d)  REDETERMINATION.  Within 60 days of receipt of an application for
redetermination, unless special circumstances require a longer period of
time (but not longer than 120 days after receipt of the application), the
Administrator shall provide the applicant with its final decision, setting
forth specific reasons for the decision with specific reference to plan
provisions on which the decision is based.


8.11 PARTICIPANT'S RESPONSIBILITIES.

     All requests for action of any kind by a Participant or Beneficiary
under this plan shall be in writing, executed by the Participant or
Beneficiary, and shall be subject to any other plan rules applicable to any
specific type of request.


                                 ARTICLE 9

                            INVESTMENT OF FUNDS


9.1  INVESTMENT RESPONSIBILITY.

     Except for investment in Employer Stock and to the extent investment
responsibility is expressly granted to an Investment Manager or a
Participant, the Trustee shall have sole and complete authority and
responsibility for the investment, management, and control of trust assets. 
The administrative committee shall give the Trustee written direction with
respect to investment in Employer Stock.


9.2  AUTHORIZED INVESTMENTS.

     To the extent the trust is not invested in Employer Stock under
Section 9.4, the trust may be invested and reinvested in common or
preferred stocks, bonds, mortgages, leases, notes, debentures, mutual
funds, guaranteed investment contracts and other contracts and funds of
insurance companies, other securities, and other real or personal property
including, without limitation, the investments described in (a) below.

     (a)  SPECIFIC INVESTMENTS.

          (i)  INTEREST-BEARING DEPOSITS.  The trust may be invested in
deposits, certificates, or share accounts of a bank, savings and loan
association, credit union, or similar financial institution, including a
fiduciary, if the deposits bear a reasonable rate of interest, whether or
not the deposits or certificates are insured or guaranteed by an agency of
the United States Government.


                                       -43-
<PAGE>
          (ii) POOLED INVESTMENT FUNDS.  The trust may be invested through
ownership of assets or shares in a common trust fund, pooled investment
fund, mutual fund, or other commingled investment, including any pooled or
common fund maintained by the Trustee or custodian, or affiliate of the
Trustee or custodian, that allows participation by a trust fund established
under a qualified retirement plan.  For this purpose, the terms and
provisions of the declaration of trust or other governing documents through
which the common trust fund, pooled investment fund or mutual fund is
maintained are incorporated in, and made applicable to, this plan.

     (b)  UNALLOCATED FUNDS.  An Employer Contribution or other amounts
held by the Trustee pending allocation may be held in cash or invested in
interest-bearing obligations maturing before the date the allocation is
required.

     (c)  RIGHT OF TRUSTEE TO HOLD CASH.  The Trustee may hold a reasonable
portion of the trust in cash pending investment or payment of expenses and
distributions.


9.3  COMMINGLED INVESTMENT.

     The trust may be commingled for investment without distinction between
principal and income.


9.4  INVESTMENTS--EMPLOYER STOCK.

     This plan is designed to operate as an employee stock ownership plan
and to be invested primarily in Employer Stock.  The Trustee shall use
available cash and other trust assets in ESOP Accounts to buy Employer
Stock from other stockholders or from the Employer, as directed by the
administrative committee.  The Trustee may borrow funds or issue its
promissory note or notes to finance the purchase of Employer Stock.

     (a)  ACQUISITION LIMIT.  The Trustee may acquire and hold Employer
Stock in an amount up to 100% of the market value of the ESOP Accounts.

     (b)  ADEQUATE CONSIDERATION.  A purchase or sale of Employer Stock by
the Trustee shall be for not more than, or less than (as applicable),
adequate consideration and in accordance with this plan and with
Regulations under ERISA Section 3(18).

     (c)  NO COMMISSIONS.  No commissions on the purchase or sale of
Employer Stock from or to a disqualified person, as defined in Code
Section 4975 or a party in interest, as defined in ERISA Section 3(14), may
be paid to any Person.



                                       -44-
<PAGE>
     (d)  INDEBTEDNESS.  A Securities Acquisition Loan or other extension
of credit ("Exempt Loan") to the trust shall bear a reasonable rate of
interest and shall be for a term certain.  Collateral pledged to a creditor
by the trust shall consist solely of the Employer Stock purchased with the
borrowed funds (although the Employer may guarantee payment of the Exempt
Loan and may give security for such guaranty).

     (e)  SECURITIES ACQUISITION LOAN.  "Securities Acquisition Loan" means
any loan that meets the requirements of Code Section 133.

     (f)  UNALLOCATED AND PLEDGED EMPLOYER STOCK.  The Employer Stock shall
be maintained in a suspense account, if not pledged as collateral, and
shall be released from the suspense account or, if pledged as collateral,
shall be released from encumbrance as provided in (i) below.

     (g)  NO RECOURSE.  Under the terms of an Exempt Loan, the creditor
shall be given no recourse against the trust, except with respect to the
collateral pledged.

     (h)  REPAYMENT OF LOAN.  An Exempt Loan shall be repaid solely from
Employer Contributions (other than contributions in the form of Employer
Stock) and forfeitures, proceeds from the sale of unallocated shares of
Employer Stock purchased with the Exempt Loan, and from trust earnings on
such contributions or on the Employer Stock purchased with such Exempt
Loan, and the Employer Contributions shall be sufficient to enable the
trust to pay each and every installment of principal and interest when due,
even if no tax benefit results from the contributions.

     (i)  RELEASE OF PLEDGED EMPLOYER STOCK.  An Exempt Loan must provide
that upon payment of a portion of the balance due, the creditor shall
release a Pro Rata Portion of the pledged collateral or, if not pledged as
collateral, a Pro Rata Portion of the Employer Stock shall be released from
the suspense account, as the Exempt Loan is paid.  Employer Stock purchased
with each Exempt Loan shall be released separately.

          (i)  PRO RATA PORTION.  "Pro Rata Portion"  means the number of
pledged securities or number of shares in the suspense account held
immediately before release for the current Plan Year multiplied by a
fraction.  The numerator of the fraction is the amount of principal and
interest paid during the Plan Year and the denominator is the sum of the
numerator and the remaining principal and interest to be paid under the
obligation in all future years.  The number of future years shall be
determined without taking into account possible extensions or renewals of
the obligation.  If the interest rate under the obligation is variable, the
interest to be paid in future years shall be computed by using the interest
rate applicable as of the end of the current Plan Year.  If the collateral
or suspense account includes more than one class of Employer Stock, the
number of shares of each class to be released for a Plan Year must be
determined by applying the same fraction to each class.

                                       -45-
<PAGE>
          (ii) ALTERNATIVE DETERMINATION OF PRO RATA PORTION.  At the
direction of the Administrator, Pro Rata Portion of securities may be
determined with reference solely to principal payments, but only if (A) the
obligation provides for annual payments of principal and interest at a
cumulative rate that is not less rapid at any time than level annual
payments of the amounts for 10 years, and (B) the interest included in any
payment is disregarded only to the extent that it would be determined to be
interest under standard loan amortization tables.  This alternate
determination shall not be applicable from the time that, by reason of a
renewal, extension, or refinancing, the sum of the expired duration of the
obligation, plus any renewal period, extension period, or the duration of a
new obligation used to refinance the existing obligation, exceeds 10 years.

          (iii) SPECIAL RELEASE RULE.  Notwithstanding (i) and (ii)
above, to the extent provided in Section 5.2(a)(ii)(C), at the direction of
the Employer, the Trustee shall release additional shares of Employer Stock
for purposes of allocation to Participant accounts.

     (j)  PENDING INVESTMENT.  Pending investment in Employer Stock, funds
may be invested and reinvested pursuant to Section 9.2.


9.5  PURCHASE FROM STOCKHOLDER.

     As directed by the administrative committee, the Trustee shall enter
into a buy-sell agreement or agreements under the terms of which the
Trustee agrees to purchase the Employer Stock of a stockholder who is a
party to the agreement.  A buy-sell agreement shall provide that the price
to be paid by the Trustee for the Employer Stock shall not exceed the fair
market value of the Employer Stock.  The Trustee may not enter into a buy-sell
agreement to become effective upon the death of the stockholder, or at
some other future indefinite time.


9.6  STOCK DIVIDENDS, STOCK SPLITS, ETC.

     Employer Stock received by the Trustee as a stock dividend or stock
split or as the result of a reorganization or other recapitalization of the
Employer shall be allocated under Section 5.3.  If any rights, warrants, or
options are issued on Employer Stock held in the trust, the Trustee may
exercise them for the acquisition of additional shares of Employer Stock to
the extent cash is then available.  Employer Stock acquired in this manner
shall be treated as Employer Stock bought by the Trustee for the net price
paid.  If any rights warrants, or options on Employer Stock that are not
exercised shall be sold by the Trustee, the proceeds shall be treated as a
current cash dividend received on Employer Stock.




                                       -46-
<PAGE>
9.7  VOTING OF EMPLOYER STOCK.

     (a)  PARTICIPANT DIRECTION.  Each Participant shall have the right to
direct the Trustee as to the manner in which all Employer Stock held in the
Participant's ESOP Account shall be voted.  The Trustee shall total the
fractional shares of all Participants who have directed the vote in the
same manner and shall cast the largest number of whole votes possible from
the total of the fraction.  Any remaining fraction shall be disregarded.

     (b)  NOTIFICATION.  The Employer shall notify the Trustee and
Participants when voting rights are to be exercised and, within periods as
required by law or Employer charter or bylaws for other shareholders, shall
furnish the Trustee and Participants with information similar to that
furnished to other shareholders of the Employer.

     (c)  PROXY SOLICITATION.  Management and others may solicit and
exercise proxies from Participants to the same extent as authorized for
other shareholders.  Any such proxy will be in the form of an instruction
to the Trustee that will be voted by the Trustee in the manner indicated in
the Participant's direction, and will not be returned or disclosed to the
solicitor.

     (d)  UNALLOCATED SHARES.  Unallocated shares of Employer Stock shall
be voted by the Trustee, as directed by the administrative committee.

     (e)  CONFIDENTIALITY.  The Trustee may not divulge information with
respect to any Participant's directions under (a) above to any Person,
including the Employer.


9.8  DIVERSIFICATION OF INVESTMENTS.

     Upon the request of a Participant who has attained at least age 55 and
has at least ten years of participation in this plan, the Administrator may
direct the Trustee to liquidate up to 25% of the number of shares of
Available Employer Stock allocated to the Participant.  If the Participant
is a participant in the 401(k) plan maintained by the Employer, the
Administrator shall direct the Trustee to transfer the proceeds to that
plan to be held, administered, and distributed in accordance with the terms
of that plan.  If the Participant is not a participant in the 401(k) plan
maintained by the Employer, the proceeds shall be reinvested in investments
described in (f) below.

     (a)  AVAILABLE EMPLOYER STOCK.  "Available Employer Stock" means
Employer Stock acquired by or contributed to this plan, and held in the
Participant's ESOP Account.  Employer Stock acquired by or contributed to
this plan will not be Available Employer Stock if the Fair Market Value of
the Employer Stock allocated to the eligible Participant's ESOP Account as


                                       -47-
<PAGE>
of the Valuation Date immediately preceding the first day the Participant
is eligible to make an election under this section is $500 or less.

     (b)  TIMING OF DIRECTION.  The direction to liquidate and reinvest
Available Employer Stock under this provision may be given during the first
90 days after the last day of each Plan Year in the Qualified Election
Period.  During the first 90 days after the last day of the last (sixth)
Plan Year in the Qualified Election Period, the Participant may request the
liquidation and reinvestment of up to 50% of the number of shares of
Available Employer Stock allocated to the Participant.

     (c)  DETERMINATION OF NUMBER OF SHARES TO BE LIQUIDATED AND
REINVESTED.  The total amount liquidated and reinvested at any time shall
not exceed 25% (or 50%) of the number of shares of Available Employer Stock
held allocated to the Participant, including shares of Available Employer
Stock previously liquidated and reinvested.  Any fractional number of
shares to be liquidated and reinvested shall be rounded up to the next
highest whole number of shares.

     (d)  QUALIFIED ELECTION PERIOD.  "Qualified Election Period" means the
six-year period beginning on the first day of the first Plan Year in which
the Participant attains at least age 55 and has at least ten years of
participation.

     (e)  VALUE OF SHARES TO BE LIQUIDATED AND REINVESTED.  A direction to
liquidate Available Employer Stock and reinvest the proceeds in accordance
with this provision shall apply to the Available Employer Stock held in the
Participant's ESOP Account as of the last day of the Plan Year immediately
preceding the date of liquidation.  Dividends paid on Available Employer
Stock before the date of distribution of the proceeds from the liquidation
of Available Employer Stock shall be reinvested under this section.  No
interest or earnings shall be credited to the Available Employer Stock
liquidated for the period beginning on the last day of the Plan Year
immediately preceding the date of liquidation and the date of liquidation.

     (f)  INVESTMENTS.  The Administrator shall direct the Trustee to make
available at least three investment options as required under Code Section
401(a)(28) and Regulations.  All amounts transferred to any one of the
available investment funds shall be commingled for investment.

     (g)  INVESTMENTS ELECTION.  The election to diversity the investment
of a Participant's account under this section shall be made by the eligible
Participant and shall be in writing.  By the written election, the eligible
Participant may request that the value of the Available Employer Stock
which is to be diversified be invested in one, two, or three of the
available investments.  The portion of the amount to be diversified that is
directed to any one investment must be a whole percentage of at least 25%
of the available amount.  The Participant may change the investment


                                       -48-
<PAGE>
election not more than once a year and only during the first 90 days of any
Plan Year.

     (h)  NO REINVESTMENT IN EMPLOYER STOCK.  After available Employer
Stock held in a Participant's Employer Stock Account has been liquidated
and reinvested under this section, the Participant may not direct that the
balance in the investment funds under (e) above be reinvested in Employer
Stock.


9.9  TENDER OFFER.

     The following provisions apply if any Person makes an offer to
purchase or solicits an offer to sell to that Person 1% or more of the
outstanding shares of Employer Stock ("Tender Offer").

     (a)  PARTICIPANT DIRECTION.  Each Participant may direct the Trustee
to sell, offer to sell, exchange, or otherwise dispose of Employer Stock
held in the Participant's accounts, in accordance with the terms of the
Tender Offer.  Participant direction shall be filed with the Trustee in the
form and at the time specified by the Trustee.

     (b)  TRUSTEE'S RESPONSE - VALID DIRECTIONS.  The Trustee shall follow
all Participant's valid directions with respect to the potential sale,
offer, exchange, or other disposal of the Employer Stock held in the
Participant's accounts.  The proceeds from the disposition of Employer
Stock under this section shall be credited to each Participant's applicable
account and shall be subject to the investment provisions applicable to
such account.

     (c)  INVALID DIRECTIONS OR NO DIRECTIONS.  The Trustee shall treat
invalid directions from a Participant, and failure to give the Trustee
directions, as a direction by the Participant not to dispose of the
Employer Stock held in the Participant's accounts.  The Trustee, or its
agent, shall determine the validity of directions from Participants.

     (d)  UNALLOCATED SHARES.  The Trustee shall dispose of unallocated
shares of Employer Stock after a Tender Offer.  The disposition of
unallocated shares shall be determined by multiplying the total number of
unallocated shares by a fraction.  The numerator of the fraction is the
number of shares for which Participants gave valid directions for
disposition under (a) above, and the denominator is the total number of
shares for which the Participants gave valid directions.

     (e)  ALLOCATION OF PROCEEDS.  The proceeds from any disposition of
Employer Stock held in the Participant's accounts as a result of a Tender
Offer shall be allocated to Participants' applicable accounts.  Proceeds
from unallocated Employer Stock shall be used to repay the Exempt Loan with
which such Employer Stock was purchased.

                                       -49-
<PAGE>
     (f)  CONFIDENTIALITY.  The Trustee may not divulge information with
respect to any Participant's directions under (a) above to any Person,
including the Employer.


                                ARTICLE 10

                        ADMINISTRATION OF THE TRUST


10.1 DUTIES AND POWERS OF THE TRUSTEE.

     (a)  DUTIES OF THE TRUSTEE.  The Trustee shall be a named fiduciary
having the following duties:

          (i)  CONTROL, MANAGE, AND INVEST ASSETS.  To control, manage, and
invest trust assets;

          (ii) ADMINISTRATOR'S INSTRUCTIONS.  To carry out the instructions
of the Administrator; and

          (iii) RECORDS; REPORTS.  To maintain records and to prepare
and file reports required by law or Regulations, other than those for which
the Administrator is responsible under the terms of this plan.

     (b)  POWERS OF THE TRUSTEE.  The Trustee shall have the following
powers:

          (i)  CONTROL PROPERTY.  To hold, manage, improve, repair, and
control all property, real or personal, forming part of the trust;

          (ii) ASSET INVESTMENT.  To invest trust assets subject to the
limitations in this plan;

          (iii) DISPOSITION OF ASSET.  To sell, convey, transfer,
exchange, partition, lease for any term (even extending beyond the duration
of the trust), or otherwise dispose of a trust asset from time to time, in
the manner, for the consideration, and upon the terms and conditions that
the Trustee, in its discretion, determines;

          (iv) AGENTS, ADVISERS, AND COUNSEL.  To employ and to compensate
from the trust agents, advisers, and legal counsel reasonably necessary in
managing the trust and advising the Trustee as to its powers, duties, and
liabilities;

          (v)  CLAIMS.  To prosecute, defend, settle, arbitrate,
compromise, or abandon all claims and demands in favor of or against the
trust, with or without the assistance of legal counsel;


                                       -50-
<PAGE>
          (vi) VOTE SECURITIES.  To vote a corporation's stock or other
securities, either in person or by proxy, for any purpose;

          (vii) EXERCISE TRUST RIGHTS.  To exercise, refrain from the
exercise of, or convey a conversion privilege or subscription right
applicable to a trust asset;

          (viii) COLLECTION.  To demand, collect, and receive the
principal, dividends, interest, income, and all other moneys or other
property due upon trust assets;

          (ix) CHANGE OF STRUCTURE.  To consent to, oppose, or take another
action in connection with a bankruptcy, composition, arrangement,
reorganization, consolidation, merger, liquidation, readjustment of the
financial structure, or sale of assets of a corporation or other
organization, the securities of which may constitute a portion of the
trust;

          (x)  ISSUE, HOLD, OR REGISTER SECURITIES.  To cause securities or
other property forming part of the trust to be issued, held, or registered
in the individual name of the Trustee, in the name of its nominee or in
such form that title will pass by delivery, provided that the records of
the Trustee shall indicate the ownership of the property or security;

          (xi) BORROWING.  To borrow money for the benefit of the trust
without binding itself individually, and to secure the loan by pledge,
mortgage, or creation of another security interest in the property;

          (xii) DISTRIBUTIONS.  To make distributions from the trust as
directed by the Administrator;

          (xiii) EXPENSES.  Unless paid by the Employer, to pay from the
trust all reasonable fees, taxes, commissions, charges, premiums and other
expenses, including expenses described in Section 8.5(n) and reasonable
fees of the Trustee and any other custodian or Investment Manager, incurred
in connection with the administration of this plan or trust;

          (xiv) INSURE ASSETS.  To insure trust assets through a policy
or contract of insurance;

          (xv) INCORPORATE.  To incorporate (or participate in an
incorporation) under the laws of any state for the purpose of acquiring and
holding title to any property that is part of the trust;

          (xvi) DEPOSITORY.  To keep on deposit with a custodian in the
United States any part of the trust; and

          (xvii) OTHER ACTS.  To perform all other acts the Trustee
deems necessary, suitable, or desirable for the control and management of
the trust and discharge of its duties.
                                       -51-
<PAGE>
     (c)  LIMITATION ON DUTIES AND POWERS OF THE TRUSTEE.  Unless properly
delegated and assumed by agreement of the Trustee, the Trustee shall not be
required to exercise a duty or power of the Employer, Administrator, or any
other fiduciary under this instrument.

          If an Investment Manager is appointed to manage and invest some
or all of the trust assets, the Investment Manager shall have, and the
Trustee shall not have, the specified duties and powers with respect to
investment of trust assets subject to the Investment Manager's control. 
The Trustee shall have no obligation or power to exercise discretionary
authority or control with respect to investment of the assets subject to
management by the Investment Manager or to render advice regarding the
investment of such assets, unless required by ERISA Section 405.  The
Trustee shall not be liable for the investment performance of the assets
subject to management by the Investment Manager.  The powers and duties of
the Trustee with respect to such assets shall be limited to the following:

          (i)  CUSTODY AND PROTECTION.  To act as custodian of the trust
assets not transferred to the custody of the Investment Manager or another
custodian, and to protect the assets in its custody from loss by theft,
fire, or other cause;

          (ii) ACQUISITIONS.  To acquire additional assets for the trust in
accordance with the direction of the Investment Manager;

          (iii) DISPOSITIONS.  To sell or otherwise dispose of trust
assets in accordance with the direction of the Investment Manager;

          (iv) ACCOUNTINGS.  To account for and render accountings with
respect to the trust (except for assets held by another custodian);

          (v)  AUTHORIZED ACTIONS.  To take authorized actions for and on
behalf of the trust in accordance with the direction of the Investment
Manager; and

          (vi) MINISTERIAL AND CUSTODIAL TASKS.  To perform other
ministerial and custodial tasks in accordance with the direction of the
Investment Manager.

          If trust assets are transferred to another custodian, that
custodian shall have, and the Trustee shall not have, the foregoing duties
and powers with respect to those assets.


10.2 ACCOUNTING.

     The Trustee shall maintain accurate and detailed records of all
investments, receipts, disbursements, and other transactions for the trust. 
The records shall be available for inspection at all reasonable times by
Persons designated by the Administrator.
                                       -52-
<PAGE>
     (a)  REPORT.  As soon as administratively feasible after each
Valuation Date and each other date agreed to by the Administrator and the
Trustee, the Trustee shall prepare and furnish to the Administrator a
statement of account containing the information required by ERISA
Section 103(b)(3).

     (b)  JUDICIAL SETTLEMENT.  A dispute concerning the Trustee's records
or statement of account may be settled by a suit for an accounting brought
by a Person having an interest in the trust.

     The accounting and reporting responsibilities shall not apply with
respect to assets held by another custodian except to the extent assumed by
the Trustee at the direction of the Administrator.


10.3 APPOINTMENT, RESIGNATION, AND REMOVAL OF TRUSTEE.

     The Trustee shall be at least one individual or eligible corporation
with trust powers appointed in writing by the Administrator and authorized
to act as Trustee by ERISA and the Code.

     (a)  RESIGNATION.  The Trustee may resign with at least 60 days'
written notice to the Administrator, effective as of the date specified in
the notice.

     (b)  REMOVAL.  The Administrator may remove the Trustee with at least
60 days' written notice to the Trustee, effective as of the date specified
in the notice.

     (c)  SUCCESSOR TRUSTEE.  At least 10 days before the effective date of
the resignation or removal, the Administrator shall appoint a successor
Trustee by written instrument delivered to the Trustee with the acceptance
of the successor Trustee endorsed on the instrument.

     (d)  EFFECTIVE DATE OF RESIGNATION OR REMOVAL.  The resignation or
removal of the Trustee shall not be effective before the appointment is
made and accepted by the successor Trustee.  The parties, by agreement, may
waive the time requirements.

     (e)  PROCEDURE UPON TRANSFER.  Upon the resignation or removal of the
Trustee, the Trustee shall pay from the trust all accrued fees and expenses
of the trust, including its own fees, and, as of the effective date of its
resignation or removal, shall deliver a statement of account to the
Administrator and the successor Trustee.

     (f)  EARLIER TRANSFER.  In order to facilitate the prompt transfer of
fiduciary responsibility and trust assets to the successor Trustee, the
Administrator and the Trustee may agree upon a procedure by which the
Trustee shall deliver all trust assets (less a reasonable reserve for fees

                                       -53-
<PAGE>
and expenses) to the successor Trustee as soon as administratively feasible
after receipt of notice of appointment of the successor Trustee and
acceptance of trust by the successor Trustee.  The Administrator and the
Trustee may agree to the transfer of trust assets to the successor Trustee
pending preparation and approval of the final trust accountings.

     (g)  FINAL TRANSFER.  As soon as administratively feasible, the
Trustee shall deliver the remaining trust assets to the successor Trustee,
together with records maintained by the Trustee.

     (h)  IN KIND TRANSFER.  The Trustee shall consult with the
Administrator concerning the liquidation of trust assets to be transferred
for the purpose of determining the feasibility of the transfer of certain
trust assets in kind before implementing the liquidation.

     (i)  LIMITATION ON LIABILITY OF SUCCESSOR.  The successor Trustee
shall not be liable for the acts or omissions of any prior Trustee.


10.4 TRUSTEE ACTION.

     Actions by a corporate Trustee shall be either by a resolution of its
board of directors or by a written instrument executed by one of its
authorized officers.  Actions taken by any other Trustee shall be by a
written instrument executed by the Trustee.


10.5 EXCULPATION OF NONFIDUCIARY.

     A transfer agent, brokerage, clearing house, insurance company, or any
other Person that is not a fiduciary with respect to this plan and who has
paid money or delivered property to the Trustee shall not be responsible
for its application or for determining the propriety of the actions of the
Trustee concerning the money or other property.


                                ARTICLE 11

                  AMENDMENT, MERGERS, SUCCESSOR EMPLOYER


11.1 AMENDMENT.

     The Employer may amend this plan and trust.  An amendment may be
retroactive or prospective, in the sole discretion of the Employer, except
where prohibited by ERISA or the Code.  An amendment may be made without
the consent of any other Person, except that an amendment shall not:



                                       -54-
<PAGE>
     (a)  EXCLUDE PARTICIPANT.  Exclude an Employee who previously became a
Participant;

     (b)  REDUCE PARTICIPANT'S ACCOUNT.  Decrease the amount credited to a
Participant's account;

     (c)  REDUCE VESTED PERCENTAGE.  Reduce a Participant's vested
percentage, as of the later of the date of adoption of the amendment or the
effective date of the amendment;

     (d)  VESTING SCHEDULE.  Modify the vesting schedule for a Participant
who was a Participant on the later of the effective date or the date of
adoption of the amendment, except to increase the Participant's vested
percentage;

     (e)  ELIMINATION OF PROTECTED BENEFITS.  Eliminate any early
retirement benefits and retirement-type subsidy under
Code Section 411(d)(6)(B)(i) or any optional forms of distribution with
respect to benefits attributable to service earned before the amendment
except as may be permitted under Code Sections 401(a)(4) and 411; and

     (f)  ALTER TRUSTEE'S DUTIES.  Alter the duties, responsibilities, or
liabilities of the Trustee without the consent of the Trustee.


11.2 MERGER OF PLANS.

     This plan may be merged or consolidated, or its assets and liabilities
may be transferred, in whole or in part, to another qualified retirement
plan if:

     (a)  PRESERVATION OF ACCOUNT BALANCE.  Each Participant's account
balance would be equal to or greater than the account balance the
Participant would have been entitled to receive if this plan had terminated
immediately before the merger, consolidation, or transfer.

     (b)  AUTHORIZATION.  The Employer and any new or successor employer
authorize the merger, consolidation, or transfer.


11.3 SUCCESSOR EMPLOYER.

     If an Employer is dissolved, merged, consolidated, restructured, or
reorganized, or if the assets of the Employer are transferred, this plan
and trust may be continued by the successor, and in that event, the
successor will be substituted for the Employer.




                                       -55-
<PAGE>
                                ARTICLE 12

                                TERMINATION


12.1 RIGHT TO TERMINATE OR DISCONTINUE CONTRIBUTIONS.

     The Employer reserves the right to revoke this instrument and
terminate this plan and trust, or to cease or suspend further
contributions.


12.2 AUTOMATIC TERMINATION.

     This plan shall automatically terminate, or partially terminate when
applicable, and contributions to the trust shall cease upon the Employer's
legal dissolution, or upon its adjudication as bankrupt or insolvent, or
upon a general assignment by the Employer for the benefit of creditors, or
upon the appointment of a receiver for its assets, or when required by
ERISA or the Code.


12.3 DISCONTINUANCE OF CONTRIBUTIONS.

     If the Employer determines that it is no longer possible or desirable
to make Employer Contributions to the trust, it may, without terminating
this plan, take appropriate action to permanently discontinue further
Employer Contributions.  Upon discontinuance of Employer Contributions, the
accounts of all affected Participants shall be nonforfeitable.  This plan
and trust will remain in force, and the Administrator and the Trustee will
continue to administer this plan and trust under its provisions except for
Employer Contributions.


12.4 EFFECT OF TERMINATION OR PARTIAL TERMINATION.

     (a)  NONFORFEITABILITY.  Upon termination or partial termination of
this plan, accounts of affected Participants shall be nonforfeitable.

     (b)  DISTRIBUTION.  The Administrator shall direct the Trustee to make
distributions to affected Participants under Article 7.


12.5 NO REVERSION OF ASSETS.

     The Employer shall not receive an amount from the trust upon
termination, partial termination, or discontinuance of contributions.



                                       -56-
<PAGE>
                                ARTICLE 13

                            GENERAL PROVISIONS


13.1 SPENDTHRIFT PROVISION.

     An interest in the trust shall not be subject to assignment,
conveyance, transfer, anticipation, pledge, alienation, sale, encumbrance,
or charge, whether voluntary or involuntary, by a Participant or
Beneficiary except under a QDRO or as permitted in subsection (a).

     (a)  NOT SECURITY.  An interest shall not provide collateral or
security for a debt of a Participant or Beneficiary or be subject to
garnishment, execution, assignment, levy, or to another form of judicial or
administrative process or to the claim of a creditor of a Participant or
Beneficiary, through legal process or otherwise, except under a voluntary
revocable assignment permitted by Regulation 1.401(a)-13.

     (b)  ATTEMPTS VOID.  An attempt to anticipate, alienate, sell,
transfer, assign, pledge, encumber, charge, or otherwise dispose of
benefits payable, before actual receipt of the benefits, or a right to
receive benefits, shall be void.  The trust shall not be liable for, or
subject to, the debts, contracts, liabilities, engagements, or torts of a
Person entitled to benefits.  The benefits and trust assets under this plan
shall not be considered an asset of a Participant or Beneficiary in the
event of insolvency or bankruptcy.


13.2 EFFECT UPON EMPLOYMENT RELATIONSHIP.

     The adoption of this plan shall not create a contract of employment
between the Employer and an Employee, confer upon an Employee a legal right
to continuation of employment, limit or qualify the right of the Employer
to discharge or retire an Employee at will, or affect the right of the
Employee to remain in service after the Normal Retirement Date.


13.3 NO INTEREST IN EMPLOYER ASSETS.

     Nothing in this plan and trust shall be construed to give an Employee,
Participant, or Beneficiary an interest in the assets or the business
affairs of the Employer, or the right to examine the books and records of
the Employer.  A Participant's rights are solely those granted by this
instrument.





                                       -57-
<PAGE>
13.4 CONSTRUCTION.

     The singular includes the plural, and the plural includes the
singular, unless the context clearly indicates the contrary.  Capitalized
terms have the meaning specified in this plan.  If a term is not defined,
the term shall have the general, accepted meaning of the term.

     Any period of time described in this plan shall consist of consecutive
days, months, or years, as appropriate.
13.5 SEVERABILITY.

     If any provision of this plan is invalid, unenforceable, or
disqualified under the Code, ERISA, or Regulations, for any period of time,
the affected provisions shall be ineffective but the remaining provisions
shall be unaffected.


13.6 GOVERNING LAW.

     This plan and trust shall be interpreted, administered, and managed in
compliance with the Code, ERISA, and Regulations.  To the extent not
preempted by federal law, this plan and trust shall be interpreted,
administered, and managed in compliance with the laws of the State of South
Dakota.


13.7 NONDIVERSION.

     The trust is established and shall be administered for the exclusive
benefit of Participants and their beneficiaries.  The trust shall not be
diverted to other purposes unless this plan fails to qualify initially.  If
this plan fails to qualify initially, (i) this plan shall terminate, and
(ii) Employer Contributions shall be returned to the Employer.


                                ARTICLE 14

                         TOP-HEAVY PLAN PROVISIONS


14.1 TOP-HEAVY DETERMINATION.

     If this plan is or becomes a Top-Heavy Plan in a Plan Year, the
provisions of this article shall supersede all conflicting plan provisions.

     (a)  TOP-HEAVY PLAN.  "Top-Heavy Plan" means this plan for a Plan Year
if:



                                       -58-
<PAGE>
          (i)  NOT REQUIRED OR PERMISSIVE AGGREGATION GROUP.  This plan is
not part of a Required Aggregation Group or a Permissive Aggregation Group,
and the Top-Heavy ratio exceeds 60%;

          (ii) REQUIRED AGGREGATION GROUP.  This plan is part of a Required
Aggregation Group (but not part of a Permissive Aggregation Group), and the
Top-Heavy Ratio for the Required Aggregation Group exceeds 60%; or

          (iii) PERMISSIVE AGGREGATION GROUP.  This plan is part of a
Permissive Aggregation Group, and the Top-Heavy Ratio for the Permissive
Aggregation Group exceeds 60%.

     (b)  CALCULATION.  The calculation of the Top-Heavy Ratio and the
extent to which distributions, rollovers, and transfers are taken into
account will be made in accordance with Code Section 416 and Regulations.

          (i)  DISREGARD CERTAIN EMPLOYEES.  In calculating the Top-Heavy
Ratio, the account balance or accrued benefit of a Participant who was a
Key Employee in a prior year but is no longer a Key Employee or has not
performed services for an Employer maintaining this plan at any time during
the five-year period ending on the Determination Date(s) will be
disregarded.

          (ii) OWNERSHIP.  Ownership shall be determined under Code
Section 318 as modified by Code Section 416(i)(1)(B)(iii) without regard to
the aggregation rules under Code Section 414.

          (iii) ROLLOVERS AND TRANSFERS.  A distribution rolled over or
an amount transferred from this plan to another qualified retirement plan
of the Employer or a Related Employer shall not be included in the Present
Value of Accrued Benefits under this plan.  A distribution rolled over or
an amount transferred from another qualified retirement plan of the
Employer or a Related Employer to this plan shall be included in the
Present Value of Accrued Benefits under this plan.  If a rollover or
transfer to a qualified retirement plan of an unrelated employer was
initiated by the former Participant, it shall be deemed a distribution from
this plan.  If a rollover or transfer from a qualified retirement plan of
an unrelated employer to this plan for a Participant was initiated by the
Participant, it shall not be included in the Present Value of Accrued
Benefits under this plan.


14.2 TOP-HEAVY DEFINITIONS.

     For purposes of this article, the following terms have the stated
meanings:

     (a)  TOP-HEAVY RATIO.  "Top-Heavy Ratio" means the ratio, as of this
plan's Determination Date, calculated by dividing the aggregate Present

                                       -59-
<PAGE>
Value of Accrued Benefits of all Key Employees of each plan in the Required
Aggregation Group (and each other plan in the Permissive Aggregation Group,
if necessary or desirable) by the aggregate Present Value of Accrued
Benefits of all Participants under all plans in the Required (or
Permissive) Aggregation Group.

     (b)  PRESENT VALUE OF ACCRUED BENEFITS.

          (i)  THIS PLAN.  "Present Value of Accrued Benefits" under this
plan means the account balances of all Participants and Beneficiaries
determined as of the Determination Date, including forfeitures reallocated
as of such Determination Date.  The Present Value of Accrued Benefits
includes the amount of a distribution made from this plan during the Plan
Year that includes the Determination Date and any of the four preceding
Plan Years.

          (ii) OTHER PLANS.  The Present Value of Accrued Benefits shall be
determined with respect to, and pursuant to the provisions of, all
qualified retirement plans (including a simplified employee pension plan)
in the aggregation group.

          (iii) UNPAID CONTRIBUTION.  A contribution not paid as of a
Determination Date for any plan in the aggregation group shall be included
in the determination of the Present Value of Accrued Benefits as required
in Code Section 416 and Regulations.

     (c)  REQUIRED AGGREGATION GROUP.  "Required Aggregation Group" means
all qualified retirement plans, including terminated plans, of the Employer
and each Related Employer in which at least one Key Employee participates,
or participated at any time during the five-year period ending on the
Determination Date, plus all other qualified retirement plans of the
Employer and each Related Employer, that enable one or more of the plans
covering at least one Key Employee to meet the requirements of Code
Sections 401(a)(4) or 410.

     (d)  PERMISSIVE AGGREGATION GROUP.  "Permissive Aggregation Group"
means all qualified retirement plans, including terminated plans, if any,
of the Employer and each Related Employer that are part of a Required
Aggregation Group that includes this plan, plus any other qualified
retirement plan (designated by the Employer) of the Employer and each
Related Employer that is not part of the Required Aggregation Group but
that, when considered part of the Permissive Aggregation Group, does not
prevent the group from meeting the requirements of Code Sections 401(a)(4)
and 410.

     (e)  DETERMINATION DATE.  For any Plan Year after the initial Plan
Year, "Determination Date" means the last day of the preceding Plan Year. 
For the initial Plan Year, "Determination Date" means the last day of the
initial Plan Year.

                                       -60-
<PAGE>
          (i)  PRESENT VALUE OF ACCRUED BENEFITS.  The Present Value of
Accrued Benefits are determined as of the most recent Top-Heavy Valuation
Date within the 12-month period ending on the Determination Date.

          (ii) MULTIPLE PLANS.  When aggregating plans, the Present Value
of Accrued Benefits will be calculated with reference to the Determination
Dates that fall within the same calendar year.

     (f)  KEY EMPLOYEE.  "Key Employee" means an Employee or former
Employee (including any deceased Employee or the Beneficiary of any
deceased Employee) who, under Code Section 416(i), is or was, during the
determination period (the Plan Year containing the Determination Date and
the four preceding Plan Years), one of the following:

          (i)  OFFICER.  An officer of an Employer or Related Employer if
the officer's Section 415 Compensation exceeds 50% of the defined benefit
dollar limit under Code Section 415(b)(1)(A) (as adjusted under Code
Section 415(d)) for the Plan Year;

          (ii) TOP 10 OWNERS.  One of the 10 Employees owning the largest
interests, exceeding 1/2%, in an Employer or Related Employer if the
Employee's Section 415 Compensation exceeds $30,000 (or the Defined
Contribution Dollar Limit, if greater);

          (iii) 5% OWNER.  A 5% Owner; or

          (iv) 1% OWNER; $150,000 COMPENSATION.  A 1% owner, determined
under the definition of 5% Owner but replacing "5%" with "1%," whose
Section 415 Compensation exceeds $150,000.

          Ownership under (ii) above, as well as under (iii) and (iv)
pursuant to the definition of 5% Owner, shall be determined separately for
each Employer and Related Employer.  Compensation for (i), (ii), and (iv)
above for a Plan Year is determined without regard to the Annual
Compensation Limit.  For Plan Years beginning before January 1, 1998, for
purposes of determining compensation under (i), (ii), and (iv) above,
compensation means Section 415 Compensation plus elective contributions
that are excluded from gross income by Code Sections 125, 402(e)(3),
402(h)(1)(B), or 403(b).

     (g)  TOP-HEAVY VALUATION DATE.  "Top-Heavy Valuation Date" means, for
a defined contribution plan (including a simplified employee pension plan),
the date for revaluation of the assets to market value coinciding with, or
occurring most recently within the 12-month period ending on, the
Determination Date.  For a defined benefit plan, the term means the most
recent date used for computing the plan costs for minimum funding purposes
(whether or not an actuarial valuation is performed during that Plan Year)
occurring within the 12-month period ending on the Determination Date.


                                       -61-
<PAGE>
14.3 MINIMUM ALLOCATION.

     For each Plan Year in which this plan is or becomes a Top-Heavy Plan,
the Employer Contribution or Employer Stock allocation as a result of the
Employer Contribution and forfeitures allocated to the account of each
Participant who is not a Key Employee and who is employed on the last day
of the Plan Year shall be not less than the lesser of 3% of the
Participant's Section 415 Compensation, or the largest percentage of
Section 415 Compensation allocated to any Key Employee from all Employer
Contributions.  A Participant who is not a Key Employee and whose
employment terminates during the Plan Year on or after the Participant's
Normal Retirement Date or due to death or Total Disability shall be
eligible for this minimum allocation.


     The Employer has executed this instrument this 28th day of
July, 1997.


                                   DAKOTA TELECOMMUNICATIONS
                                   GROUP, INC.


                                   By /s/Craig A. Anderson 
                       Craig A. Anderson
                                 Its Executive Vice President

                                                                   EMPLOYER






















                                       -62-
<PAGE>
     Home Federal Savings Bank ("Trustee") accepts the duties, powers and
responsibilities of the Trustee as described in Articles 9 and 10 of the
Dakota Telecommunications Group, Inc. Employee Stock Ownership Plan.


Dated:  July 28, 1997.                 HOME FEDERAL SAVINGS BANK


                                        By /s/Mark S. Sivertson 
                           Mark S. Sivertson
                                        Its Senior Vice President and Trust
                            Officer

                                                                    TRUSTEE




































                                       -63-

<PAGE>
                                SCHEDULE A


     ORIGINAL PLAN.  Dakota Telecommunications Group, Inc., originally
established the Dakota Telecommunications Group, Inc. Employee Stock
Ownership Plan effective July 22, 1997.
218788-3