SMITH BARNEY
                DEFINED CONTRIBUTION PLAN DOCUMENT #05
                         PART I: PLAN DOCUMENT
SECTION 1. INTRODUCTION AND CONSTRUCTION
1.1   Introduction.  This Smith Barney Prototype Defined  Contribution
Plan  is  established  and  maintained as  a  prototype  plan  by  the
Prototype  Sponsor  for  its  customers  and  the  customers  of   its
subsidiaries and affiliates. This Plan shall be adopted as a prototype
plan  only  with the consent of the Prototype Sponsor or  one  of  its
subsidiaries  or  affiliates  as set forth  in  the  related  Adoption
Agreements  and  shall  be  maintained as a  prototype  plan  only  in
accordance with the terms and conditions set forth in this Plan.
1.2   Controlling Laws. To the extent such laws are not  preempted  by
federal  law, this Plan and the related Adoption Agreement  and  Trust
Agreement  shall be construed and interpreted under the  laws  of  the
state  specified in the Adoption Agreement; provided, if Smith  Barney
Corporate  Trust  Company has been appointed  as  Trustee,  the  Trust
Agreement  shall be governed by and construed in accordance  with  the
laws of the State of Delaware.
1.3  Construction. The headings and subheadings in this Plan have been
inserted  for convenience of reference only and are to be  ignored  in
the   construction  of  its  provisions.  Wherever  appropriate,   the
masculine  shall be read as the feminine, the plural as the  singular,
and  the  singular as the plural. References in this Plan to a section
(s)  shall  be  to a section in this Plan unless otherwise  indicated.
References in this Plan to a section of the Code, ERISA or  any  other
federal  law  shall  also refer to the regulations issued  under  such
section.  Unless  an alternative option is specified in  the  Adoption
Agreement,  the  option  identified  as  the  "Standard  Option"  will
control.
The  Employer  intends that this Plan and the related Trust  Agreement
and  Adoption  Agreement  which are part  of  this  Plan  satisfy  the
requirements  for tax exempt status under Code S401(a),  Code  S501(a)
and  related Code sections and that the provisions of this  Plan,  the
Trust   Agreement  and  the  Adoption  Agreement  be   construed   and
interpreted  in accordance with the requirements of the Code  and  the
regulations under the Code.
Further,  except as expressly stated otherwise, no provision  of  this
Plan  or the related Trust Agreement or Adoption Agreement is intended
to  nor shall grant any rights to Participants or Beneficiaries or any
interest  in the Fund in addition to those minimum rights or interests
required  to  be provided under ERISA and the Code and the regulations
under ERISA and the Code.
Nothing  in  this  Plan  or the related Trust  Agreement  or  Adoption
Agreement  shall  be  construed  to  prohibit  the  adoption  or   the
maintenance  of  this Plan or the Trust Agreement as  an  individually
designed plan or as a trust agreement which is part of an individually
designed  plan, but in such event, the Employer may not  rely  on  the
opinion  letter  issued  to the Prototype Sponsor  and  the  Prototype
Sponsor  shall have absolutely no responsibility for such individually
designed plan.
Finally,  in the event of any conflict between the terms of this  Plan
and  the  terms of the Trust Agreement or the Adoption Agreement,  the
terms of this Plan shall control.
1.4   TRA 86 Amendments. If this Plan is adopted as an amendment to  a
Pre-Existing Plan in order to satisfy the requirements of TRA 86,  the
retroactive effective date of any provision required under TRA  86  is
intended  solely to comply with the Code and is not intended to  grant
any  substantive rights under ERISA to the extent that such  provision
is  different  from  the Pre-Existing Plan as in  effect  between  the
applicable  effective  date of TRA 86 and the effective  date  in  the
final regulations ("transition years").
SECTION 2.  DEFINITIONS
The  capitalized terms in this Plan and the related Adoption Agreement
and Trust Agreement shall have the meanings shown opposite those terms
in this S2 and in S3 for purposes of this Plan.
2.1   Account  - means the bookkeeping account maintained  under  this
Plan to show as of any Valuation Date a Participant's interest in  the
Fund  attributable to the contributions made by or on behalf  of  such
Participant  and  the  Fund  Earnings on such  contributions,  and  an
Account  shall  cease  to exist when exhausted through  forfeiture  or
distributions made in accordance with this Plan.
2.2  Active Participant - means for purposes of eligibility to receive
an  allocation  of the Employer Contribution or Forfeitures  for  each
Plan  Year, each Participant who is an Eligible Employee at  any  time
during the Plan Year and who satisfies the following conditions:
  2.2(a)  Standard Option.
     2.2(a)(1)   Standardized Plans. If this  Plan  is  adopted  as  a
standardized  Plan, such Participant (i) is employed  as  an  Eligible
Employee  (or  on  an  authorized leave  of  absence  as  an  Eligible
Employee)  on  the  last  day  of  such  Plan  Year,  (ii)  terminated
employment as an Eligible Employee during such Plan Year on  or  after
Normal Retirement Age or Early Retirement Age or by reason of death or
Disability, or (iii) such Participant is not employed on the last  day
of  such Plan Year but completed more than 500 Hours of Service during
such  Plan Year (or the equivalent period described in S2.2(d) if  the
"Elapsed  Time"  method  is  specified  in  the  Adoption  Agreement).
Notwithstanding  the foregoing, if the "Hours of  Service"  method  is
specified  in the Adoption Agreement for a Plan Year beginning  before
the  Final  Compliance Date, S2.2(a)(1)(iii) shall  not  apply  and  a
Participant who satisfies the requirements of S2.2(a)(1)(i) shall  not
be  eligible to receive an allocation of the Employer Contribution  or
Forfeitures  for  such  Plan  Year unless  such  Participant  also  is
credited with at least 1,000 Hours of Service in such Plan Year.
     2.2(a)(2)     If this Plan is adopted as a nonstandardized  Plan,
such  Participant (i) is employed as an Eligible Employee  (or  on  an
authorized leave of absence as an Eligible Employee) on the  last  day
of  such  Plan Year and, if the "Hours of Service" method is specified
in  the  Adoption Agreement, is credited with at least 1,000 Hours  of
Service  in  such  Plan  Year,  or (ii) terminated  employment  as  an
Eligible  Employee during such Plan Year on or after Normal Retirement
Age or Early Retirement Age or by reason of death or Disability.
   2.2(b)   Alternative.  Such Participant satisfies  the  alternative
conditions specified in the Adoption Agreement.
   2.2(c)     If  this Plan is adopted as a nonstandardized  Plan  and
fails  to  satisfy the minimum coverage and participation requirements
of  Code  S401(a)(26) and S410(b) for any Plan Year beginning  on  and
after the Final Compliance Date as a result of the application of  the
minimum  hours or last day employment requirements in this s2.2,  such
minimum participation and coverage requirements shall be retroactively
amended  by  executing a new Adoption Agreement within the  applicable
retroactive  correction  period in the  regulations  or,  if  no  such
amendment is made, shall be satisfied as follows:
     2.2(c)(1)  If the Plan utilizes both the minimum hours  and  last
day employment requirements:
      (i) Step 1 - Each Participant who completes at least 1,000 Hours
of  Service without regard to whether such Participant is employed  on
the  last  day  of  the  Plan Year shall be deemed  to  be  an  Active
Participant for such Plan Year.
       (ii)  Step  2  -  If  the  minimum participation  and  coverage
requirements are not satisfied after the application of Step  1,  then
each Participant who completes more than 500 Hours of Service and  who
is  employed on the last day of the Plan Year shall be deemed to be an
Active Participant for such Plan Year.
       (iii)  Step  3  -  If  the minimum participation  and  coverage
requirements  are not satisfied after the application of  Step  1  and
Step  2, then each Participant who is not employed on the last day  of
the Plan Year but who completed more than 500 Hours of Service in such
Plan Year also shall be deemed to be an Active Participant.
       (iv)  Step  4  -  If  the  minimum participation  and  coverage
requirements  are  not  satisfied after the  application  of  Steps  1
through  3,  then  each  Participant who satisfies  the  last  day  of
employment  requirement  also  shall  be  deemed  to  be   an   Active
Participant without regard to the number of Hours of Service  actually
completed by such Participant during such Plan Year.
     2.2(c)(2)   If  the  Plan utilizes only the last  day  employment
requirement, each Participant who is not employed on the last  day  of
the Plan Year but who completed more than 500 Hours of Service in such
Plan  Year  (or  the  equivalent period described in  S2.2(d)  if  the
"Elapsed  Time"  method is specified in the Adoption  Agreement)  also
shall be deemed to be an Active Participant.
      2.2(c)(3)    If  the  Plan  utilizes  only  the  minimum   hours
requirement:
       (i) Step 1 - Each Participant who completes more than 500 Hours
of  Service without regard to whether such Participant is employed  on
the  last  day  of  the  Plan Year shall be deemed  to  be  an  Active
Participant.
       (ii)  Step  2  -  If  the  minimum participation  and  coverage
requirements are not satisfied after the application of Step  1,  then
each  Participant  who is employed on the last day of  the  Plan  Year
shall be deemed to be an Active Participant.
  2.2(d)  Special Elapsed Time Equivalency Rule. If the "Elapsed Time"
method is specified in the Adoption Agreement, a Participant shall  be
treated as completing more than 500 Hours of Service during such  Plan
Year  for  purposes  of  this  S2.2 if, during  such  Plan  year,  the
Participant completes more than
        (A)  Standard  Option  -  91  consecutive  calendar  days   of
employment, or
       (B) Alternative - if so specified in the Adoption Agreement,  3
consecutive calendar months of employment.
2.3    Adoption  Agreement- means the agreement by which the  Employer
adopted this Plan.
2.4   Affiliate  -  means  at any time (a) any parent,  subsidiary  or
sister  corporation  which at such time is a member  of  a  controlled
group  of corporations (as defined in Code S414(b)) with the Employer,
(b)  any trade or business, whether or not incorporated, which at such
time  is  considered to be under common control (as  defined  in  Code
S414(c))  with the Employer, (c) any person or organization  which  at
such  time  is a member of an affiliated service group (as defined  in
Code  S414(m)) with the Employer, and (d) any other organization which
at such time is required to be aggregated with the Employer under Code
S414(o).
2.5   Allocation  Date - means for a 401(k) Plan the respective  dates
specified   in   the   Adoption  Agreement  as   of   which   Matching
Contributions,   Qualified   Matching  Contributions   and   Qualified
Nonelective Contributions, as applicable, are made.
2.6  Average Annual Compensation - means for a Target Benefit Plan the
average  of an Employee's Compensation for the consecutive  Plan  Year
period  specified in the Adoption Agreement during which such  average
is  the  highest, or if such Employee's entire period of participation
in  the  Plan is less than the number of Plan Years so specified,  the
Employee's   Average  Annual  Compensation  shall  be  determined   by
averaging (on an annual basis) the Employee's Compensation for his  or
her  actual  period of participation. For purposes  of  determining  a
Participant's Average Annual Compensation for any Plan Year  beginning
after  the  Final Compliance Date, the annual Compensation taken  into
account  for any prior Plan Year shall not exceed (a) for  Plan  Years
beginning  before  January 1, 1990, $200,000 and (b)  for  Plan  Years
beginning  on or after January 1, 1990, the annual Compensation  limit
described in S2.10(e) in effect for such prior Plan Year.
2.7  Beneficiary - means for each Participant the person or persons so
designated  in  writing  by the Participant on  a  properly  completed
Election  Form. However, if no such designation is made, if no  person
so  designated survives the Participant, or if after checking the last
known  mailing address the whereabouts of the person so designated  is
unknown  and  no  death  benefit  claim  is  submitted  to  the   Plan
Administrator  by such person within one year after the  Participant's
date  of  death,  the  Beneficiary shall  be  deemed  to  be  (a)  the
Participant's  surviving Spouse, or if there is no  surviving  Spouse,
(b)  the  personal representative of such Participant in  his  or  her
fiduciary capacity, if any has qualified within one year from the date
of  the  Participant's death, or if no personal representative has  so
qualified  or  remains so qualified, (c) any person  determined  by  a
court  of  competent jurisdiction to be the Participant's  Beneficiary
for  this  purpose.  If  a Beneficiary is not identified  and  located
within  3  years  of  the Participant's date of death,  S9.6,  Missing
Person, shall control the distribution of the Participant's Account.
2.8   Board  - means (a) for any Employer which is a corporation,  the
Board of Directors of such Employer and (b) for any Employer which  is
not  a  corporation, the person or persons duly authorized to  act  on
behalf of such Employer.
2.9  Code - means the Internal Revenue Code, as amended.
2.10  Compensation.
   2.10(a)  Common Law Employees. For an Employee who is not  a  Self-
Employed  Individual  or  a Leased Employee, the  term  "Compensation"
means for any determination period
     2.10(a)(1)   Standard  Option - the total compensation  which  is
actually  paid  (in  cash or other benefits) by the  Employer  or  any
Participating Affiliate to such Employee for such period and which  is
reportable to the Internal Revenue Service on Form W-2 as wages within
the meaning of Code S3401(a) and all other payments of compensation to
such  Employee  from the Employer or Participating Affiliate  (in  the
course  of  its  trade or business) for which a written  statement  is
required  to  be  furnished to the Employee under Code S6041(d),  Code
S6051(a)(3)  and  Code S6052. Such Compensation  shall  be  determined
without  regard  to  any  rules under Code  S3401(a)  that  limit  the
remuneration included in wages based on the nature or location of  the
employment  or  the  services performed (such  as  the  exception  for
agricultural labor in Code S3401(a)(2)), or
     2.10(a)(2)  Alternative   -  if  so  specified  in  the  Adoption
Agreement, the total compensation which is actually paid (in  cash  or
other benefits) by the Employer or any Participating Affiliate to such
Employee for such period and which is
       (i) considered as wages within the meaning of Code S3401(a) for
the  purposes  of  federal income tax withholding at  the  source  but
determined without regard to any rules under Code S3401(a) that  limit
the remuneration included in wages based on the nature or location  of
the  employment or the services performed (such as the  exception  for
agricultural labor in Code S3401(a)(2)),
       (ii)  considered  as compensation within the  meaning  of  Code
S415(c)(3) as described in S7.2(a)(2)(ii)(B),
       (iii)  for a nonintegrated nonstandardized Plan (other  than  a
Target  Benefit Pension Plan), compensation identified on the  payroll
records of the Employer or Participating Affiliate as regular or  base
salary  or  wages  (whether  hourly,  weekly,  monthly,  annually   or
otherwise)  and, if so specified in the Adoption Agreement,  overtime,
bonuses, commissions, and/or other specific compensation, or
      (iv) compensation as described in S2.10(a)(1), S2.10(a)(2)(i) or
S2.10(a)(2)(ii),  reduced  by  all of the  following  items  (even  if
includable   in  gross  income):   reimbursements  or  other   expense
allowances,  fringe  benefits  (cash and  noncash),  moving  expenses,
deferred compensation and welfare benefits, or
   2.10(b)   Self-Employed. For an Employee  who  is  a  Self-Employed
Individual, the term "Compensation" means the Employee's Earned Income
for such period.
   2.10(c)   Leased  Employees. All compensation  paid  by  a  leasing
organization  to a Leased Employee for personal services  rendered  to
the  Employer  or a Participating Affiliate for such period  shall  be
treated as Compensation to the extent required under Code S414(n).
   2.10(d)  Determination Period. For purposes of this definition  and
unless otherwise specified in this Plan or the Adoption Agreement, the
phrase "determination period" means
    2.10(d)(1)  Standard Option - the Plan Year or
      2.10(d)(2)   Alternative  -  the  calendar  year  or  other   12
consecutive month period ending with or within the Plan Year specified
in the Adoption Agreement.
    2.10(e)   Limitation.  No  more  than  $200,000  (as  adjusted  in
accordance  with Code S401(a)(17)) shall be taken into  account  under
this  Plan for any determination period beginning on or after  January
1,  1989.  The annual Compensation limit under this S2.10(e)  for  any
determination  period  shall  be  adjusted  in  accordance  with  Code
S401(a)(17)  for the calendar year in which such determination  period
begins.
   If the determination period is less than 12 months as a result of a
short  Plan  Year, the annual Compensation limit under  this  S2.10(e)
shall  equal the annual limit for such determination period multiplied
by  a fraction, the numerator of which is the number of full months in
such period and the denominator of which is 12.
   For  purposes  of  this Compensation limit, the family  aggregation
rules  of  Code  S414(q)(6) shall be applied by aggregating  only  the
Participant's spouse and lineal descendants who have not  reached  age
19  before  the  end of such determination period.  If  the  limit  is
exceeded  for any determination period as a result of the  application
of  the family aggregation rule, the limit shall be prorated among the
individuals  affected  by  this  limit  in  proportion  to  each  such
individual's Compensation for such determination period as  determined
under this S2.10 before the application of this S2.10(e). However,  if
this  Plan  is  adopted as an integrated plan, the preceding  sentence
shall   not   apply  for  purposes  of  determining  the  portion   of
Compensation which does not exceed the Integration Level.
   2.10(f)  Salary Reductions. Any amount which is contributed by  the
Employer or any Participating Affiliate pursuant to a salary reduction
agreement  which  is not currently includable in an  Employee's  gross
income under Code S125, S402(e)(3), S402(h) or S403(b)
     2.10(f)(1)  Standard Option - shall be included in an  Employee's
Compensation, or
     2.10(f)(2)   Alternative  -  if  so  specified  in  the  Adoption
Agreement, shall not be included in an Employee's Compensation.
  2.10(g)  Special Rules.
     2.10(g)(1)   If  so  specified  in  the  Adoption  Agreement,  an
Employee's Compensation shall not include Compensation which  is  paid
to  the Employee for periods ending before the Entry Date on which the
Employee becomes a Participant.
      2.10(g)(2)   If  this  Plan  is  adopted  as  an  amendment  and
restatement of a Pre-Existing Plan, this definition shall be effective
for  Plan Years beginning on or after January 1, 1989 unless  a  later
effective  date is specified in the Adoption Agreement; provided,  the
$200,000 limitation of S2.10(e) shall not be effective later than  the
first day of the first Plan Year beginning on or after January 1, 1989
and  any such later effective date specified in the Adoption Agreement
for  the  other provisions of this S2.10 shall not be later  than  the
Final Compliance Date.
     2.10(g)(3)   If  so  specified in the Adoption  Agreement  for  a
nonstandardized Plan, a Participant's Compensation in  excess  of  the
dollar amount or percentage specified in the Adoption Agreement  shall
not  be  taken into account for purposes of determining the amount  or
allocation  of  any  contributions  made  by  or  on  behalf  of  such
Participant under this Plan.
     2.10(g)(4)   If  so  specified in the Adoption  Agreement  for  a
nonstandardized  Plan,  the Compensation of a  Participant  who  is  a
Highly  Compensated Employee shall not include the specific  types  of
Compensation specified in the Adoption Agreement.
2.11   Covered Compensation - means for each Participant for each Plan
Year  beginning  on  or  after January 1, 1989, the  average  (without
indexing)  of  the  Taxable  Wage Bases in  effect  under  the  Social
Security  Act for each calendar year during the 35-year period  ending
with  the  last  day  of  the calendar year in which  the  Participant
attains (or will attain) Social Security Retirement Age, determined by
assuming that the Taxable Wage Base for all future years shall be  the
same  as  the Taxable Wage Base in effect as of the beginning of  such
Plan Year.
A  Participant's Covered Compensation for a Plan Year beginning before
the  35-year period ending with the last day of the calendar  year  in
which  the Participant attains Social Security Retirement Age  is  the
Taxable  Wage Base in effect as of the beginning of the Plan  Year.  A
Participant's  Covered Compensation for a Plan  Year  beginning  after
such 35-year period is the Participant's Covered Compensation for  the
Plan Year during which the 35-year period ends.
However,  a Participant's Covered Compensation shall automatically  be
adjusted  each  Plan Year and any increase in a Participant's  Covered
Compensation  shall  not  result in a decrease  in  the  Participant's
accrued  benefit which would be impermissible under Code S411(b)(1)(G)
or S411(d)(6).
For  purposes of this S2.11, Social Security Retirement Age means  (a)
age  65  in  the case of a Participant who was born before January  1,
1938,  (b)  age 66 for a Participant who was born after  December  31,
1937, but before January 1, 1955, and (c) age 67 for a Participant who
was born after December 31, 1954.
2.12   Disability  or  Disabled - means an individual's  inability  to
engage   in  any  substantially gainful activity at  the  individual's
customary level of compensation or competence and responsibility as an
Employee  due  to  any  medically  determinable  physical  or   mental
impairment or impairments which may be expected to result in death  or
to last for a continuous period of at least 12 months as determined by
a  qualified physician or other medical practitioner selected  by  the
Plan  Administrator for this purpose in accordance  with  uniform  and
nondiscriminatory standards.
2.13  Early Retirement Age - means
  2.13(a)  Standard Option - the Normal Retirement Age or
    2.13(b)   Alternative  -  the  alternative  Early  Retirement  Age
specified in the Adoption Agreement.
2.14   Earned Income - means for any Self-Employed Individual for  any
period  the  net  earnings from self-employment (as  defined  in  Code
S1402(a))  for  such  period from the Employer  or  any  Participating
Affiliate  for  which  the personal services of such  Employee  are  a
material  income-producing factor, where such  net  earnings  are  (a)
determined  without regard to items not included in gross  income  for
purposes  of  Chapter  1  of  the Code  and  the  deductions  properly
attributable  to  such  items,  (b)  determined  with  regard  to  the
deduction  allowed to the Self-Employed Individual under Code  S164(f)
for  taxable years beginning after December 31, 1989, and (c)  reduced
by  the contributions made on behalf of such Employee to any qualified
plan (as described in Code S401(a)) maintained by the Employer or  any
Participating   Affiliate  to  the  extent  such   contributions   are
deductible under Code S404.
2.15   Effective  Date - means the effective date  of  the  Employer's
adoption  or  amendment  of  this Plan as specified  in  the  Adoption
Agreement.  However,  if  this Plan is adopted  as  an  amendment  and
restatement  of a Pre-Existing Plan, certain provisions of  this  Plan
may  be  effective  retroactive to Plan Years  beginning  before  such
Effective Date or may be effective at a date later than such Effective
Date as specified in this Plan document or in the Adoption Agreement.
2.16   Election  Form  -  means  the form  or  forms  provided  by  or
acceptable  to  the  Plan Administrator for making the  elections  and
designations called for under this Plan and no such form shall  become
effective unless properly completed and timely delivered to  the  Plan
Administrator in accordance with the terms of this Plan and such rules
as the Plan Administrator shall adopt from time to time.
2.17   Elective Deferral - means the nonforfeitable contribution  made
to  the  Fund  by  the  Employer  or a Participating  Affiliate  on  a
Participant's behalf under S5.3(f).
2.18  Elective Deferral Account - means the subaccount established  as
part  of  a Participant's Account to record the Participant's Elective
Deferrals and the Fund Earnings attributable to such contributions.
2.19   Eligible Employee - means
   2.19(a)   Standard  Option - each Employee of  the  Employer  or  a
Participating Affiliate other than
     2.19(a)(1)  an  Employee who is included in a unit  of  employees
covered by a collective bargaining agreement between the Employer  and
employee   representatives  which  agreement  does  not  provide   for
participation in this Plan if retirement benefits under this Plan were
the subject of good faith bargaining; provided, however, that
       (i)  the  term "employee representatives" shall not include  an
organization  more  than half of whose members are employees  who  are
owners, officers or executives of the Employer, and
       (ii)  an  Employee  shall not be treated  as  covered  under  a
collective  bargaining  agreement if more than  2%  of  the  Employees
covered  under  such  agreement  are "professionals"  (as  defined  in
S1.410(b)-9(g) of the Federal Income Tax Regulations); and
     2.19(a)(2)   an Employee who is a nonresident alien  (within  the
meaning  of  Code  S7701(b)(1)(B) and who receives  no  earned  income
(within  the  meaning  of Code S911(d)(2)) from the  Employer  or  any
Participating  Affiliate which constitutes income from sources  within
the United States (within the meaning of Code S861(a)(3)).
      2.19(b)    Alternative  -  If  this  Plan  is   adopted   as   a
nonstandardized  Plan,  the  Employer  may  specify  in  the  Adoption
Agreement a category of Employees who shall not be treated as Eligible
Employees  under  this  Plan. However, the  Plan  must  satisfy  on  a
continuing  basis  the nondiscrimination rules under Code  S401(a)(4),
the  coverage  rules under Code S410(b), and the minimum participation
rules under Code S401(a)(26).
2.20   Employee - means each person who is treated as an  employee  of
the  Employer or an Affiliate which is required to be aggregated  with
the Employer under Code S414(b), S414(c), S414(m) or S414(o) including
(a)  a  common-law  employee (whether full-time,  part-time,  regular,
temporary or otherwise), (b) a Self-Employed Individual, (c) an Owner-
Employee,  (d) a Leased Employee and (e) each person who is deemed  to
be an employee under Code S414(o).
2.21  Employee Account - means the subaccount established as part of a
Participant's  Account  to  record  (1)  the  Participant's   Employee
Contributions  under  this  Plan, (2) the Participant's  nondeductible
employee  contributions, if any, under a Pre-Existing Plan or  a  plan
which  is merged into this Plan under S14.5, and (3) the Fund Earnings
attributable  to  such contributions. If a separate  account  was  not
maintained for contributions under other plans as described in  clause
(2)  above,  the  account balance attributable to  such  contributions
shall  be  the  Participant's total account balance under  such  other
plans  multiplied by a fraction, the numerator of which is  the  total
amount of the Participant's nondeductible employee contributions (less
withdrawals) and the denominator of which is the sum of the  numerator
and  the  total  contributions made by the Employer on behalf  of  the
Participant  (less  withdrawals). For  purposes  of  calculating  such
fraction, contributed amounts used to provide ancillary benefits shall
be  treated as contributions and only amounts actually distributed  to
the  Participant (but not amounts which reflect the cost of any  death
benefits) shall be treated as withdrawals.
2.22   Employee Contribution - means any contribution made  by  or  on
behalf  of  a Participant to the Fund under S5.3(g) that is includable
in the Participant's gross income for the year in which made.
2.23   Employer  -  means  the  sole  proprietorship,  partnership  or
corporation  identified as the Employer in the Adoption Agreement  and
any successor in interest to such organization.
2.24  Employer Account - means the subaccount established as part of a
Participant's  Account  to  record  the  Participant's  share  of  the
Employer   Contributions  and  Forfeitures  and  the   Fund   Earnings
attributable to such amounts.
2.25   Employer  Contribution - means the contributions  made  by  the
Employer  and by any Participating Affiliate to the Fund  under  S5.1,
S5.2, S5.3(e) or S5.4.
2.26  Entry Date - means
   2.26(a)  Standard Option - the first day of each Plan Year and  the
first day of the 7th month in each Plan Year or
   2.26(b)  Alternative - the alternative Entry Date specified in  the
Adoption Agreement.
2.27   ERISA  - means the Employee Retirement Income Security  Act  of
1974, as amended.
2.28   Family Members - means for any year, with respect to  a  Highly
Compensated  Employee  who  is a 5% owner  or  who  is  in  the  group
consisting  of the 10 Highly Compensated Employees paid  the  greatest
Compensation during such year, (a) such individual's spouse, (b)  such
individual's  lineal  ascendants and lineal descendants  and  (c)  the
spouses  of such lineal ascendants or descendants as determined  under
Code S414(q)(6).
2.29   Final  Compliance Date - means the first day of the first  Plan
Year  beginning  after  December 31, 1993  or  such  other  applicable
effective  date  of  the  final nondiscrimination  and  other  TRA  86
regulations.
2.30   Forfeiture - means the portion of an Account of  a  Participant
which  is  deducted from such Account in accordance with the terms  of
this Plan.
2.31  401(k)  Plan - means this Plan as adopted by entering  into  the
Standardized  401(k)  Plan Adoption Agreement or  the  Nonstandardized
401(k) Plan Adoption Agreement.
2.32    Fund  - means the trust fund created in accordance  with  this
Plan and the Trust Agreement which is a part of this Plan.
2.33  Fund Earnings - means for each period ending on a Valuation Date
the  investment  gains  and losses (whether realized  or  unrealized),
income  and  expenses  (other than expenses allocable  directly  to  a
specific  Account) of the Fund for such period as determined based  on
the  fair  market  value of the assets of the Fund on  such  Valuation
Date.
2.34   Highly  Compensated  Employee  -  means  a  highly  compensated
employee  within  the  meaning  of  Code  S414(q)  (as  described   in
S7.4(a)(5)).
2.35   Integration Level - means the amount of Compensation  specified
in  the Adoption Agreement at or below which the rate of contributions
or  benefits (expressed as a percentage of such Compensation) provided
under  the  Plan  is less than the rate of contributions  or  benefits
(expressed  as a percentage of such Compensation) provided  under  the
Plan  with  respect to Compensation above such amount. The Integration
Level  for  any Plan Year shall not exceed the Taxable  Wage  Base  in
effect at the beginning of such Plan Year.
2.36  Leased Employee - means for each Plan Year beginning on or after
January  1, 1987 each person who is not a common-law employee  of  the
Employer  or  an Affiliate, but who, pursuant to an agreement  between
the  Employer  or  an  Affiliate ("recipient") and  any  other  person
("leasing organization"), has performed services for the recipient  or
the  recipient and a related person (as determined in accordance  with
Code S414(n)(6)) on a substantially full-time basis for a period of at
least one year, which services are of a type historically performed by
employees in the business field of the recipient or related person for
whom  such services are being performed. However, subject to the rules
set forth in the regulations under Code S414(n), such person shall not
be  treated  as  a  Leased Employee if (a) the total  number  of  such
persons  does  not  constitute more than 20% of  the  total  nonhighly
compensated work force of the recipient and (b) such person is covered
by  a  money purchase pension plan which is maintained by the  leasing
organization  and  which  provides for (1)  a  nonintegrated  employer
contribution rate of at least 10% of compensation (as defined in  Code
S415(c)(3)  but  including amounts contributed pursuant  to  a  salary
reduction  agreement which are excludable from the individual's  gross
income under Code S125, S402(e)(3), S402(h) or S403(b)), (2) immediate
participation and (3) full and immediate vesting.
2.37  Matching Account - means the subaccount established as part of a
Participant's Account to record the Matching Contributions made on the
Participant's   behalf  under  this  Plan  and   the   Fund   Earnings
attributable to such contributions.
2.38   Matching  Contribution - means the  contribution  made  by  the
Employer and by any Participating Affiliate to the Fund under  S5.3(b)
by   reason   of  a  Participant's  Elective  Deferrals  or   Employee
Contributions.
2.39  Maximum Disparity Rate - means
   2.39(a)  Standard Option - if the Integration Level is equal to the
Taxable Wage Base, the greater of 5.7% or the portion of the tax  rate
under  Code S3111(a) which is attributable to old-age insurance as  in
effect on the first day of such Plan Year, and
   2.39(b)   Alternative - if the Integration Level is less  than  the
Taxable  Wage Base, the applicable percentage determined in accordance
with the following table, where
    X = the greater of $10,000 or 20% of the Taxable Wage Base
    TWB = the Taxable Wage Base
If the Integration Level
Is More ThanBut Not More Than Applicable Percentage
  $0          X          5.7 %
   X      80% of TWB     4.3 %
 80% of TWB    100% of TWB    5.4 %
   or,  if  the portion of the tax rate under Code S3111(a)  which  is
attributable  to old-age insurance as in effect on the  first  day  of
such Plan Year is greater than 5.7 %, the applicable percentage in the
table  above  shall  be such portion of the tax rate,  proportionately
reduced in the same manner as the 5.7% amount in the table above.
2.40   Money  Purchase Pension Plan - means this Plan  as  adopted  by
entering  into  the Standardized Money Purchase Pension Plan  Adoption
Agreement or the Nonstandardized Money Purchase Pension Plan  Adoption
Agreement.
2.41  Net Profits -
  2.41(a)  Standard Option. The term "Net Profits" means
    2.41(a)(1) for an Employer or Participating Affiliate other than a
non-profit entity, the current or accumulated earnings for the taxable
year  for which the Employer contribution is made as determined before
federal  and state taxes and contributions to this Plan or  any  other
qualified plan, or
     2.41(a)(2) for an Employer or Participating Affiliate which is  a
non-profit entity, the current or accumulated excess of receipts  over
disbursements for the fiscal year for which the Employer  contribution
is made.
   2.41(b)   Alternative. The Employer may specify in  an  alternative
definition of Net Profits in the Adoption Agreement.
2.42   Nonhighly  Compensated Employee - means each  Employee  who  is
neither a Highly Compensated Employee nor a Family Member.
2.43  Normal Retirement Age -
  2.43(a)  General. The term "Normal Retirement Age" means
    2.43(a)(1)  Standard Option - age 65 or
     2.43(a)(2)   Alternative - the alternative Normal Retirement  Age
specified in the Adoption Agreement.
  2.43(b)  Special Rules
      2.43(b)(1)   Mandatory  Retirement  Age.  If,  consistent   with
applicable  age discrimination law, the Employer enforces a  mandatory
retirement age, the Normal Retirement Age shall be the earlier of  (1)
the  date the Participant reaches such mandatory retirement age or (2)
the  date  the  Participant reaches age 65 or, if  an  alternative  is
specified in the Adoption Agreement, the date the Participant  reaches
Normal Retirement Age as specified in the Adoption Agreement.
    2.43(b)(2)  Transitional Rule. If
       (i)   the  normal retirement age under the terms  of  the  Pre-
Existing Plan as in effect for Plan Years beginning before January  1,
1988  was determined with reference to an anniversary of the  date  on
which   a   Participant   commenced   participation   in   such   plan
("participation commencement date"),
      (ii)  such anniversary was later than the 5th anniversary of the
participation commencement date,
       (iii)   the  Normal Retirement Age specified  in  the  Adoption
Agreement  is  determined  with reference to  an  anniversary  of  the
participation commencement date, and
       (iv)   this  transitional  rule is specified  in  the  Adoption
Agreement,
     then  the  anniversary  for any Participant  whose  participation
commencement date occurred in a Plan Year beginning before January  1,
1988  shall be the earlier of (A) the anniversary under the  terms  of
the Pre-Existing Plan, or (B) the 5th anniversary of the first day  of
the first Plan Year beginning after December 31, 1987.
2.44  Owner-Employee - means each Self-Employed Individual who is  (a)
a  sole proprietor of the Employer or a Participating Affiliate or (b)
a  partner  owning  more  than 10% of either the  capital  or  profits
interest of the Employer or a Participating Affiliate.
2.45   Paired  Plans  -  means  (a)  a  combination  of  two  or  more
standardized  defined  contribution  Plans  under  this  Smith  Barney
Prototype  Defined  Contribution Plan (Plan Document  #05)  or  (b)  a
combination  of  one  or more such standardized  defined  contribution
Plans  with a standardized defined benefit plan under the Smith Barney
Prototype  Defined  Benefit Plan (Plan Document  #06).  However,  such
Plans  shall be treated as Paired Plans only if (1) such Paired  Plans
have  the  same  Plan  Year, and (2) no more than  one  such  plan  is
integrated with social security.
2.46  Participant - means (a) an Eligible Employee who  has  satisfied
the  Participation Requirement specified in the Adoption Agreement and
has become a Participant in accordance with S4, and (b) any individual
for whom an Account continues to exist under the Plan.
2.47   Participating  Affiliate  -  means  (a)  if  this  Plan  is   a
standardized Plan, each Affiliate of the Employer or (b) if this  Plan
is  a  nonstandardized Plan, each Affiliate which participates in this
Plan,  as  set  forth in S14.1(c) of the Plan; provided, an  Affiliate
automatically shall cease to be a Participating Affiliate if,  and  at
the time, it ceases to be an Affiliate as set forth in S14.6(a).
2.48  Participation Requirement - means
   2.48(a)  Standard Option - attainment of age 21 and completion of a
waiting period equal to one Year of Service or
   2.48(b)   Alternative  - the alternative minimum  age  and  waiting
period requirement specified in the Adoption Agreement.
2.49   Plan  - means this Smith Barney  Prototype Defined Contribution
Plan, as adopted by the Employer in the form of a Profit Sharing Plan,
a  401(k)  Plan,  a  Money Purchase Pension Plan or a  Target  Benefit
Pension  Plan,  and  as amended from time to time in  accordance  with
S14.2.
2.50  Plan Administrator - means
  2.50(a)  Standard Option - the Employer or
   2.50(b)  Alternative - the person or persons designated in  writing
by the Employer as the Plan Administrator for this Plan.
2.51   Plan Year - means the 12 consecutive month period or the  52/53
week  period  which  ends  on  the  date  specified  in  the  Adoption
Agreement; provided, however, if this Plan is adopted as a  new  Plan,
the  first  Plan Year shall be the period beginning on  the  Effective
Date and ending on the date specified in Adoption Agreement.
2.52    Pre-Existing  Plan  -  means  the  Employer's  prior   defined
contribution  plan and the related trust agreement  or  other  funding
arrangement which is described in the Adoption Agreement and which  is
amended and restated in the form of this Plan.
2.53   Profit  Sharing Plan - means this Plan as adopted  by  entering
into  the Standardized Profit Sharing Plan Adoption Agreement  or  the
Nonstandardized Profit Sharing Plan Adoption Agreement.
2.54  Prototype Sponsor - means Smith Barney Inc. and any successor to
such corporation.
2.55 Qualified Matching Contribution - means the contribution made  by
the  Employer  and by any Participating Affiliate to  the  Fund  under
S5.3(c)  by  reason of a Participant's Elective Deferrals or  Employee
Contributions.
2.56  Qualified Matching Account - means the subaccount established as
part  of  a  Participant's Account to record  the  Qualified  Matching
Contributions made on the Participant's behalf under this Plan and the
Fund Earnings attributable to such contributions.
2.57   Qualified  Nonelective Contribution -  means  the  contribution
(other  than  Matching Contributions, Qualified Matching Contributions
and   Employer  Contributions)  made  by  the  Employer  and  by   any
Participating Affiliate to the Fund under S5.3(d).
2.58  Qualified Nonelective Account - means the subaccount established
as part of a Participant's Account to record the Qualified Nonelective
Contributions made on the Participant's behalf under this Plan and the
Fund Earnings attributable to such contributions.
2.59  Rollover Account - means the subaccount established as part of a
Participant's   Account   to   record   the   Participant's   Rollover
Contributions   and   the   Fund   Earnings   attributable   to   such
contributions.
2.60   Rollover Contribution - means (a) a contribution of an  amount,
or  more  than  one  amount, which satisfies the  applicable  rollover
requirements under Code S402 or Code S408 made by a Participant to the
Fund  under  S5.5  and  (b) effective January  1,  1993,  an  eligible
rollover distribution which is directly transferred to the Fund on  or
after  such  date  pursuant  to a Participant's  election  under  Code
S401(a)(31).
2.61   Self-Employed  Individual - means an individual  who  is  self-
employed  and  who  receives Earned Income  from  the  Employer  or  a
Participating Affiliate or who would have received such Earned  Income
but  for the fact that the Employer or the Participating Affiliate did
not have Net Profits.
2.62   Spouse  -  means  the  person who is lawfully  married  to  the
Participant  on  the  date the Participant's Account  becomes  payable
under this Plan or, if a Participant dies before such date, the person
who was lawfully married to such Participant on the Participant's date
of  death. However, a former spouse shall be treated as the Spouse and
a  current  spouse shall not be treated as the Spouse  to  the  extent
provided  under a qualified domestic relations order as  described  in
Code S414(p).
2.63   Target  Benefit Pension Plan - means this Plan  as  adopted  by
entering  into  the Standardized Target Benefit Pension Plan  Adoption
Agreement or the Nonstandardized Target Benefit Pension Plan  Adoption
Agreement.
2.64  Taxable Wage Base - means for any Plan Year the contribution and
benefit  base in effect under S230 of the Social Security Act  at  the
beginning of such Plan Year.
2.65   TRA 86 - means the Tax Reform Act of 1986 ("Act") and any other
legislation  and  related regulations, notices or other  guidance  for
which  amendments  are  required to  be  made  at  the  same  time  as
amendments for such Act.
2.66  Trust Agreement - means the trust agreement between the Employer
and the Trustee which is established as part of this Plan and which is
set forth in the attached Smith Barney  Prototype Defined Contribution
Plan Trust Agreement or, if so specified in the Adoption Agreement for
a  401(k) Plan, the Smith Barney  Prototype Defined Contribution  Plan
Alternative Trust Agreement for 401(k) Plans.
2.67   Trustee - means the person or persons specified in the Adoption
Agreement  who  serve  as the trustee for the  Fund  under  the  Trust
Agreement and any successor to such person or persons.
2.68   Valuation Date - means (a) the last day of each Plan  Year  and
(b)  each  other date, if any, agreed upon in advance by the  Employer
and  the  Trustee, provided the selection of such other date does  not
result  in  discrimination  in favor of Highly  Compensated  Employees
which would be prohibited under Code S401(a).
SECTION 3.  SERVICE DEFINITIONS AND RULES

The  definitions  and  rules in this S3 shall apply  for  purposes  of
measuring  an Employee's service (a) for participation purposes  -  to
determine   when   the  Employee  has  satisfied   the   Participation
Requirement   and  (b)  for  vesting  purposes  -  to  determine   the
nonforfeitable interest in his or her Account.
3.1   Hour  of  Service Method (Standard Option). The definitions  and
rules  in  this S3.1 shall apply unless the "Elapsed Time"  method  of
crediting service is specified in the Adoption Agreement.
  3.1(a)  Break in Service.
     3.1(a)(1)  General.  The  term  "Break  in  Service"  means  each
Computation  Period during which an Employee fails  to  complete  more
than 500 Hours of Service.
      3.1(a)(2)  Maternity/Paternity  Rule.  Solely  for  purposes  of
determining  whether an Employee has a Break in Service,  an  Employee
who  is absent from work for "maternity or paternity reasons" and  who
timely  furnishes proof of the reason for such absence (in  accordance
with  such nondiscriminatory rules as may be established by  the  Plan
Administrator  and communicated to Employees) shall be  credited  with
each  Hour of Service for which the Employee would otherwise have been
credited  but for such absence, or if such Hours of Service cannot  be
determined,  with  8 Hours of Service for each day  of  such  absence.
However,  the  total number of Hours of Service so  credited  to  such
Employee  shall not exceed 501 Hours of Service. The Hours of  Service
so  credited shall be credited to the Computation Period in which such
absence  begins  if  such credit is necessary to prevent  a  Break  in
Service  in such Computation Period or, if such credit is unnecessary,
in  the immediately following Computation Period. For purposes of this
special  maternity/paternity  rule,  an  absence  for  "maternity   or
paternity reasons" means an absence (i) by reason of the pregnancy  of
the  Employee, (ii) by reason of the birth of a child of the Employee,
(iii)  by  reason  of the placement of a child with  the  Employee  in
connection with the adoption of such child by such Employee,  or  (iv)
for  purposes  of  caring  for  such  child  for  a  period  beginning
immediately following such birth or placement.
  3.1(b)  Computation Period.
      3.1(b)(1)   The  term  "Computation  Period"  for  purposes   of
determining  Years  of  Service  and  Breaks  in  Service  means   the
applicable period described in this S3.1(b).
     3.1(b)(2)  Vesting. The relevant Computation Period for measuring
Years of Service and Breaks in Service for vesting purposes shall be
      (i) Standard Option - the Plan Year or
       (ii)  Alternative - if so specified in the Adoption  Agreement,
(A)  the  12  consecutive month period which begins on  the  date  the
Employee first performs an Hour of Service ("hire date") and  ends  on
the date immediately preceding the first anniversary of such hire date
and  (B) each 12 consecutive month period thereafter beginning on each
anniversary  of  such  hire date and ending on  the  date  immediately
preceding the next anniversary of such date.
     3.1(b)(3)  Participation.  The  initial  Computation  Period  for
measuring  Years  of Service and Breaks in Service  for  participation
purposes shall be the 12 consecutive month period which begins on  the
first day an Employee first performs an Hour of Service as an Employee
("hire  date")  and ends on the date immediately preceding  the  first
anniversary of such date. Each subsequent Computation Period shall be
       (i)  Standard Option - each Plan Year, beginning with the  Plan
Year  which begins before the first anniversary of the Employee's hire
date  (regardless of whether the Employee is credited with 1,000 Hours
of  Service in the Employee's initial Computation Period). An Employee
shall be credited with two Years of Service for participation purposes
if  the Employee completes 1,000 or more Hours of Service in both  the
initial Computation Period and the first Plan Year which begins within
such initial Computation Period, or
       (ii)  Alternative - if so specified in the Adoption  Agreement,
the 12 consecutive month period which begins on each anniversary of an
Employee's  hire date and ends on the date immediately  preceding  the
next anniversary of the Employee's hire date.
     For participation purposes, an Employee shall be credited with  a
Year of Service
       (A) Standard Option - on the last day of the Computation Period
in which the Employee is credited with at least 1,000 Hours of Service
(or  such  lesser number of hours specified in the Adoption Agreement)
or
       (B)  Alternative - on the first date on which the  Employee  is
credited  with at least 1,000 Hours of Service (or such lesser  number
of  hours  specified in the Adoption Agreement) provided the  Employee
completes such specified number of Hours of Service in one Computation
Period.
     Notwithstanding  the foregoing, if the Participation  Requirement
includes  a  partial Year of Service, no minimum number  of  Hours  of
Service shall be required for such partial year and an Employee  shall
be  credited  with such partial Year of Service on the date  on  which
such partial period of service is completed.
     3.1(b)(4)  Change in Computation Period. If an amendment  results
in  a  change in the Computation Period, the first Computation  Period
established  under such amendment shall begin before the last  day  of
the  preceding Computation Period and each Employee to whom both  such
Computation  Periods apply and who completes 1,000 or  more  Hours  of
Service  in both such Computation Periods shall be credited  with  one
Year of Service for each such Computation Period.
    3.1(c)  Hour of Service.
      3.1(c)(1)  General. The term "Hour of Service" means
         (i)  each hour for which an Employee is paid, or entitled  to
payment, by the Employer or an Affiliate for the performance of duties
as  an Employee, which hours shall be credited to the Employee for the
relevant Computation Period in which such duties are performed;
         (ii) each hour for which an Employee is paid, or entitled  to
payment,  by  the Employer or an Affiliate on account of a  period  of
time during which no duties are performed (irrespective of whether the
employment  relationship  has terminated) due  to  vacation,  holiday,
illness,   incapacity  (including  disability),  layoff,  jury   duty,
military duty or leave of absence; provided (A) no more than 501 hours
shall  be  credited  under this clause (ii) for any single  continuous
period  during  which  no duties are performed (whether  or  not  such
period covers more than one relevant Computation Period) and (B) hours
under  this  clause (ii) shall be calculated and credited pursuant  to
S2530.200b-2  of  the  Department  of  Labor  Regulations  which   are
incorporated as part of this Plan by this reference; and
        (iii) each hour for which back pay, irrespective of mitigation
of  damages,  is  either awarded or agreed to by the  Employer  or  an
Affiliate; provided (A) no credit shall be given for an hour described
in  this  clause  (iii) if credit also is given for  such  hour  under
clause  (i)  or clause (ii), and (B) an hour described in this  clause
(iii)  shall  be credited to the Employee for the relevant Computation
Period or Computation Periods to which the award or agreement pertains
rather than to the Computation Period in which the award, agreement or
payment is made.
        3.1(c)(2)  Determination.  The  Employer  shall  determine  an
Employee's Hours of Service
          (i)  Standard  Option  -  by  actually  counting  hours  and
maintaining records which reflect the actual hours worked, or
         (ii) Alternative - if so specified in the Adoption Agreement,
by crediting each such Employee with
          (A) 10 Hours of Service for each day,
          (B) 45 Hours of Service for each week,
           (C)  95  Hours  of  Service for each  semi-monthly  payroll
period, or
          (D) 190 Hours of Service for each month
         during which the Employee otherwise would be credited with at
least one Hour of Service.
   3.1(d)   Year  of  Service. The term "Year of Service"  means  each
Computation Period during which an Employee completes at least
    3.1(d)(1)  Standard Option - 1,000 Hours of Service or
     3.1(d)(2)   Alternative - such lesser number of Hours of  Service
specified in the Adoption Agreement.
   Notwithstanding  the  foregoing, if the  Participation  Requirement
includes  a  partial Year of Service, no minimum number  of  Hours  of
Service shall be required for such partial year.
   3.1(e)   Change  in  Service Calculation Method.  If  an  amendment
changes the method of crediting service from the "Elapsed Time" method
to  the "Hours of Service" method, each Employee who was credited with
service under the "Elapsed Time" method shall be credited with service
     3.1(e)(1)   for the Employee's employment before the  Computation
Period in which such amendment is adopted, as determined on the  basis
that  one  Year of Service credited to the Employee under the "Elapsed
Time" method for such employment shall equal one Year of Service under
this S3.1,
     3.1(e)(2)   for the Employee's employment during the  Computation
Period  in which such amendment is adopted, for a number of  Hours  of
Service determined by uniformly applying one of the equivalencies  set
forth  in S3.1(c)(2)(ii) to any fractional part of a year credited  to
the  Employee under the "Elapsed Time" method as of the effective date
of the amendment, and
     3.1(e)(3)   for  the  Employee's  employment  on  and  after  the
effective date of the amendment, as determined under the rules in this
S3.1.
3.2   Elapsed Time Method (Alternative). If the "Elapsed Time"  method
of  crediting  service  is  specified in the Adoption  Agreement,  the
definitions  and  rules  in  this S3.2 shall  apply  in  lieu  of  the
definitions and rules in S3.1.
  3.2(a)  Break in Service.
     3.2(a)(1) General. The term "Break in Service" means a Period  of
Severance of at least 12 consecutive months.
    3.2(a)(2)  Maternity/Paternity Rule. If an Employee is absent from
service  for "maternity or paternity reasons" and the Employee  timely
furnishes  proof  of the reason for such absence (in  accordance  with
such  nondiscriminatory  rules  as may  be  established  by  the  Plan
Administrator and communicated to Employees), the 12 consecutive month
period  beginning on the first anniversary of the first date  of  such
absence  shall not constitute a Break in Service. Such 12  consecutive
month  period shall be neither a Period of Severance nor a  period  of
Service.  For  purposes of this special maternity/paternity  rule,  an
absence for "maternity or paternity reasons" means an absence  (i)  by
reason  of the pregnancy of the Employee, (ii) by reason of the  birth
of  a  child  of the Employee, (iii) by reason of the placement  of  a
child  with the Employee in connection with the adoption of such child
by  the Employee, or (iv) for purposes of caring for such child for  a
period beginning immediately following such birth or placement.
   3.2(b)  Hour of Service. The term "Hour of Service" means each hour
for which an Employee is paid, or entitled to payment, by the Employer
or  an  Affiliate for the performance of duties as an Employee  during
any period of employment.
   3.2(c) Period of Severance. The term "Period of Severance" means  a
continuous period of time during which an Employee is not employed  by
the  Employer  or  an  Affiliate beginning on the  date  the  Employee
retires,  quits  or  is  discharged,  or  if  earlier,  the  12  month
anniversary  of  the  date on which the Employee was  otherwise  first
absent from service.
  3.2(d)  Period of Service.
     3.2(d)(1)   General. For participation purposes and  for  vesting
purposes,  the term "Period of Service" means an Employee's employment
completed  as an Employee of the Employer and any Affiliate  beginning
on  such Employee's first day of employment or reemployment and ending
on  the  date  a Break in Service begins. An Employee's first  day  of
employment  or  reemployment  shall be  the  first  day  the  Employee
performs  an  Hour of Service. A Period of Service also shall  include
any Period of Severance of less than 12 consecutive months.
     3.2(d)(2)  Aggregation. An Employee's employment completed in all
Periods  of  Service  shall be aggregated (to  the  extent  that  such
service is not disregarded under S3.7 or S3.8) and the number of  days
in each Period of Service in excess of a whole year of employment (or,
if there is no whole year of employment in any such period, the number
of  days  in  such  period) shall be aggregated into additional  whole
years  of employment on the assumption that 365 days equals one  whole
year of employment.
   3.2(e)   Year of Service. The term "Year of Service" means each  12
consecutive  month period of employment completed  in  any  Period  of
Service  beginning on the date an Employee first completes an Hour  of
Service ("hire date") and ending on the date immediately preceding the
anniversary of such hire date. Subsequent Years of Service shall begin
on  each  anniversary of the Employee's hire date and end on the  date
immediately preceding the next anniversary of such hire date.
   3.2(f)   Change  in  Service Calculation Method.  If  an  amendment
changes  the  method of crediting service from the "Hour  of  Service"
method to the "Elapsed Time" method, each Employee who had any service
credit  under  the  "Hour of Service" method shall  be  credited  with
service
     3.2(f)(1)   for the Employee's employment before the  Computation
Period in which such amendment is adopted, as determined on the  basis
that  one Year of Service credited to the Employee under the "Hour  of
Service"  method for such employment shall equal one Year  of  Service
under this S3.2,
     3.2(f)(2)   for the Employee's employment during the  Computation
Period  in  which such amendment is adopted, as determined  under  the
rules in this S3.2 or, if greater, as determined for such period under
the  "Hour  of Service" method as converted to Years of Service  under
the assumption that 365 days equals one Year of Service, and
    3.2(f)(3)  for the Employee's employment after the last day of the
Computation  Period in which such amendment is adopted, as  determined
under the rules in this S3.2.
3.3   Service  Before Effective Date. For participation  purposes  all
periods  of  employment  with the Employer or an  Affiliate  completed
before  the  Employer adopted this Plan or a predecessor  plan  ("pre-
effective  date  employment") shall be included (to  the  extent  such
service  is  not  disregarded under S3.7). For  vesting  purposes  all
periods of pre-effective date employment shall be included unless such
service  is  disregarded  under  S3.7  or  S3.8.  Notwithstanding  the
foregoing, service credit for vesting purposes automatically shall  be
granted  for  pre-effective date employment to the extent required  by
Code  S411(a)  for periods during which the Employer or  an  Affiliate
maintained a predecessor plan.
3.4  Service with Predecessor Employer. All periods of employment with
a  predecessor employer or employers shall be included in  calculating
an  Employee's service to the extent required by Code S414(a)  if  the
Employer  or  an  Affiliate  maintains  a  plan  of  such  predecessor
employer. However, if the Employer or an Affiliate does not maintain a
plan  of  such predecessor employer, periods of employment  with  such
predecessor  employer shall be included in calculating  an  Employee's
service
   3.4(a)   Standard  Option  -  only to  the  extent  required  under
regulations under Code S414(a) or
   3.4(b)   Alternative  -  only  if  so  specified  in  the  Adoption
Agreement.
3.5   Leased  Employees.  A Leased Employee  shall  be  credited  with
service  as  an Employee of the Employer or an Affiliate in accordance
with Code S414(n) or S414(o).
3.6   Service with Affiliates. An Employee shall be credited with  all
service  with any Affiliate and any other entity which is required  to
be aggregated with the Employer under Code S414(o).
3.7  Special Break in Service Rules.
   3.7(a)  Standard Option. Except as provided in S3.7(c) and S8.2, an
Employee who has a Break in Service shall be credited after such Break
in  Service for both participation and vesting purposes with all Years
of Service completed before such Break in Service.
   3.7(b)   Alternative. In addition to the exceptions in S3.7(c)  and
S8.2,  the Employer may specify in the Adoption Agreement that certain
service  completed before a Break in Service may be disregarded  under
one or more of the rules set forth in this S3.7(b).
    3.7(b)(1)  One Year Hold-Out Rule. If the "One Year Hold-Out Rule"
is  specified in the Adoption Agreement for a nonstandardized Plan, an
Employee  who  has a Break in Service (two Breaks in  Service  if  the
Alternative  Maternity/Paternity Rule applies) shall not  be  credited
after  such  Break  in Service for participation purposes  or  vesting
purposes  with  any  Year of Service completed before  such  Break  in
Service  until  the  Employee completes a Year of Service  after  such
Break in Service.
     In  applying this rule for participation purposes, such  Year  of
Service shall be measured by the Computation Period which begins on an
Employee's   "reemployment  commencement  date"  and,  if   necessary,
subsequent Computation Periods beginning
       (i) with the Plan Year which includes the first anniversary  of
the  "reemployment  commencement date"  if  the  standard  Computation
Period in S3.1(b)(3)(i) is specified in the Adoption Agreement, or
      (ii) on anniversaries of the "reemployment commencement date" if
the  alternative Computation Period in S3.1(b)(3)(ii) is specified  in
the Adoption Agreement.
     The  "reemployment commencement date" shall be the first  day  on
which  the  Employee  is  credited with an Hour  of  Service  for  the
performance of duties after the first Computation Period in which  the
Employee  incurs  a  Break  in Service.  If  an  Employee  who  was  a
Participant  before his or her Break in Service completes  a  Year  of
Service   in   accordance   with  this  provision,   such   Employee's
participation  shall  be  reinstated as of  his  or  her  reemployment
commencement date.
    3.7(b)(2)  Pre-Participation Rule. If the "Pre-Participation Rule"
is specified in the Adoption Agreement, an Employee who has a Break in
Service  (two Breaks in Service if the Alternative Maternity/Paternity
Rule   applies)   before  the  Employee  satisfies  the  Participation
Requirement shall not be credited for participation purposes with  any
Year  of Service completed before such Break in Service. However, this
rule  shall only apply if the Participation Requirement for  the  Plan
requires  more  than  one  Year of Service and  the  vesting  schedule
specified  in  the Adoption Agreement provides for full and  immediate
vesting.
     3.7(b)(3)   Rule of Parity. If the "Rule of Parity" is  specified
in the Adoption Agreement, the following rules shall apply:
       (i)  General.  If an Employee does not have any  nonforfeitable
interest   in  the  portion  of  the  Employee's  Account   which   is
attributable  to  Employer  contributions,  the  Employee's  Years  of
Service before a period of consecutive Breaks in Service shall not  be
taken  into account in computing service for participation or  vesting
purposes if the number of consecutive Breaks in Service in such period
equals   or   exceeds  the  greater  of  5  (6  if   the   Alternative
Maternity/Paternity Rule applies) or the aggregate number of Years  of
Service completed before such Breaks in Service ("pre-break service").
Such  pre-break  service  shall  not  include  any  pre-break  service
disregarded under the preceding sentence by reason of prior Breaks  in
Service.
       (ii)  Participation.  If an Employee's  Years  of  Service  are
disregarded under this rule of parity, the Employee shall  be  treated
as  a new Employee for participation purposes. If the Employee's Years
of  Service  are  not disregarded under this rule, the Employee  shall
continue  to  participate in the Plan, or, if the  Employee  separated
from  service,  shall  participate  immediately  upon  the  Employee's
reemployment.
        (iii)  Vesting.  If  a  Participant's  Years  of  Service  are
disregarded  under  this  rule of parity, the Participant's  pre-break
Years of Service shall be disregarded for purposes of determining  the
Participant's nonforfeitable interest in the Participant's  post-break
Employer  Account. If a Participant's pre-break Years of  Service  are
not disregarded under this rule of parity, the Participant's pre-break
Years  of  Service  shall be counted for purposes of  determining  the
Participant's nonforfeitable interest in the Participant's  post-break
Employer Account.
      3.7(b)(4)    Alternative  Maternity/Paternity   Rule.   If   the
"Alternative  Maternity/Paternity Rule" is specified in  the  Adoption
Agreement,   the  special  Maternity/Paternity  rule  set   forth   in
S3.1(a)(2)  shall  not  apply and the minimum  period  of  consecutive
Breaks in Service required to disregard any service or to deprive  any
Employee  of any right under this Plan shall be increased  by  one  as
specified in the parentheticals in this S3.7 and in S8.2.
   3.7(c)   Vesting  on  Reemployment After Break  in  Service.  If  a
Participant  has 5 or more consecutive Breaks in Service  (6  or  more
consecutive  Breaks  in Service if the Alternative Maternity/Paternity
Rule  applies),  all Years of Service completed after such  Breaks  in
Service   shall  be  disregarded  for  purposes  of  determining   the
Participant's  nonforfeitable interest in the Participant's   Employer
Account  and  Matching  Account that accrued  before  such  Breaks  in
Service. Accordingly, as set forth in S8.2, the Employer shall not  be
required  to restore a Forfeiture upon such reemployment.  Unless  the
Adoption   Agreement   specifies  the  Rule  of   Parity,   both   the
Participant's pre-break service and post-break service shall count for
purposes   of   determining  the  nonforfeitable   interest   in   the
Participant's post-break Employer Account and Matching Account. If the
Adoption  Agreement specifies the Rule of Parity and the Participant's
pre-break Years of Service are disregarded under that rule,  then  the
Participant's pre-break Years of Service shall not count for  purposes
of  determining the nonforfeitable interest in the Participant's post-
break  Employer  Account and Matching Account. As  provided  in  S8.2,
separate  accounts shall be maintained for the Participant's pre-break
and post-break Employer Account and Matching Account and such accounts
shall share in Fund Earnings.
  If a Participant does not have 5 consecutive Breaks in Service (6 or
more    consecutive   Breaks   in   Service   if    the    Alternative
Maternity/Paternity  Rule applies), both the  Participant's  pre-break
and  post-break  Years  of  Service shall  count  in  determining  the
nonforfeitable interest in both the pre-break and post-break  Employer
Account  and  Matching Account balance. However, unless  the  Adoption
Agreement  specifies  the  "Alternative to  the  Buy  Back  Rule"  (as
described in S8.2(b)), a Participant's pre-break Employer Account  and
Matching  Account balance shall be zero unless the Participant  repays
any distribution as provided in S8.2(a).
3.8  Service Exclusions for Vesting Purposes.
   3.8(a)  Standard  Option - An Employee shall be credited  with  all
Years  of Service for vesting purposes (to the extent such service  is
not disregarded under S3.7 and S8.2).
   3.8(b)   Alternative  - The Employer may specify  in  the  Adoption
Agreement service which is expressly excluded for vesting purposes.
SECTION 4.  PARTICIPATION
4.1   General  Rule. Each Eligible Employee shall become a Participant
in  this  Plan  on the Entry Date which coincides with or  immediately
follows  the  date  on  which  the  Eligible  Employee  satisfies  the
Participation Requirement (provided he or she is an Eligible  Employee
on such Entry Date).
4.2  Special Rules.
   4.2(a) Pre-Existing Plan. Any Employee who was a participant in the
Pre-Existing Plan on the date immediately preceding the Effective Date
or who would have become a participant in the Pre-Existing Plan on the
Effective  Date  shall become a Participant under this  Plan  on  such
Effective  Date.  However, no contributions shall be  made  by  or  on
behalf  of  such  Participant  unless  the  Participant  is  otherwise
entitled to a contribution under S5.
   4.2(b) Reemployment Before Satisfying Participation Requirement. If
an   Employee   separates  from  service  prior  to   satisfying   the
Participation Requirement and is thereafter reemployed, all employment
completed  by  such  Employee  prior  to  such  separation  shall   be
aggregated   with   such   Employee's   employment   completed   after
reemployment for purposes of satisfying the Participation  Requirement
unless such prior employment is excluded under the rules set forth  in
S3.
   4.2(c) Reemployment After Satisfying Participation Requirement.  If
an  Employee satisfies the Participation Requirement before he or  she
separates from service and the Employee thereafter is reemployed,  the
Employee shall become a Participant on the later of (1) the first  day
he  or  she completes an Hour of Service as an Eligible Employee  upon
reemployment or (2) the first Entry Date following the date  on  which
he  or she satisfies the Participation Requirement. However, any  such
Employee whose prior service is disregarded under S3 shall be  treated
as a new Employee for participation purposes.
   4.2(d)   Status Change. If the status of an Eligible  Employee  for
whom  no  Account is maintained changes to that of an Employee  (other
than an Eligible Employee) and such person's status thereafter changes
back  to  that  of an Eligible Employee, such person  shall  become  a
Participant  on the later of (1) the date the status changes  back  to
that  of  an  Eligible  Employee or (2) the  first  Entry  Date  which
coincides  with  or immediately follows the date on which  he  or  she
satisfies the Participation Requirement.
4.3   Participant Information. Each Participant shall  file  with  the
Plan  Administrator such personal information and  data  as  the  Plan
Administrator deems necessary for the orderly administration  of  this
Plan.
4.4   No  Employment Rights. This Plan is not a contract of employment
and  participation in this Plan shall not give any Employee or  former
Employee the right to be retained in the employ of the Employer or any
Affiliate  or,  upon  termination of  such  employment,  to  have  any
interest or right in the Fund other than as expressly provided in this
Plan.
SECTION 5.  CONTRIBUTIONS
5.1   Profit Sharing Plan. If this Plan is adopted as a Profit Sharing
Plan,  the  Employer  Contribution  made  by  the  Employer  and  each
Participating Affiliate for each Plan Year shall equal such amount, if
any,  as the Board determines in its discretion that the Employer  and
each  Participating Affiliate shall contribute for such year. Employer
Contributions under this S5.1 shall be made
  5.1(a)  Standard Option - from Net Profits or
   5.1(b)   Alternative  - if so specified in the Adoption  Agreement,
without regard to Net Profits. Notwithstanding any such election,  the
Employer  intends that this Plan shall be a "profit-sharing plan"  for
purposes of the Code and ERISA.
5.2   Money Purchase Pension Plan. If this Plan is adopted as a  Money
Purchase  Pension Plan, the Employer Contribution made by the Employer
and each Participating Affiliate for each Plan Year shall be an amount
equal  to  the sum of the contribution for each Active Participant  as
determined under the formula specified in the Adoption Agreement.  The
Forfeitures for each Plan Year shall be
    5.2(a)    Standard  Option  -  applied  to  reduce  the   Employer
Contribution for such Plan Year or
   5.2(b)  Alternative  - if so specified in the  Adoption  Agreement,
allocated  to  the  Employer  Account of each  Active  Participant  in
accordance  with  S6.3(b).  Notwithstanding  any  such  election,  the
Employer  intends  that this Plan shall be a "money  purchase  pension
plan" for purposes of the Code and ERISA.
5.3  401(k) Plan.
   5.3(a)   General.  If this Plan is adopted as a  401(k)  Plan,  the
contributions  made  by the Employer and each Participating  Affiliate
shall  be  determined  in accordance with the elections  made  by  the
Employer  in  the Adoption Agreement and the rules set forth  in  this
S5.3. Contributions made under this S5.3 other than Elective Deferrals
and Employee Contributions shall be made
    5.3(a)(1)  Standard Option - from Net Profits or
    5.3(a)(2) Alternative - if so specified in the Adoption Agreement,
without regard to Net Profits.
   Elective Deferrals and Employee Contributions shall be made without
regard to Net Profits. Notwithstanding any such election, the Employer
intends  that this Plan shall be a "profit-sharing plan" for  purposes
of the Code and ERISA.
   5.3(b)   Matching Contributions. If the Employer specifies  in  the
Adoption  Agreement that Matching Contributions shall be made  to  the
Plan,  the  Employer  and each Participating Affiliate  shall  make  a
Matching  Contribution  for each eligible  Participant  based  on  the
Employee Contributions and Elective Deferrals made by or on behalf  of
such  eligible  Participant in such amount and as of  each  Allocation
Date  as  specified  in  the Adoption Agreement.  Notwithstanding  the
foregoing,
     5.3(b)(1)  for  Plan  Years  beginning  on  or  after  the  Final
Compliance Date, no Matching Contribution shall be made on account  of
a Participant's Elective Deferrals or Employee Contributions which are
Excess Elective Deferrals under S7.3, Excess Contributions under  S7.4
or Excess Aggregate Contributions under S7.5, and
     5.3(b)(2)  for  Plan Years beginning before the Final  Compliance
Date, no Matching Contribution shall be made on account of such excess
amounts unless specified in the formula for Matching Contributions set
forth in the Adoption Agreement.
   5.3(c)  Qualified Matching Contributions. If the Employer specifies
in  the Adoption Agreement that Qualified Matching Contributions shall
be  made  to  the Plan, the Employer and each Participating  Affiliate
shall  make  a  Qualified  Matching  Contribution  for  each  eligible
Participant based on the Employee Contributions and Elective Deferrals
made  by or on behalf of such eligible Participant in such amount  and
as  of  each  Allocation Date as specified in the Adoption  Agreement.
Qualified  Matching Contributions shall be subject  to  the  following
special rules:
      5.3(c)(1)   the  Participant  may  not  elect  to  receive  such
contributions in cash until distributed from the Plan;
     5.3(c)(2)   such contributions shall be completely nonforfeitable
when made;
     5.3(c)(3)   such  contributions shall  be  subject  to  the  same
distribution  and  withdrawal  restrictions  applicable  to   Elective
Deferrals set forth in S9.2(b);
     5.3(c)(4),   for  Plan Years beginning on  and  after  the  Final
Compliance Date, no Qualified Matching Contribution shall be  made  on
account   of   a   Participant's  Elective   Deferrals   or   Employee
Contributions which are Excess Elective Deferrals under  S7.3,  Excess
Contributions under S7.4 or Excess Aggregate Contributions under S7.5;
and
     5.3(c)(5)   for Plan Years beginning before the Final  Compliance
Date,  no Qualified Matching Contribution shall be made on account  of
such  excess  amounts  unless specified in the formula  for  Qualified
Matching Contributions set forth in the Adoption Agreement.
    5.3(d)    Qualified  Nonelective  Contribution.  If  the  Employer
specifies   in  the  Adoption  Agreement  that  Qualified  Nonelective
Contributions  shall  be  made  to the Plan,  the  Employer  and  each
Participating Affiliate shall make Qualified Nonelective Contributions
for each eligible Participant in such amount and as of each Allocation
Date specified in the Adoption Agreement.
   In  addition,  in  lieu  of distributing  Excess  Contributions  as
provided  in S7.4(d) or Excess Aggregate Contributions as provided  in
S7.5(d),  the Employer and each Participating Affiliate may contribute
on  behalf of each Participant who is a Nonhighly Compensated Employee
on the last day of each Plan Year such amount, if any, as the Employer
and  each  Participating Affiliate determine in  their  discretion  to
contribute  for such Plan Year to satisfy the ADP limit of S7.4(b)  or
the  ACP limit of S7.5(b), or both, pursuant to the regulations  under
Code S401(k) and Code S401(m).
    Qualified  Nonelective  Contributions  shall  be  subject  to  the
following special rules:
      5.3(d)(1)   the  Participant  may  not  elect  to  receive  such
contributions in cash until distributed from the Plan;
     5.3(d)(2)   such contributions shall be completely nonforfeitable
when made; and
     5.3(d)(3)   such  contributions shall  be  subject  to  the  same
distribution  and  withdrawal  restrictions  applicable  to   Elective
Deferrals set forth in S9.2(b).
    5.3(e)   Discretionary  Employer  Contribution.  If  the  Employer
specifies  in  the  Adoption  Agreement  that  discretionary  Employer
Contributions  shall be made, the Employer Contribution  made  by  the
Employer  and  each Participating Affiliate for each Plan  Year  shall
equal  such  amount, if any, as the Board determines in its discretion
that  the  Employer and each Participating Affiliate shall  contribute
for such year.
   5.3(f)   Elective  Deferrals.  If the  Employer  specifies  in  the
Adoption   Agreement  that  Elective  Deferrals  may  be  made,   each
Participant who is an Eligible Employee may elect pursuant to  a  cash
or   deferred  election  that  the  Employer  and  each  Participating
Affiliate  make  Elective Deferrals to the Plan on  the  Participant's
behalf in lieu of cash compensation for each pay period ending on  any
date  on or after he or she becomes a Participant and on which  he  or
she  is  an  Eligible  Employee in such amounts as  specified  in  the
Adoption  Agreement. All Elective Deferrals shall be made  exclusively
through  payroll withholding and shall be transferred by the  Employer
or Participating Affiliate to the Trustee as soon as practicable after
the date such Elective Deferrals are withheld.
   5.3(g)  Employee  Contributions. If the Employer specifies  in  the
Adoption  Agreement  that Employee Contributions  may  be  made,  each
Participant  who  is an Eligible Employee may elect to  make  Employee
Contributions to the Plan for each pay period ending on any date on or
after  he  or she becomes a Participant and on which he or she  is  an
Eligible  Employee  in  such  amounts as  specified  in  the  Adoption
Agreement.  All  Employee  Contributions  shall  be  made  exclusively
through  payroll withholding and shall be transferred by the  Employer
or Participating Affiliate to the Trustee as soon as practicable after
the date such Employee Contributions are withheld.
  5.3(h) Election Rules and Limitations.
    5.3(h)(1)  General. The Plan Administrator from time to time shall
establish  and  shall communicate in writing to Participants  who  are
Eligible Employees such reasonable nondiscriminatory deadlines,  rules
and  procedures for making the elections described in this S5.3 as the
Plan  Administrator deems appropriate under the circumstances for  the
proper administration of this Plan. A Participant's election shall  be
made  on  an  Election Form and no election shall be effective  unless
such  Election  Form  is  properly  completed  and  timely  filed   in
accordance with such established deadlines, rules and procedures.  The
Plan  Administrator shall have the right at any time  unilaterally  to
reduce  the  amount  or percentage of Elective Deferrals  or  Employee
Contributions  elected  under  this S5.3  if  the  Plan  Administrator
determines that such reduction is necessary to satisfy the limitations
under S7 of the Plan.
     5.3(h)(2)   Commencement  of Election.  A  Participant's  initial
election  to  make Elective Deferrals or Employee Contributions  under
this  S5.3 for any period of employment may be effective as  early  as
the  Entry Date on which he or she becomes a Participant in the  Plan.
If  a  Participant  does not make a proper election to  make  Elective
Deferrals  or  Employee  Contributions as  of  such  Entry  Date,  the
Participant may thereafter make an election
      (i) Standard Option - effective on any date or
       (ii) Alternative - effective only as of the dates specified  in
the Adoption Agreement.
     A  Participant's election shall remain in effect until revised or
terminated in accordance with this S5.3(h).
     5.3(h)(3)  Revision of Election. An election, once effective, can
thereafter be revised by a Participant
      (i) Standard Option - effective on any date or
       (ii) Alternative - effective only as of the dates specified  in
the Adoption Agreement.
     5.3(h)(4)  Termination of Election. A Participant shall have  the
right to completely terminate an election under this S5.3 at any time,
and any such termination shall become effective as of the first day of
the  first  pay  period following the date he or she  timely  files  a
properly  completed  Election  Form  terminating  such  election.  Any
Participant whose status as an Eligible Employee terminates  shall  be
deemed  to  have  completely terminated his or her election,  if  any,
under  this  S5.3 as of the date the Participant's status as  such  so
terminates.
     5.3(h)(5)  Resumption  after  Termination.  A  Participant  whose
election terminates may thereafter elect to resume contributions under
this S5.3
      (i) Standard Option - effective as of any date, or
       (ii) Alternative - effective only as of the dates specified  in
the Adoption Agreement.
     5.3(h)(6)  Effective Dates of Elections. A Participant's initial,
revised or resumed election shall be effective only if he or she is an
Eligible Employee on the effective date of such elections set forth in
this  S5.3(h).  Elective  Deferrals and  Employee  Contributions  made
pursuant   to  a  Participant's  elections  shall  be  withheld   from
Compensation  which otherwise would be paid on or after the  effective
date  of  such  election and while he or she is an Eligible  Employee.
Under   no  circumstances  shall  a  Participant's  Elective  Deferral
election  apply  to  defer Compensation which has  been  paid  to  the
Participant  or which he or she is currently eligible to  receive  (in
cash or otherwise) at his or her discretion.
   5.3(i) Application of Forfeitures. The Forfeitures attributable  to
Matching Contributions and Employer Contributions shall be
     5.3(i)(1)   Standard  Option - applied  to  reduce  the  Matching
Contributions,   Qualified   Matching  Contributions   and   Qualified
Nonelective    Contributions,   if    any,    in    accordance    with
S6.3(c)(2)(ii)(A) or
    5.3(i)(2) Alternative - if so specified in the Adoption Agreement,
       (i)  allocated to the Employer Account or Matching Account,  as
applicable,   of   each   Active  Participant   in   accordance   with
S6.3(c)(2)(ii)(B)(I), or
       (ii)  for a nonstandardized Plan, allocated in accordance  with
the formula specified in the Adoption Agreement.
5.4  Target Benefit Pension Plan.
  5.4(a)  General. If this Plan is adopted as a Target Benefit Pension
Plan,  the  Employer  Contribution  made  by  the  Employer  and  each
Participating Affiliate for each Plan Year shall be an amount equal to
the   sum   of   the  contributions  required  to  fund  each   Active
Participant's  "Target Benefit" specified in the  Adoption  Agreement.
The  Forfeitures  for each Plan Year shall be applied  to  reduce  the
Employer  Contribution for such Plan Year. Such contribution shall  be
determined  as of the last day of such Plan Year under the  individual
level  premium  funding method, using the interest rate and  mortality
table  specified in the Adoption Agreement, the Participant's  age  on
his  or  her  last birthday and the assumption of a constant  rate  of
future Compensation, in accordance with the following:
     5.4(a)(1)  Step 1. If the Participant has not reached the  Plan's
Normal  Retirement  Age, calculate the present value  of  the  "Target
Benefit"  specified  in  the  Adoption Agreement  by  multiplying  the
"Target  Benefit"  by  the product of (1) the applicable  factor  from
Table  I(a)  or  (b), whichever is appropriate, in Exhibit  A  to  the
Adoption Agreement and (2) the applicable factor from Table III(a)  or
(b), whichever is appropriate, in Exhibit A to the Adoption Agreement.
If  the Participant is at or beyond the Plan's Normal Retirement  Age,
calculate the present value of the "Target Benefit" specified  in  the
Adoption  Agreement  by  multiplying  the  "Target  Benefit"  by   the
applicable  factor from Table IV(a) or (b), whichever is  appropriate,
in Exhibit A to the Adoption Agreement.
     5.4(a)(2)   Step 2. Calculate the excess, if any, of  the  amount
determined in Step 1 over the theoretical reserve.
    5.4(a)(3)  Step 3. Amortize the result in Step 2 by multiplying it
by  the  applicable factor from Table II in Exhibit A to the  Adoption
Agreement.  For the Plan Year in which the Participant attains  Normal
Retirement Age and for subsequent Plan Years, the applicable factor is
1.0.
   5.4(b)   Theoretical  Reserve.  For  purposes  of  this  S5.4,  the
theoretical reserve is determined as follows:
     5.4(b)(1)  A Participant's theoretical reserve as of the last day
of  the  first Plan Year in which the Participant participates in  the
Plan,  and  as of the last day of the first Plan Year after  any  Plan
Year  in  which  the Plan either did not satisfy the  safe  harbor  in
S1.401(a)(4)-8(b)(3) of the Federal Income Tax Regulations or was  not
a  Prior  Safe Harbor Plan, is zero. In all other cases, in the  first
Plan  Year  in which this theoretical reserve provision is adopted  or
made  effective,  if  later, as specified in  the  Adoption  Agreement
("year 1"), the initial theoretical reserve is determined as follows:
       (i)  Calculate as of the last day of the Plan Year  immediately
preceding year 1 the present value of the "Target Benefit", using  the
actuarial   assumptions,  the  provisions  of  the   Plan,   and   the
Participant's  Average Annual Compensation as of such date;  provided,
however, for a Participant who is beyond Normal Retirement Age in year
1,  the straight life annuity factor used for such determination shall
be the factor applicable for such Normal Retirement Age.
       (ii)  Calculate as of the last day of the Plan Year immediately
preceding  year  1 the present value of future Employer Contributions,
i.e.,  the  contributions  due  each Plan  Year  using  the  actuarial
assumptions, the provisions of the Plan (disregarding those provisions
of  the Plan providing for the limitations of Code S415 or the minimum
contributions  under Code S416), and the Participant's Average  Annual
Compensation as of such date, beginning with year 1 through the end of
the Plan Year in which the Participant attains Normal Retirement Age.
       (iii)   Subtract the amount determined in clause (ii) from  the
amount determined in clause (i).
      5.4(b)(2)    Accumulate  the  initial  theoretical  reserve   in
S5.4(b)(1) and the Employer Contribution (as limited by Code S415, but
without regard to any required minimum contributions under Code  S416)
for  each Plan Year beginning in year 1 up through the last day of the
current  Plan  Year  (excluding contributions, if any,  made  for  the
current Plan Year) using the Plan's interest assumption in effect  for
each such year. In any Plan Year following the Plan Year in which  the
Participant  attains  Normal  Retirement  Age,  the  accumulation   is
calculated assuming an interest rate of 0%.
     5.4(b)(3)  The calculations in this S5.4(b) shall be made  as  of
the  last day of each Plan Year, on the basis of the Participant's age
on  his  or her last birthday and the interest rate in effect  on  the
last day of the prior Plan Year.
    5.4(c)  Past  Service  Credits.  If  the  Plan  is  adopted  as  a
standardized Plan, upon initial adoption of this Plan or upon  a  Plan
amendment which is effective on or after the Final Compliance Date, no
more  than  5  years of credit shall be granted for service  completed
before the effective date of such adoption or amendment, and any  such
past  service  credit  shall be granted on  a  uniform  basis  to  all
Participants in the Plan on such effective date.
   5.4(d)  TRA 86 Amendment. A Participant's Account balance shall not
be  reduced as a result of an amendment to this Plan or a Pre-Existing
Plan  to  satisfy  the  requirements of TRA 86.  To  the  extent  that
contributions actually made on a Participant's behalf for  Plan  Years
beginning after December 31, 1988 exceed the contributions that  would
have been required under the formula as effective for such years as  a
result of the amendment of this Plan or a Pre-Existing Plan to satisfy
TRA  86, such excess shall be applied to offset contributions required
to  such Participant's Account for Plan Years beginning after the date
such  TRA 86 amendment is adopted or, if later, the date such  TRA  86
amendment is effective consistent with ERISA S204(h).
   5.4(e)  Special Definitions and Rules. The special definitions  and
rules  in  this  S5.4(e) shall apply for purposes of  determining  the
Employer Contributions under a Target Benefit Pension Plan.
     5.4(e)(1)   Cumulative Disparity Limit. For a Plan  with  a  Unit
Benefit  Formula, a Participant's Cumulative Disparity Limit is  equal
to 35 minus (1) the number of the Participant's Years of Participation
under this Plan during which this Plan did not satisfy the safe harbor
for target benefit plans in S1.401(a)(4)-8(b)(3) of the Federal Income
Tax  Regulations  or was not a Prior Safe Harbor  Plan,  and  (2)  the
number  of years during which the Participant participated in  one  or
more  qualified  plans  or  simplified  employee  pension  plans  ever
maintained by the Employer (other than years counted in clause (1)  or
counted    toward   a   Participant's   total   Years   of   Projected
Participation).  The  Cumulative Disparity Limit shall  be  determined
taking  into  account only those Years of Participation in  this  Plan
beginning  after  December 31, 1988 when this Plan had  an  integrated
benefit  formula  and  those  years of  participation  in  such  other
qualified plans and simplified employee pension plans beginning  after
December  31, 1988 during which the Participant actually  received  an
allocation under an integrated defined contribution plan (other than a
target  benefit  pension  plan),  during  which  the  Participant  was
eligible  to  receive  a benefit under an integrated  defined  benefit
pension plan or an integrated target benefit pension plan), or  during
which  the  Participant received an allocation or  accrued  a  benefit
under a plan which imputed permitted disparity pursuant to S1.401(a)-7
of the Federal Income Tax Regulations.
    5.4(e)(2)  Cumulative Disparity Reduction. For a Plan with a Fixed
Benefit Formula, the Excess Benefit Percentage will further be reduced
as  set  forth in this S5.4(e)(2) for a Participant with more than  35
"cumulative  disparity years."  A Participant's "cumulative  disparity
years"  consist  of the sum of (1) the Participant's  total  Years  of
Projected  Participation, (2) the Participant's Years of Participation
during  which  this  Plan did not satisfy the safe harbor  for  target
benefit  plans  in  regulations S1.401(a)(4)-8(b)(3)  of  the  Federal
Income  Tax Regulations or was not a Prior Safe Harbor Plan,  and  (3)
the  number of years during which the Participant participated in  one
or  more  qualified  plans or simplified employee pension  plans  ever
maintained  by  the Employer (other than years in clause  (1)  or  (2)
above);  provided  that  the  cumulative  disparity  years  shall   be
determined  taking into account only those Years of  Participation  in
this  Plan  beginning after December 31, 1988 when this  Plan  had  an
integrated  benefit formula and those years of participation  in  such
other  qualified plans and simplified employee pension plans beginning
after December 31, 1988 during which the Participant actually received
an  allocation  under an integrated defined contribution  plan  (other
than a target benefit pension plan), during which the Participant  was
eligible  to  receive  a benefit under an integrated  defined  benefit
pension plan (or an integrated target benefit pension plan), or during
which  the  Participant received an allocation or  accrued  a  benefit
under a plan which imputed permitted disparity pursuant to S1.401(a)-7
of the Federal Income Tax Regulations.
    If this Cumulative Disparity Reduction applies, the Excess Benefit
Percentage will be reduced as follows:
       (A) Subtract the Participant's Base Benefit Percentage from the
Participant's   Excess  Benefit  Percentage  (after  modification   as
required in the Adoption Agreement for less than 35 Years of Projected
Participation).
       (B)  Multiply the results determined in (A) by a fraction  (not
less  than 0), the numerator of which is 35 minus the sum of the years
in  clauses  (2)  and (3) of this S5.4(e)(2), and the  denominator  of
which is 35.
       (C) The Participant's Excess Benefit Percentage is equal to the
sum   of  the  result  in  (B)  and  the  Participant's  Base  Benefit
Percentage, as otherwise modified in the Adoption Agreement.
     5.4(e)(3)   Current  Stated Benefit. Each  Participant's  Current
Stated Benefit will be the product of (1) the amount derived from  the
formula  specified in the Adoption Agreement, and (2) a fraction,  the
numerator   of  which  is  the  Participant's  number  of   Years   of
Participation  from the latest Fresh-Start Date (if any)  through  and
including  the  later  of  the year in which the  Participant  attains
Normal Retirement Age or the current Plan Year, and the denominator of
which is the Participant's total Years of Projected Participation.  If
this Plan has not had a Fresh-Start Date, such fraction will equal 1.0
for  all Participants. In any event, for those Participants who  first
participated  in  the  Plan after the latest  Fresh-Start  Date,  such
fraction will equal 1.0. For purposes of determining the numerator  of
the  fraction  described in clause (2), only those current  and  prior
years   during  which  a  Participant  was  eligible  to   receive   a
contribution under the Plan will be taken into account.
     5.4(e)(4)  Fresh-Start Date. Fresh-Start Date means the last  day
of  a  Plan Year preceding a Plan Year for which provisions that would
affect  the  amount  of  the Current Stated Benefit  are  amended.  If
applicable,  the  latest  Fresh-Start  Date  of  the  Plan  shall   be
designated in the Adoption Agreement.
     5.4(e)(5)  Frozen Accrued Stated Benefit. A Participant's  Frozen
Accrued  Stated Benefit is determined as of the Plan's  latest  Fresh-
Start  Date  as  if  the Participant terminated  employment  with  the
Employer as of that date, without regard to any amendment made to  the
Plan after that date except as permitted under regulations.
     A  Participant's Frozen Accrued Stated Benefit is  equal  to  the
amount  of  the Current Stated Benefit in effect on the latest  Fresh-
Start  Date  that a Participant has accrued as of that date,  assuming
that  such  Current Stated Benefit accrues ratably from  the  year  in
which  the Participant first participated in this Plan (or, if  later,
the  immediately preceding Fresh-Start Date under this  Plan)  through
and  including  the Plan Year in which the Participant attains  Normal
Retirement Age.
     The  amount of the Current Stated Benefit in effect on the latest
Fresh-Start Date that a Participant is assumed to have ratably accrued
is  determined  by  multiplying the Plan's Current Stated  Benefit  in
effect  on  that  date by a fraction, the numerator of  which  is  the
number  of  Years of Participation from the later of the Participant's
first  Year of Participation in this Plan or the immediately preceding
Fresh-Start Date (if any) through and including the year that contains
the  latest  Fresh-Start Date, and the denominator  of  which  is  the
number  of  Years of Participation from the later of the Participant's
first  Year of Participation in this Plan or the immediately preceding
Fresh-Start Date (if any) through and including the later of the  year
in  which the Participant attains Normal Retirement Age or the current
Plan  Year.  For  purposes  of this paragraph,  only  those  Years  of
Participation  during which a Participant was eligible  to  receive  a
contribution under the Plan will be taken into account.
      If  this  Plan  has  had  a  preceding  Fresh-Start  Date,  each
Participant's  Frozen Accrued Stated Benefit as of the  latest  Fresh-
Start  Date  will  equal the sum of the amount of the  Current  Stated
Benefit in effect on the latest Fresh-Start Date that a Participant is
assumed  to  have ratably accrued as of that date under the  preceding
paragraph, and the Frozen Accrued Stated Benefit determined as of  the
preceding Fresh-Start Date(s).
     If (1) the Current Stated Benefit formula in effect on the latest
Fresh-Start Date was not expressed as a straight life annuity for  all
Participants, and/or (2) the Normal Retirement Age for any Participant
on  the latest Fresh-Start Date was greater than the Normal Retirement
Age  for that Participant under the Current Stated Benefit formula  in
effect  after  the latest Fresh-Start Date, the Frozen Accrued  Stated
Benefit  will be converted to an actuarially equivalent straight  life
annuity  commencing at the Participant's Normal Retirement  Age  under
the  Current Stated Benefit formula in effect after the latest  Fresh-
Start  Date,  using  the actuarial assumptions  in  effect  under  the
Current  Stated  Benefit formula in effect on the  latest  Fresh-Start
Date.
Notwithstanding the above, if in the immediately preceding  Plan  Year
this Plan did not satisfy the safe harbor for target benefit plans  in
S1.401(a)(4)-8(b)(3) of the Federal Income Tax Regulations or was  not
a  Prior  Safe Harbor Plan, the Frozen Accrued Stated Benefit for  any
Participant  in  the Plan, determined for the next  Plan  Year  during
which  S1.401(a)(4)-8(b)(3) of the Federal Income Tax  Regulations  is
satisfied until the year following the next Fresh-Start Date, if  any,
will be zero.
     5.4(e)(6)  Maximum Excess Allowance. The Maximum Excess Allowance
is equal to the lesser of the Base Benefit Percentage or
       (1)  for  a  Plan with a Unit Benefit Formula,  the  Applicable
Factor determined from Table A or Table B in Exhibit B to the Adoption
Agreement, and
       (2)  for  a  Plan with a Fixed Benefit Formula,  35  times  the
Applicable Factor determined from Table A or Table B in Exhibit  B  to
the Adoption Agreement.
    5.4(e)(7)  Overall Permitted Disparity Limit. If for any Plan Year
this  Plan  benefits any Participant who also benefits  under  another
qualified plan or simplified employee pension plan maintained  by  the
Employer  that provides for permitted disparity (or imputes  permitted
disparity), the Current Stated Benefit for all Participants under this
Plan  will be equal to the Excess Benefit Percentage set forth in  the
Adoption Agreement multiplied times
       (1)  for  a Plan with a Unit Benefit Formula, the Participant's
total  Average Annual Compensation times the Participant's total Years
of  Projected  Participation under the Plan up to  the  maximum  total
Years  of Projected Participation specified in the Adoption Agreement,
and
       (2)  for a Plan with a Fixed Benefit Formula, the Participant's
total Average Annual Compensation (prorated for years less than 35).
       If  this paragraph is applicable, this Plan will have a  Fresh-
Start Date on the last day of the Plan Year preceding the Plan Year in
which  this  paragraph is first applicable. In  addition,  if  in  any
subsequent Plan Year this Plan no longer benefits any Participant  who
also  benefits under another plan of the Employer, this Plan will have
a Fresh-Start Date on the last day of the Plan Year preceding the Plan
Year in which this paragraph is no longer applicable.
     5.4(e)(8)  Prior Safe Harbor Plan. Prior Safe Harbor Plan means a
Plan  adopted and in effect on September 19, 1991, that satisfied  the
applicable nondiscrimination requirements for target benefit plans  on
that  date and in all prior periods (taking into account no amendments
to  the Plan after September 19, 1991, other than amendments necessary
to satisfy Code S401(1)).
     5.4(e)(9)  Year of Participation - means each Year of Service (as
determined  in  the  same  manner as a Year  of  Service  for  vesting
purposes)  completed after the Participant first becomes a Participant
in this Plan or the Pre-Existing Plan.
     5.4(e)(10)  Years  of Projected Participation.  For  purposes  of
determining  a  Participant's Current Stated Benefit, a  Participant's
total  Years of Projected Participation under the Plan is the  sum  of
the  Participant's total number of Years of Participation  under  this
Plan  for the years this Plan consecutively satisfies the safe  harbor
for target benefit plans in S1.401(a)(4)-8(b)(3) of the Federal Income
Tax  Regulations  or  was  a Prior Safe Harbor  Plan,  if  applicable,
projected  through the later of the end of the Plan Year in which  the
Participant  attains Normal Retirement Age or the end of  the  current
Plan Year. For purposes of determining a Participant's total Years  of
Projected  Participation, only those current and  prior  years  during
which  a Participant was eligible to receive a contribution under  the
Plan will be taken into account.
5.5  Rollover Contributions.
  5.5(a)  Standard Option - An Eligible Employee may contribute on his
or  her  own  behalf  (or  elect  a direct  transfer  of)  a  Rollover
Contribution to the Fund, provided (1) such contribution shall be made
(or  transferred)  in  cash or in a form which is  acceptable  to  the
Trustee,  (2) such contribution shall be made in accordance with  such
rules as the Plan Administrator and the Trustee deem appropriate under
the  circumstances, and (3) if so specified in the Adoption Agreement,
no  Rollover Contribution may be made prior to the Entry Date on which
the Eligible Employee becomes a Participant in this Plan.
   5.5(b)   Alternative  - The Employer may specify  in  the  Adoption
Agreement that no Rollover Contributions may be made.
5.6   No  Employee  or  Matching Contributions. Unless  this  Plan  is
adopted  as  a  401(k) Plan which permits Employee  Contributions,  no
nondeductible  employee  contributions or matching  contributions  (as
defined  in  Code S401(m)) shall be made to this Plan after  the  Plan
Year  in which this Plan is adopted by the Employer. Any nondeductible
employee  contributions and matching contributions made under  a  Pre-
Existing  Plan  or under this Plan (in accordance with  the  preceding
sentence)  for Plan Years beginning after December 31, 1986  shall  be
subject to the nondiscrimination limitations under Code S401(m) as set
forth in S7.5.
5.7   No  Deductible  Voluntary Employee Contributions.  No  voluntary
deductible  employee contributions shall be made to this  Plan  for  a
taxable   year  beginning  after  December  31,  1986.  Any  voluntary
deductible employee contributions made under a Pre-Existing Plan prior
to  such  date  shall be maintained in a separate account  under  this
Plan.  Such  account shall be nonforfeitable at all  times  and  shall
share in the Fund Earnings in the same manner as described in S6.2. No
part of such account shall be used to purchase life insurance. Subject
to  S10,  Joint  and Survivor Annuity Requirements (if applicable),  a
Participant  may  withdraw  any part of  the  Participant's  voluntary
deductible   employee  contribution  account  by  making   a   written
application to the Plan Administrator.
5.8  General Rules Applicable to All Contributions.
   5.8(a)  Limitations on Contributions. The contributions made  under
this  S5  and the allocation of those contributions under S6 shall  be
subject  to the limitations set forth in the Adoption Agreement,  this
S5 and S7.
   5.8(b)   Code S415.  The contributions for any Plan Year shall  not
(based  on the Employer's understanding of the facts at the  time  the
contribution is made) exceed the total amount allocable for such  year
among the Accounts of all Participants in light of the restrictions in
Code S415 as set forth in S7.2. If a suspense account as described  in
S7.2(b)  is  in  existence at any time during a particular  Limitation
Year  (1)  no Employer Contribution shall be made for such  Limitation
Year  if  (based on the Employer's understanding of the facts  at  the
time  the contribution is made) the allocation of the amount  in  such
suspense  account would be precluded by Code S415 for such  Limitation
Year  and (2) if this Plan is adopted as a Money Purchase Pension Plan
or  a  Target Benefit Pension Plan, the Employer Contribution required
under this S5 shall be reduced by the amount in such suspense account.
   5.8(c)  Code S416. If this Plan is a Top-Heavy Plan (as defined  in
'12)  for  any Plan Year, the minimum allocation required  under  Code
S416 shall be made in accordance with S12.
   5.8(d)   Leased  Employees. Contributions  or  benefits  which  are
provided by a leasing organization on behalf of a Participant who is a
Leased  Employee and which are attributable to services  performed  by
such  Participant for the Employer or a Participating Affiliate  shall
be  credited against the contribution, if any, due to be allocated  to
such Participant under this Plan in accordance with Code S414(n).
  5.8(e)  Owner-Employees.
     5.8(e)(1)   General.  If  this  Plan  provides  contributions  or
benefits for one or more Owner-Employees who control the Employer or a
Participating Affiliate, then
      (i) if such Owner-Employee, or Owner-Employees, also control one
or more other trades or businesses,
         (A) this Plan and the plans established for such other trades
or  businesses  shall,  when  viewed as a  single  plan,  satisfy  the
applicable  requirements  of Code S401(a) and  Code  S401(d)  for  the
employees  of  the  Employer or the Participating Affiliate  and  such
other trades or businesses, and
         (B) the employees of such other trades or businesses shall be
included in a plan which satisfies the applicable requirements of Code
S401(a) and Code S401(d) and which provides contributions and benefits
which are at least as favorable as those provided under this Plan  for
such Owner-Employees, or
       (ii)  if  such  Owner-Employee is covered as an  owner-employee
(within the meaning of Code S401(c)(3)) under the plans of two or more
other trades or businesses which such Owner-Employee does not control,
then the contributions or benefits provided under this Plan must be at
least as favorable as those provided for such Owner-Employee under the
most favorable plan of such other trade or business.
     5.8(e)(2)   Control.  For  purposes of this  S5.8(e),  an  Owner-
Employee, or two or more such Owner-Employees, shall be considered  to
control  a  trade or business if such Owner-Employee, or  such  Owner-
Employees together,
       (i)  own  the  entire  interest in an unincorporated  trade  or
business, or
       (ii)  in the case of a partnership, own more than 50% of either
the capital interest or the profits interest in such partnership. Such
Owner-Employee,  or such Owner-Employees, shall be treated  as  owning
any  interest in a partnership which is owned, directly or indirectly,
by  a  partnership which is controlled by such Owner-Employee, or such
Owner-Employees, within the meaning of clause (ii).
SECTION 6.  ALLOCATIONS TO ACCOUNTS
6.1   Establishment and Maintenance of Accounts. An Account  shall  be
established and maintained for each Participant under the Plan and the
Plan  Administrator  shall establish reasonable  and  nondiscretionary
procedures   under  which  (a)  any  Forfeitures,  insurance   premium
payments, loans, withdrawals, distributions and other charges properly
allocable to such Account shall be debited from such Account  and  (b)
any   insurance  contract  dividends,  insurance  contract   surrender
proceeds, loan repayments and other amounts properly allocable to such
Account  (other  than amounts described in S6.2  and  S6.3)  shall  be
credited to such Account.
6.2 Allocation of Fund Earnings.
   6.2(a)  General. As of each Valuation Date the fair market value of
the  Fund  and  the Fund Earnings for the period which  ends  on  such
Valuation  Date  shall  be determined. Such  Fund  Earnings  shall  be
allocated (and posted) among all Accounts in the proportion  that  the
balance  in each such Account (determined in accordance with  S6.2(b))
bears  to  the total balance in all such Accounts in order  that  each
Account   shall   proportionately  benefit  from   any   earnings   or
appreciation in the value of the Fund assets in which such Account  is
invested or proportionately suffer any losses or depreciation  in  the
value of the Fund assets in which such Account is invested. Subject to
S13,  each Participant shall have a ratable interest in all assets  of
the Fund.
    6.2(b)   Allocation  Procedures.  The  Plan  Administrator   shall
establish nondiscretionary allocation procedures for purposes  of  the
allocation of Fund Earnings under S6.2(a), which procedures  shall  be
set forth in writing with the records of this Plan. If so specified in
such procedures, the balance in each Account shall be determined after
adjusting for all or a portion of the contributions and other  amounts
credited to or debited from such Account since the preceding Valuation
Date.  Further,  if  so provided in such allocation  procedures,  Fund
Earnings shall not be allocated to any Forfeiture or to the balance in
any suspense account described in S7.2(b).
6.3   Allocation  of  Contributions and Forfeitures.  Subject  to  the
limitations  in  S7, the Forfeitures (and any amount deemed  to  be  a
Forfeiture  under the terms of this Plan) and the contributions  shall
be allocated (and posted) in accordance with the following rules:
  6.3(a)  Profit Sharing Plan.
     6.3(a)(1)   Nonintegrated. If this Plan is adopted  as  a  Profit
Sharing Plan and the nonintegrated allocation formula is specified  in
the  Adoption Agreement, the Forfeitures and the Employer Contribution
for  each Plan Year shall be allocated (and posted) as of the last day
of  such  Plan Year to the Employer Account of each Active Participant
in the same ratio that each Active Participant's Compensation for such
Plan  Year  bears to the total Compensation of all Active Participants
for such Plan Year.
     6.3(a)(2)   Integrated.  If this Plan is  adopted  as  an  Profit
Sharing Plan and the integrated allocation formula is specified in the
Adoption  Agreement,  the  Forfeitures and the  Employer  Contribution
shall  be allocated (and posted) as of the last day of each Plan  Year
to  the Employer Account of each Active Participant in accordance with
the following:
       (i) Step One - First, the lesser of (A) the sum of the Employer
Contribution and Forfeitures for such Plan Year or (B) the Integration
Amount  for such Plan Year shall be allocated to the Employer  Account
of each Active Participant in the same ratio that the sum of the total
Compensation  and Excess Compensation of each Active  Participant  for
such  Plan Year bears to the sum of the total Compensation and  Excess
Compensation of all Active Participants for such Plan Year.
       (ii) Step Two - Second, the remaining Employer Contribution and
the  Forfeitures, if any, for such Plan Year shall be allocated to the
Employer Account of each Active Participant (whether or not he or  she
had   Excess  Compensation)  in  the  same  ratio  that  each   Active
Participant's total Compensation for such Plan Year bears to the total
Compensation of all Active Participants for such Plan Year.
      (iii) Special Definitions - For purpose of this S6.3(a)(2),
         (A)  "Integration Amount" means the product of (1) the  total
Compensation  and  the  total  Excess  Compensation  of   all   Active
Participants  and  (2)  the Integration Percentage  specified  in  the
Adoption  Agreement, but in no event shall the Integration  Percentage
exceed  the  Maximum Disparity Rate for any Plan Year beginning  after
December 31, 1988.
         (B)  "Excess  Compensation" means the amount, if  any,  of  a
Participant's  Compensation  for such  Plan  Year  which  exceeds  the
Integration Level for such Plan Year.
       (iv)  Top-Heavy. If this Plan is a Top-Heavy Plan for any  Plan
Year, the allocation formula in S12.3(h)(1) shall apply in lieu of the
formula in this S6.3(a)(2) for such Plan Year.
   6.3(b)  Money Purchase Pension Plan. If this Plan is adopted  as  a
Money   Purchase  Pension  Plan,  the  Forfeitures  and  the  Employer
Contribution actually made under S5.2 (as adjusted, if applicable,  in
accordance  with S12.3(h)(2) for a Top-Heavy Plan) shall be  allocated
(and  posted)  as  of the last day of each Plan Year to  the  Employer
Account  of  each  Active Participant in accordance with  the  formula
specified  in  the Adoption Agreement. If Forfeitures are  applied  to
reduce  the Employer Contribution and the Forfeitures available  under
S8.2(e)  for  any Plan Year exceed the contribution specified  in  the
Adoption Agreement for such Plan Year, such excess shall be held in  a
separate  account  and shall be applied in full  as  a  Forfeiture  to
offset  such  contributions  in  the  future  until  such  account  is
exhausted  under this S6.3(b). If Forfeitures are to be  allocated  to
Active  Participants, such Forfeitures shall be allocated (and posted)
to  the Employer Account of each Active Participant in the same  ratio
that  such Active Participant's Compensation for such Plan Year  bears
to  the  total Compensation of all such Active Participants  for  such
Plan Year.
   6.3(c)   401(k)  Plan. If this Plan is adopted as  a  401(k)  Plan,
Forfeitures and contributions made under S5.3 shall be allocated  (and
posted) in accordance with the following:
       6.3(c)(1)   Elective  Deferrals  and  Employee   Contributions.
    Elective  Deferrals made on a Participant's behalf for the  period
    ending   on  each  Valuation  Date  shall  be  credited   to   the
    Participant's Elective Deferral Account as of such Valuation  Date
    and  the  Employee  Contributions made by a Participant  for  such
    period shall be credited to the Participant's Employee Account  as
    of such Valuation Date.
      6.3(c)(2)    Matching  Contributions  and   Qualified   Matching
Contributions.
       (i)  Allocation. Matching Contributions and Qualified  Matching
Contributions made on a Participant's behalf shall be credited to  the
Participant's   Matching  Account  and  Qualified  Matching   Account,
respectively,
        (A) Standard Option - as of the last day of each Plan Year or
        (B) Alternative - only as of each Allocation Date specified in
the Adoption Agreement.
       (ii) Forfeitures. Forfeitures attributable to Matching Accounts
shall  be allocated or applied in accordance with the following rules;
provided,    no   Forfeitures   attributable   to   Excess   Aggregate
Contributions under S7.5(d) shall be allocated to the Account  of  any
Highly Compensated Employee:
         (A)  Forfeitures  to  Reduce Matching Contribution  (Standard
Option).  Forfeitures  attributable  to  Matching  Accounts  shall  be
applied  to  reduce  the  Matching Contributions  for  the  applicable
Allocation Date (as specified in S8.2 and the Adoption Agreement).  If
the  Forfeitures  exceed the Matching Contribution  specified  in  the
Adoption Agreement for any Allocation Date, such excess shall be  held
in  a separate account and shall be applied in full as a Forfeiture to
offset  Matching  Contributions as of the next  Allocation  Date  (and
succeeding Valuation Dates) until such account is exhausted under this
S6.3(c)(2).
        (B) Forfeitures to be Allocated (Alternative). If so specified
in  the  Adoption  Agreement,  Forfeitures  attributable  to  Matching
Accounts shall be allocated (and posted)
       (I)   as  of  the  last day of such Plan Year to  the  Matching
Account of each Active Participant in the same ratio that such  Active
Participant's  Compensation for such Plan  Year  bears  to  the  total
Compensation of all such Active Participants for such Plan Year, or
       (II)   in accordance with the formula specified in the Adoption
Agreement for a nonstandardized Plan.
      6.3(c)(3)    Qualified   Nonelective  Contributions.   Qualified
Nonelective  Contributions made on behalf of a  Participant  shall  be
credited to the Participant's Qualified Nonelective Account
      (i) Standard Option - as of the last day of each Plan Year or
       (ii) Alternative - only as of each Allocation Date specified in
the Adoption Agreement.
    6.3(c)(4)  Discretionary Employer Contribution.
       (i)  Allocation.  As  of the last day of each  Plan  Year,  the
Employer  Contribution, if any, for such Plan Year shall be  allocated
(and posted) to the Employer Account of each Active Participant
        (A) Standard Option - in the nonintegrated method described in
S6.3(a)(1).
         (B)  Alternative - if so specified in the Adoption Agreement,
in the integrated method described in S6.3(a)(2).
       (ii) Forfeitures. Forfeitures attributable to Employer Accounts
shall be allocated or applied in accordance with the following:
         (A)  Standard  Option. Forfeitures attributable  to  Employer
Accounts  shall be allocated (and posted) as of the last day  of  each
Plan  Year to the Employer Account of each Active Participant  in  the
same manner as the Employer Contribution under S6.3(c)(4)(i).
         (B)  Alternative. If so specified in the Adoption  Agreement,
Forfeitures attributable to Employer Accounts shall be
      (I) applied to reduce Matching Contributions, Qualified Matching
Contributions   and  Qualified  Nonelective  Contributions   for   the
applicable  Allocation  Date (as specified in S8.2  and  the  Adoption
Agreement) and succeeding Allocation Dates, if necessary, or
       (II)  allocated  (and posted) in accordance  with  the  formula
specified in the Adoption Agreement for a nonstandardized Plan.
   6.3(d)  Target Benefit Pension Plan. If this Plan is adopted  as  a
Target   Benefit  Pension  Plan,  the  Forfeitures  and  the  Employer
Contribution  actually made under S5.4 for each  Plan  Year  shall  be
allocated  (and posted) as of the last day of each Plan  Year  to  the
Employer  Account  of  each Active Participant  as  specified  in  the
Adoption  Agreement.  The  Forfeitures for each  Plan  Year  shall  be
applied  to  reduce the Employer Contribution for such Plan  Year.  If
Forfeitures  for  any  Plan  Year exceed  the  Employer  Contributions
determined under S5.4 for such Plan Year, such excess shall be held in
a  separate  account and shall be applied in full to  offset  Employer
Contributions in the future until such account is exhausted under this
S6.3(d).
   6.3(e)   Top Heavy Minimum Allocation. If this Plan is a  Top-Heavy
Plan  (as defined in S12), the minimum allocation required to be  made
under  this Plan under S12.3, if any, shall be allocated (and  posted)
as  of  the  last day of the Plan Year (1) to the Employer Account  of
each  Participant  who is not an Active Participant  but  for  whom  a
minimum  allocation  is required under S12.3 and (2)  to  each  Active
Participant for whom a minimum allocation is required to  be  made  in
this  Plan  under S12.3 to the extent such minimum allocation  is  not
otherwise satisfied by the allocation under this S6.3. If this Plan is
adopted  as a Profit Sharing Plan, the minimum allocation may be  made
by  reallocating  the Employer Contribution and Forfeitures  allocated
under  S6.3(a)  in  a  manner  which  satisfies  this  S6.3(e)  or  by
contributing   an  additional  amount  which  will  be  allocated   in
accordance  with  this S6.3(e). If this Plan is  adopted  as  a  Money
Purchase Pension Plan, a Target Benefit Pension Plan or a 401(k) Plan,
an  additional  Employer Contribution shall be made  to  satisfy  this
S6.3(e).
   6.3(f)   Rollover Contributions. Rollover Contributions made  by  a
Participant during the period ending on each Valuation Date  shall  be
credited to the Participant's Rollover Contribution Account as of such
Valuation Date.
6.4   Allocation Report. The Plan Administrator shall maintain records
of  the allocations and adjustments made to Accounts under this S6 and
shall  at  least annually prepare and forward to each such Participant
and  Beneficiary  a  statement which shows the  new  balance  in  such
person's Account.
6.5  Allocation Corrections. If an error or omission is discovered  in
any  Account, then as of the first Valuation Date in the Plan Year  in
which  the  error  or  omission is discovered, the Plan  Administrator
shall  make  (and  post) an adjustment to such  Account  as  the  Plan
Administrator  deems necessary to remedy in an equitable  manner  such
error or omission.
SECTION 7.  STATUTORY LIMITATIONS ON ALLOCATIONS
7.1  Effective Date. Except as otherwise expressly provided,  this  S7
shall  be  effective retroactive to Plan Years beginning on  or  after
January 1, 1987.
7.2  Limitations on Annual Additions Under Code S415.
   7.2(a)   Special Definitions. For purposes of this S7.2, the  terms
defined  in  this S7.2(a) shall have the meanings shown opposite  such
terms.
     7.2(a)(1) Annual Additions - means for each Participant  for  any
Limitation Year
       (i)  the  sum  of the employer contributions, forfeitures,  and
nondeductible employee contributions creditable (without regard to the
application of this S7.2) to the Participant's account under this Plan
or  under  any other defined contribution plan (including a Master  or
Prototype  Plan  and  any  defined benefit  plan  which  provides  for
employee contributions) maintained by the Employer for such Limitation
Year; and for this purpose, any Excess Amount allocated under S7.2(b),
any  Excess  Elective  Deferrals under S7.3  (unless  such  excess  is
distributed  by  the  deadline  set  forth  in  S7.3(d)),  any  Excess
Contributions under S7.4 and any Excess Aggregate Contributions  under
S7.5 shall be considered Annual Additions for such Limitation Year;
      (ii) amounts allocated on behalf of such Participant after March
31,  1984  to  an  individual  medical account  (as  defined  in  Code
S415(1)(2))  which is part of a pension or annuity plan maintained  by
the Employer; and
       (iii) amounts derived from contributions paid or accrued  after
December  31, 1985 in taxable years ending after such date  which  are
attributable  to  post-retirement medical benefits  allocated  to  the
separate  account  of a key employee (as defined in Code  S419A(d)(3))
under a welfare benefit fund (as described in Code S419(e)) maintained
by the Employer; and
      (iv) allocations under a simplified employee pension (as defined
in Code S408(k).
     7.2(a)(2)   Compensation - means for a Self-Employed  Individual,
such individual's Earned Income, and for each other Employee
       (i)  Standard Option - compensation reportable on Form  W-2  as
defined in S2.10(a)(1), or
      (ii) Alternative - if so specified in the Adoption Agreement,
          (A)  compensation  subject  to  withholding  as  defined  in
S2.10(a)(2)(i), or
         (B)  the  Employee's wages, salaries, fees  for  professional
services and other amounts received (without regard to whether or  not
an  amount is paid in cash) for personal services actually rendered in
the course of employment with the Employer maintaining the Plan to the
extent  that  the  amounts are includable in gross income  during  the
Limitation  Year  (including,  but not limited  to,  commissions  paid
salesmen,  compensation for services on the basis of a  percentage  of
profits,  commissions  on insurance premiums,  tips,  bonuses,  fringe
benefits  and  reimbursements  or other  expense  allowances  under  a
nonaccountable  plan as described in S1.62-2(c) of the Federal  Income
Tax Regulations). Compensation shall not include the following:
            (I)   Employer  contributions  to  a  plan   of   deferred
compensation  which  are  not includable in  the  Participant's  gross
income  for  the  taxable  year  in  which  contributed,  or  Employer
contributions  under  any simplified employee  pension  plan,  or  any
distributions from a plan of deferred compensation;
           (II)  amounts realized from the exercise of a non-qualified
stock  option,  or  when restricted stock (or property)  held  by  the
Participant either becomes freely transferable or is no longer subject
to a substantial risk of forfeiture;
           (III)  amounts  realized from the sale, exchange  or  other
disposition of stock acquired under a qualified stock option; and
           (IV)  other amounts which receive special tax benefits,  or
contributions  made  by the Employer (whether or not  under  a  salary
reduction  agreement)  towards the purchase  of  an  annuity  contract
described  in  Code  S403(b)  (whether or not  the  contributions  are
actually excludable from the gross income of the Participant).
     For  purposes  of  applying  the limitations  of  this  S7.2,  an
Employee's  Compensation for Limitation Years beginning on  and  after
the Final Compliance Date shall not include any Compensation which  is
accrued for such Limitation Year.
     However, for purposes of applying the limitations of this S7.2 to
a  Participant  in a defined contribution plan who is permanently  and
totally   disabled   (as   defined  in  Code  S22(e)(3)),   the   term
"Compensation" shall mean the compensation such Participant would have
received for the Limitation Year if the Participant had been  paid  at
the Participant's rate of Compensation (as defined in this S7.2(a)(2))
paid  immediately  before becoming permanently and  totally  disabled,
and,  further, such imputed compensation for the disabled  Participant
may  be  taken  into account only if the Participant is not  a  Highly
Compensated  Employee  and  contributions  made  on  behalf  of   such
Participant are nonforfeitable when made.
     7.2(a)(3)  Defined Benefit Fraction - means a fraction,  (i)  the
numerator  of  which  shall be the sum of the Participant's  Projected
Annual  Benefits  under  all defined benefit  plans  (whether  or  not
terminated)  maintained by the Employer, and (ii) the  denominator  of
which  shall  be  the  lesser of (A) 125%  of  the  dollar  limitation
determined  for the Limitation Year under Code S415(b) and S415(d)  or
(B)  140% of the Participant's Highest Average Compensation, including
any adjustments under Code S415(b). However, if the Participant was  a
participant as of the first day of the first Limitation Year beginning
after  December  31,  1986  in  one  or  more  defined  benefit  plans
maintained by the Employer which were in existence on May 6, 1986  and
which individually and in the aggregate satisfied the requirements  of
Code  S415 for all Limitation Years beginning before January 1,  1987,
the  denominator of such fraction shall be not less than 125%  of  the
sum  of the annual benefits under such plans which the Participant had
accrued  as  of  the end of the last Limitation Year beginning  before
January  1,  1987 disregarding any changes in the terms and conditions
in  the  plan after May 5, 1986. Notwithstanding the foregoing, "100%"
shall be substituted for "125%" in any Limitation Year for which  this
Plan  is  a  Top-Heavy  Plan  (as defined  in  S12)  unless  otherwise
specified in the Adoption Agreement.
    7.2(a)(4)  Defined Contribution Dollar Limitation - means for each
Limitation Year the greater of (i) $30,000 or (ii) one-fourth  of  the
defined  benefit dollar limitation under Code S415(b)(1) as in  effect
for such Limitation Year.
     7.2(a)(5)  Defined Contribution Fraction - means a fraction,  (i)
the  numerator  of  which shall (subject to the adjustment  rules  set
forth  below)  be  the  sum of the Annual Additions  credited  to  the
Participant's  accounts under all defined contribution plans  (whether
or  not terminated) maintained by the Employer for the current and all
prior Limitation Years (including the Annual Additions attributable to
the  Participant's nondeductible employee contributions to all defined
benefit  plans, whether or not terminated) maintained by the  Employer
and the Annual Additions attributable to all welfare benefit funds (as
described  in  Code S419(e)) and all individual medical  accounts  (as
described in Code S415(l)(2)) maintained by the Employer and (ii)  the
denominator of which shall be the sum of the Maximum Aggregate Amounts
for  the  current and all prior Limitation Years of service  with  the
Employer  (without regard to whether a defined contribution  plan  was
maintained by the Employer). The numerator of such fraction  shall  be
adjusted if the Participant was a participant as of the first  day  of
the first Limitation Year beginning after December 31, 1986 in one  or
more  defined contribution plans maintained by the Employer which were
in  existence  on  May 6, 1986 and the sum of this  fraction  and  the
Defined Benefit Fraction would otherwise exceed 1.0 under the terms of
this  Plan. The adjustment shall be made by taking an amount equal  to
the  product of (A) the excess of the sum of the fractions  over  1.0,
times  (B)  the  denominator  of  this fraction,  and  by  permanently
subtracting  such  product from the numerator of  this  fraction.  The
adjustment  shall be calculated using the fractions as they  would  be
computed  as  of the end of the last Limitation Year beginning  before
January  1,  1987  and  disregarding any  changes  in  the  terms  and
conditions of the Plan made after May 5, 1986 but using the Code  S415
limitation  applicable to the first Limitation Year  beginning  on  or
after  January  1, 1987. The Annual Addition for any  Limitation  Year
beginning before January 1, 1987 shall not be recomputed to treat  all
employee contributions as an Annual Addition.
     7.2(a)(6) Employer - means the Employer that adopts this Plan and
all  members of a controlled group of corporations (as defined in Code
S414(b)  as modified by Code S415(h)), all commonly controlled  trades
or businesses (as defined in Code S414(c) as modified by Code S415(h))
or affiliated service groups (as defined in Code S414(m)) of which the
adopting  Employer  is  a part and any other  entity  required  to  be
aggregated  with the Employer pursuant to the regulations  under  Code
S414(o).
     7.2(a)(7)  Excess  Amount - means the excess of  a  Participant's
Annual  Additions for the Limitation Year over the Maximum Permissible
Amount.
     7.2(a)(8)  Highest Average Compensation - means the Participant's
average   Compensation  for  the  three  consecutive  Plan  Years   of
employment  with  the Employer (without regard to  whether  such  Plan
Years  were  before  the  Effective Date) that  produces  the  highest
average.
    7.2(a)(9) Limitation Year - means
      (i) Standard Option - the Plan Year or
       (ii)Alternative - the alternative 12 consecutive  month  period
specified in the Adoption Agreement.
     All  qualified plans maintained by the Employer must use the same
Limitation  Year. If the Limitation Year is amended to a different  12
consecutive month period, the new Limitation Year must begin on a date
within the Limitation Year in which the amendment is made.
     7.2(a)(10)  Master or Prototype Plan - means a plan the  form  of
which  is  the subject of a favorable opinion letter from the Internal
Revenue Service.
     7.2(a)(11)   Maximum Aggregate Amount - means for any  Limitation
Year  the lesser of (i) 125% of the dollar limitation determined under
Code  S415(c)(1)(A) or (ii) 35% of the Participant's Compensation  for
such  year. Notwithstanding the foregoing, "100%" shall be substituted
for  125%  in  any Limitation year for which this Plan is a  Top-Heavy
Plan  (as  defined in S12) unless otherwise specified in the  Adoption
Agreement.
     7.2(a)(12) Maximum Permissible Amount - means the lesser  of  (i)
the   Defined  Contribution  Dollar  Limitation  or  (ii)  25%  of   a
Participant's Compensation for the Limitation Year; provided,
      (A) the compensation limitation referred to in clause (ii) shall
not apply to any contribution for medical benefits (within the meaning
of  Code  S401(h)  or S419A(f)(2)) which is otherwise  treated  as  an
Annual Addition under Code S415(l)(l) or S419(A)(d)(2); and
       (B)  if  a  short  Limitation Year is  created  because  of  an
amendment  changing the Limitation Year to a different 12  consecutive
month  period,  the Maximum Permissible Amount shall  not  exceed  the
Defined  Contribution Dollar Limitation multiplied by a fraction,  the
numerator  of  which  shall  be the number  of  months  in  the  short
Limitation Year and the denominator of which shall be 12.
     7.2(a)(13) Projected Annual Benefit - means the annual retirement
benefit  (adjusted to an actuarially equivalent straight life  annuity
if  such  benefit  is expressed in a form other than a  straight  life
annuity   or  qualified  joint  and  survivor  annuity)  to  which   a
Participant  would  be entitled under the terms of a  defined  benefit
plan assuming:
       (i)  the  Participant  will continue  employment  until  normal
retirement age under the plan (or current age, if later), and
       (ii)  the Participant's Compensation for the current Limitation
Year  and all other relevant factors used to determine benefits  under
the plan will remain constant for all future Limitation Years.
   7.2(b)  Limitation  If No Other Plans. If a  Participant  does  not
participate in, and has never participated in, another qualified  plan
maintained by the Employer or a welfare benefit fund (as described  in
Code  S419(e))  or  individual medical account (as described  in  Code
S415(l)(2))  maintained  by  the Employer  which  provides  an  Annual
Addition as defined in S7.2(a)(1) or a simplified employee pension (as
defined  in  Code S408(k)) maintained by the Employer, the  amount  of
Annual Additions which actually may be credited to the Account of  any
Participant for any Limitation Year shall not exceed the lesser of the
Maximum  Permissible Amount or any other limitation set forth in  this
Plan. If the Employer Contribution that would otherwise be credited to
the  Participant's  Account would cause the Annual Additions  for  the
Limitation Year to exceed the Maximum Permissible Amount, such  amount
shall  be  reduced so that the Annual Additions actually credited  for
the  Limitation  Year shall equal the Maximum Permissible  Amount.  If
pursuant to S7.2(f) or as a result of the allocation of Forfeitures  a
Participant's  Annual Additions under this Plan  would  result  in  an
Excess Amount, such Excess Amount shall be disposed of as follows:
     7.2(b)(1)   Profit Sharing Plan. If this Plan  is  adopted  as  a
Profit Sharing Plan,
       (i) such Excess Amount shall be deemed a Forfeiture which shall
be  allocated  and reallocated as provided in S6.3(a) subject  to  the
restrictions of this S7.2 among the Employer Accounts of the remaining
Active  Participants  until  such amount has  been  allocated  in  its
entirety; and
       (ii)  if the restrictions in this S7.2 apply before such amount
has  been  reallocated in its entirety, as the final  allocation  step
such  unallocable  Excess Amount shall be transferred  to  a  suspense
account.
      7.2(b)(2) Money Purchase Pension Plan of Target Benefit  Pension
    Plan. If this Plan is adopted as a Money Purchase Pension Plan  or
    Target Benefit Pension Plan,
       (i)   Standard  Option  -  such Excess  Amount  shall  be  held
unallocated  in  a suspense account which shall be applied  to  offset
future  Employer  Contributions for Active Participants  in  the  next
Limitation Year (and in each succeeding Limitation Year if necessary).
      (ii)  Alternative - if so specified in the Adoption Agreement,
         (A)  for any Participant who is an Active Participant at  the
end  of  the  Limitation  Year,  such  Excess  Amount  shall  be  held
unallocated in a suspense account which shall be applied to offset the
Employer  Contribution  for  such  Active  Participant  in  the   next
Limitation Year (and in each succeeding Limitation Year if necessary);
and
         (B)  for any Participant who is not an Active Participant  at
the  end  of  such Limitation Year, such Excess Amount shall  be  held
unallocated  in  a suspense account which shall be applied  to  offset
future Employer Contributions for all remaining Active Participants in
the  next Limitation Year (and in each succeeding Limitation  Year  if
necessary).
     7.2(b)(3)  401(k) Plan. If this Plan is adopted as a 401(k) Plan,
any   Elective  Deferrals  and  Employee  Contributions  made  by  the
Participant  during the Limitation Year (and, to the  extent  required
under  regulations, gains attributable to such Employee Contributions)
shall  be  refunded to the extent such refund would reduce the  Excess
Amount and, if an Excess Amount still exists after such refund,
        (i)   any   such  Excess  Amount  which  is  attributable   to
discretionary Employer Contributions shall be disposed of in the  same
manner as an Excess Amount under a Profit Sharing Plan as described in
S7.2(b)(1), and
       (ii) any such Excess Amount which is attributable to a Matching
Contribution, Qualified Nonelective Contribution or Qualified Matching
Contribution  shall  be held unallocated in a suspense  account  which
shall  be  used  to  offset  future Matching Contributions,  Qualified
Nonelective Contributions or Qualified Matching Contributions  in  the
next  Limitation  Year  (and  in each succeeding  Limitation  Year  if
necessary).
     7.2(b)(4)   Suspense  Account.  A  suspense  account  established
pursuant  to  this S7.2(b) shall not be subject to any  allocation  of
Fund  Earnings  under S6.2, and the balance of such account  shall  be
returned to the Employer in the event this Plan is terminated prior to
the  date  such  account  has been allocated  in  its  entirety  as  a
Forfeiture.  In  no  event  shall Excess  Amounts  be  distributed  to
Participants or former Participants.
  7.2(c)  Limitation If Other Defined Contribution Master or Prototype
Plan. This S7.2(c) applies if, in addition to this Plan, a Participant
is covered under another defined contribution Master or Prototype Plan
maintained by the Employer or a welfare benefit fund (as described  in
Code  S419(e)) or an individual medical account (as described in  Code
S415(l)(2))  maintained by the Employer which provides for  an  Annual
Addition as defined in S7.2(a)(1) or a simplified employee pension (as
defined  in  Code  S408(k))  maintained by  the  Employer  during  any
Limitation  Year.  The Annual Additions which may  be  credited  to  a
Participant's  Account under this Plan for any  such  Limitation  Year
shall  not exceed the Maximum Permissible Amount reduced by the Annual
Additions credited to a Participant's account under such other defined
contribution  Master or Prototype Plan and welfare benefit  funds  for
the same Limitation Year.
     7.2(c)(1)   If  for  any Limitation Year (1)  the  Employer  also
maintains  another defined contribution Paired Plan, (2) the  Employer
does  not  maintain any other defined contribution Master or Prototype
Plan  (other  than  such Paired Plan) and (3) a  Participant's  Annual
Additions under such Paired Plans would result in an Excess Amount for
such  Limitation Year, the allocation adjustment required  to  satisfy
the  limitations of Code S415 shall be made under such  Plans  in  the
following order:
       (i) Standard Option - first, under the Profit Sharing Plan,  if
any; second under the Money Purchase Pension Plan, if any; third under
the Target Benefit Pension Plan, if any; and finally, under the 401(k)
Plan, if any; or
       (ii)  Alternative - in the alternative order specified  in  the
Adoption Agreement.
    7.2(c)(2)  If the Annual Additions with respect to any Participant
under  such other defined contribution Master or Prototype Plan (other
than  a  defined contribution Paired Plan) and welfare  benefit  funds
maintained  by  the  Employer are less than  the  Maximum  Permissible
Amount   and  the  Employer  Contribution  that  would  otherwise   be
contributed or allocated to the Participant's Account under this  Plan
would  cause  the Annual Additions for the Limitation Year  to  exceed
this  limitation, the amount contributed or allocated shall be reduced
so  that  the Annual Additions under all such plans and funds for  the
Limitation Year shall equal the Maximum Permissible Amount.
    7.2(c)(3)  If the Annual Additions with respect to the Participant
under such other defined contribution Master and Prototype Plan (other
than a defined contribution Paired Plan) and welfare benefit funds  in
the  aggregate  are  equal to or greater than the Maximum  Permissible
Amount, no amount shall be credited to the Participant's Account under
this Plan for the Limitation Year.
    7.2(c)(4)  If pursuant to S7.2(f) or as a result of the allocation
of  Forfeitures a Participant's Annual Additions under this  Plan  and
such other defined contribution Master or Prototype Plan (other than a
Paired  Plan)  and  welfare benefit funds would result  in  an  Excess
Amount for any Limitation Year,
       (i)  the Excess Amount shall be deemed to consist of the Annual
Additions  last allocated and the Annual Additions attributable  to  a
welfare benefit fund or an individual medical account shall be  deemed
to have been allocated prior to all other Annual Additions, and
       (ii)  if an Excess Amount was allocated to a Participant on  an
allocation  date of this Plan which coincides with an allocation  date
of  such  other  Master  or Prototype Plan,  then  the  Excess  Amount
attributed to this Plan shall be the product of
        (A) the total Excess Amount allocated as of such date, times
         (B)  a  fraction, the numerator of which shall be the  Annual
Additions allocated to the Participant for the Limitation Year  as  of
such  date  under this Plan and the denominator of which is the  total
Annual Additions allocated to the Participant for the Limitation  Year
as  of  such  date under this and all such other defined  contribution
Master or Prototype Plans.
     7.2(c)(5)   Any  Excess Amount attributed to this  Plan  will  be
disposed of in the manner described in S7.2(b).
   7.2(d)   Limitation  If  Other Defined Contribution  Plan.  If  any
Participant  is  covered under another qualified defined  contribution
plan  maintained  by the Employer which is not a Master  or  Prototype
Plan,  the Annual Additions which may be credited to the Participant's
Account under this Plan for any Limitation Year shall be limited
     7.2(d)(1) Standard Option - as specified in S7.2(c) as though the
other plan was a Master or Prototype Plan or
     7.2(d)(2) Alternative - under the alternative method specified in
the  Adoption Agreement for limiting the Annual Additions  under  this
Plan.
   7.2(e)   Limitation If Other Defined Benefit Plan. If the  Employer
maintains, or at any time maintained, a qualified defined benefit plan
(other than a defined benefit Paired Plan) covering any Participant in
this  Plan, the sum of the Participant's Defined Benefit Fraction  and
Defined  Contribution Fraction shall not exceed 1.0 in any  Limitation
Year.  The Annual Additions which may be credited to any Participant's
Account  under this Plan for any Limitation Year shall be  limited  as
specified  in  the  Adoption Agreement. If the  Employer  maintains  a
defined   benefit  Paired  Plan,  any  adjustments  to   satisfy   the
requirements  of  Code S415(e) shall be made only under  such  defined
benefit Paired Plan.
  7.2(f) Compensation for Determination of Maximum Permissible Amount.
Prior  to  determining  a Participant's actual  Compensation  for  the
Limitation  Year,  the Employer may determine the Maximum  Permissible
Amount  for  a Participant on the basis of a reasonable estimation  of
the  Participant's  Compensation for  the  Limitation  Year,  and,  if
applicable,  a  reasonable  estimation  of  the  amount  of   elective
deferrals (within the meaning of Code S402(g)(3)) that the Participant
may  make  for  the  Limitation  Year, uniformly  determined  for  all
similarly  situated  Participants.  As  soon  as  is  administratively
feasible after the end of the Limitation Year, the Maximum Permissible
Amount for the Limitation Year shall be determined on the basis of the
Participant's actual Compensation for the Limitation Year.
7.3  Individual Limitation on Elective Deferrals Under Code S402(g).
   7.3(a) General. A Participant's Elective Deferrals under this  Plan
and  all  other qualified plans, contracts and arrangements maintained
by  the  Employer  or  an Affiliate during any  taxable  year  of  the
Participant shall not exceed the dollar limitation under Code  S402(g)
in effect at the beginning of such taxable year.
   7.3(b)  Elective  Deferrals. For purposes of the dollar  limitation
under  Code S402(g) and this S7.3, the term "Elective Deferrals" shall
include  all  employer contributions made on behalf of  a  Participant
pursuant  to an election to defer under any qualified cash or deferred
arrangement  as  described in Code S401(k),  any  simplified  employee
pension   cash   or   deferred  arrangement  as  described   in   Code
S402(h)(1)(B),  any  plan described under Code  S501(c)(18),  and  any
salary  reduction  agreement for the purchase of an  annuity  contract
under  Code  S403(b).  However, the term shall  not  include  Elective
Deferrals which are properly distributed to the Participant from  this
Plan  under  S7.2 or such other plans or arrangements to  correct  for
excess annual additions.
   7.3(c)   Excess Elective Deferrals. For purposes of this S7.3,  the
term  "Excess  Elective  Deferrals" means  for  each  Participant  the
Elective  Deferrals  that are includable in gross  income  under  Code
S402(g)  to  the  extent the Participant's Elective  Deferrals  for  a
taxable year exceed the dollar limitations under Code S402(g) for such
taxable year.
   7.3(d)   Distribution of Excess Elective Deferrals. Notwithstanding
any   other   provision  of  this  Plan  restricting  the  timing   of
distributions,  Excess Elective Deferrals, plus any income  and  minus
any  loss allocable thereto, shall be distributed no later than  April
15  of  any  calendar year to Participants (1) whose  Excess  Elective
Deferrals  for the preceding taxable year were assigned to  this  Plan
and  (2)  who  claim  (or are deemed to have claimed)  such  allocable
Excess Elective Deferrals for such taxable year in accordance with the
claims procedure set forth in S7.3(f).
  7.3(e) Determination of Income or Loss. A corrective distribution of
Excess Elective Deferrals under this S7.3 shall include the income  or
loss allocable to such Excess Elective Deferrals for the Participant's
taxable year in which such excess occurred and, if so specified in the
Adoption  Agreement, for the period between the end  of  such  taxable
year  and the date of distribution ("gap period"). The income or  loss
for  such  taxable  year  and  gap period,  if  applicable,  shall  be
determined  in accordance with the regulations under Code S402(g).  In
lieu of using the safe harbor method or the alternative method in  the
regulations for allocating such income or loss, the Plan Administrator
may  use  any  reasonable method for computing such  income  or  loss,
provided  that such method does not violate Code S401(a)(4),  is  used
consistently for all Participants and for all corrective distributions
under  the  Plan  for  the Plan Year, and is  used  by  the  Plan  for
allocating income or loss to Participant's Accounts.
  7.3(f) Claims Procedure.
     7.3(f)(1)   General. A Participant may assign to  this  Plan  any
Excess Elective Deferral made during a taxable year by filing a  claim
with the Plan Administrator on or before
      (i)  Standard Option - March 1 or
       (ii)  Alternative - the alternative date for filing such claims
specified in the Adoption Agreement.
    Unless otherwise provided in administrative procedures established
by  the  Plan  Administrator, such claim shall be  in  writing,  shall
specify  the  dollar  amount  of  the  Participant's  Excess  Elective
Deferrals  assigned to this Plan for such taxable year, and  shall  be
accompanied by the Participant's written statement that such  amounts,
if  not distributed to such Participant, will exceed the limit imposed
on  the Participant by Code S402(g) for the taxable year in which  the
deferral occurred.
     7.3(f)(2)  Deemed  Claim. A Participant  automatically  shall  be
deemed  to  have filed a claim under this S7.3(f) to the  extent  that
such Excess Elective Deferrals occurred solely as a result of Elective
Deferrals under this Plan and any other plans of the Employer and  the
Affiliates,  unless  the Employer specifies in the Adoption  Agreement
that  such Excess Elective Deferrals shall be distributed from one  or
more of such other plans.
7.4    Limitations  on  Elective  Deferrals  for  Highly   Compensated
Employees under Code S401(k).
   7.4(a)  Special Definitions. For purposes of this S7.4,  the  terms
defined  in  this S7.4(a) shall have the meanings shown opposite  such
terms.
     7.4(a)(1)  Actual Deferral Percentage - means for each Plan  Year
for  each  Participant who is an Eligible Employee at any time  during
such Plan Year the ratio (expressed as a percentage and determined  in
accordance with S7.4(c)) of Employer Contributions made on  behalf  of
such Participant for such Plan Year to such Participant's Compensation
for  such  Plan Year. The Actual Deferral Percentage of a  Participant
who  is  an Eligible Employee, but does not make an Elective  Deferral
and  does  not  receive  an  allocation  of  a  Qualified  Nonelective
Contribution or a Qualified Matching Contribution, shall be zero.
      7.4(a)(2)  ADP (or Average Actual Deferral Percentage)  -  means
    for  each  Plan Year separately for the group of Participants  who
    are  Highly  Compensated Employees during such Plan Year  and  for
    the  group of Participants who are Nonhighly Compensated Employees
    during such Plan Year, the average (expressed as a percentage)  of
    the  Actual Deferral Percentages of the Participants in each  such
    group  who  are  Eligible Employees at any time during  such  Plan
    Year.
      7.4(a)(3)   Employer  Contributions  -  means  for  purposes  of
determining a Participant's Actual Deferral Percentage for  each  Plan
Year,  the  sum  of (i) the Elective Deferrals made  pursuant  to  the
Participant's  deferral election, including Excess Elective  Deferrals
(as defined in S7.3(c)) of Highly Compensated Employees, but excluding
Excess  Elective  Deferrals  of Nonhighly Compensated  Employees  that
arise solely from Elective Deferrals made under this Plan or any other
plans  of  the  Employer  and the Affiliates, and  excluding  Elective
Deferrals  that  are taken into account in the ACP test  described  in
S7.5(b)  (provided  the ADP test is satisfied both  with  and  without
exclusion of such Elective Deferrals), and (ii) at the election of the
Employer,  Qualified Nonelective Contributions and Qualified  Matching
Contributions.
     7.4(a)(4)   Excess Contributions - means for each Plan  Year  for
each Highly Compensated Employee the excess of the aggregate amount of
Employer  Contributions actually taken into account in  computing  the
Average  Deferral Percentage of such Highly Compensated  Employee  for
such Plan Year over the maximum amount of such contributions permitted
for  such  Plan  Year  under the ADP limit as  set  forth  in  S7.4(b)
(determined  by  reducing  Elective Deferrals,  Qualified  Nonelective
Contributions and Qualified Matching Contributions made on  behalf  of
Highly  Compensated  Employees  in  order  of  their  Actual  Deferral
Percentages, beginning with the highest of such percentages).
    7.4(a)(5)  Highly Compensated Employee - means any Employee who is
either a "highly compensated active employee" or a "highly compensated
former employee" as described below.
       (i)  A  "highly compensated active employee" means any Employee
who  performs  services for the Employer or any Affiliate  during  the
"determination  year"  and  who, during  the  "look-back  year":   (A)
received compensation from the Employer or any Affiliate in excess  of
$75,000   (as  adjusted  pursuant  to  Code  S415(d));  (B)   received
compensation from the Employer or any Affiliate in excess  of  $50,000
(as  adjusted pursuant to Code S415(d)) and was a member of the  "top-
paid  group"  for such year; or (C) was an officer of the Employer  or
any  Affiliate  and  received compensation during such  year  that  is
greater  than  50%  of  the dollar limitation  in  effect  under  Code
S415(b)(1)(A).  The  term  "highly compensated  employee"  shall  also
include:   (I)  an  Employee who is both described  in  the  preceding
sentence if the term "determination year" is substituted for the  term
"look-back year" and is one of the 100 Employees who received the most
compensation   from   the  Employer  or  any  Affiliate   during   the
determination year; and (II) an Employee who is a 5% owner at any time
during  the  look-back year or determination year. If no  officer  has
satisfied  the  compensation requirement of clause  (C)  above  during
either  a  determination  year or look-back  year,  the  highest  paid
officer  for  each such year shall be treated as a Highly  Compensated
Employee.
       (ii)  A "highly compensated former employee" means any Employee
who separated (or was deemed to have separated) from service prior  to
the  determination year, performs no services for the Employer or  any
Affiliate  during the determination year, and was a highly compensated
active  employee  for either the separation year or any  determination
year ending on or after the Employee's 55th birthday.
       (iii) For purposes of this definition, the "determination year"
shall  mean the Plan Year and the "look-back year" shall mean the  12-
month period immediately preceding the determination year.
      (iv) If an Employee is, during a determination year or look-back
year,  a Family Member of either a 5% owner who is an active or former
Employee  or a Highly Compensated Employee who is one of the  10  most
Highly Compensated Employees ranked on the basis of compensation  paid
by   the  Employer  during  such  year  ("top-ten  Highly  Compensated
Employee"), then the Family Member and the 5% owner or top-ten  Highly
Compensated  Employee shall be treated as a single Employee  receiving
compensation and Plan contributions or benefits equal to  the  sum  of
such  compensation and contributions or benefits of the Family  Member
and the 5% owner or top-ten Highly Compensated Employee.
       (v)  The determination of who is a Highly Compensated Employee,
including the determination of the number and identity of Employees in
the  top-paid  group, the top 100 Employees, the number  of  Employees
treated as officers and the compensation that is considered, shall  be
made   in   accordance  with  Code  S414(q)  including  any  available
operational  transition  rules  and  any  elections  provided  in  the
regulations   under  Code  S414(q)  and  specified  in  the   Adoption
Agreement.
     7.4(b)   ADP Limit. The ADP for Highly Compensated Employees  for
any Plan Year shall not exceed
       7.4(b)(1)  the ADP for Nonhighly Compensated Employees for such
Plan Year multiplied by 1.25, or
       7.4(b)(2)  the ADP for Nonhighly Compensated Employees for such
Plan   Year  multiplied  by  2,  provided  that  the  ADP  for  Highly
Compensated   Employees  does  not  exceed  the  ADP   for   Nonhighly
Compensated Employees by more than 2 percentage points.
  7.4(c)  Special Rules.
     7.4(c)(1)  Other  Plans. The Actual Deferral Percentage  for  any
Participant who is a Highly Compensated Employee for the Plan Year and
who  is  eligible  to participate in more than one  cash  or  deferred
arrangement  maintained  by the Employer  or  an  Affiliate  shall  be
determined  by treating all such arrangements as a single arrangement.
If  a Highly Compensated Employee participates in two or more cash  or
deferred  arrangements  that  have  different  plan  years,  all  such
arrangements  ending with or within the same calendar  year  shall  be
treated as a single arrangement. Notwithstanding the foregoing,  plans
which  are  mandatorily  disaggregated under  regulations  under  Code
S401(k) shall be treated as separate.
     7.4(c)(2) Aggregation. In the event that this Plan satisfies  the
requirements of Code S410(b) only if aggregated with one or more other
plans, or if one or more other plans satisfy the requirements of  such
Code  section only if aggregated with this Plan, then this S7.4  shall
be  applied by determining the Actual Deferral Percentages and ADP  as
if  all such plans were a single plan. For Plan Years beginning on and
after the Final Compliance Date, such plans may be aggregated only  if
they  have  the  same plan years and are not mandatorily disaggregated
under regulations under Code S401(k).
     7.4(c)(3) Family Members. For purposes of determining the  Actual
Deferral Percentage of a Participant who is a 5% owner or one  of  the
10  most  highly  paid  Highly Compensated Employees  and  who  is  an
Eligible  Employee  at  any time during the Plan  Year,  the  Employer
Contributions and Compensation of such Participant shall  include  the
Employer  Contributions and Compensation of his or her Family Members,
and  such Family Members shall be disregarded as separate Participants
in  determining the ADP both for Nonhighly Compensated  Employees  and
for Highly Compensated Employees.
     7.4(c)(4) Timing. For purposes of determining the Actual Deferral
Percentages   for   any  Plan  Year,  Elective  Deferrals,   Qualified
Nonelective  Contributions and Qualified Matching Contributions  shall
be  considered made for such Plan Year only if such contributions  are
allocated as of a date within such Plan Year and are actually paid  to
the  Fund by the last day of the 12 month period immediately following
such Plan Year.
     7.4(c)(5) Records. The Plan Administrator shall maintain  records
which  are sufficient to demonstrate that the Plan complied  with  the
ADP  limits,  including  the  extent to  which  Qualified  Nonelective
Contributions  and  Qualified Matching Contributions  are  taken  into
account to satisfy such ADP limits.
     7.4(c)(6) Other Requirements. The determination and treatment  of
the   Elective  Deferrals  and  Actual  Deferral  Percentage  of   any
Participant shall satisfy such other requirements as may be prescribed
by the Secretary of the Treasury.
  7.4(d)  Distribution of Excess Contributions.
     7.4(d)(1)  General. Notwithstanding any other provision  of  this
Plan restricting the timing of distributions, Excess Contributions for
any  Plan  Year, plus any income and minus any loss allocable thereto,
shall  be  distributed no later than the last day of  the  immediately
following  Plan  Year  to  Participants on whose  behalf  such  Excess
Contributions were made. If such Excess Contributions are  distributed
more  than 2_ months after the last day of the Plan Year in which such
excess occurred, a 10% excise tax shall be imposed under Code S4979 on
the Employer with respect to such excess. Such distributions shall  be
made  to such Participants on the basis of the respective portions  of
the Excess Contributions attributable to each such Participant. Excess
Contributions  shall be allocated to Participants who are  subject  to
the  Family  Member  aggregation rules under Code  S414(q)(6)  in  the
manner prescribed by the regulations under Code S401(k).
      7.4(d)(2)   Determination  of  Income  or  Loss.  A   corrective
distribution of Excess Contributions under this S7.4 shall include the
income  or  loss allocable to such Excess Contributions for  the  Plan
Year  in  which  such  excess occurred and, if  so  specified  in  the
Adoption  Agreement, for the period between the end of such Plan  Year
and  the  date of distribution ("gap period"). The income or loss  for
such  Plan Year and gap period, if applicable, shall be determined  in
accordance with the regulations under Code S401(k). In lieu  of  using
the  safe  harbor method or the alternative method in the  regulations
for allocating such income or loss, the Plan Administrator may use any
reasonable  method  for computing such income or loss,  provided  that
such method does not violate Code S401(a)(4), is used consistently for
all  Participants and for all corrective distributions under the  Plan
for  the  Plan Year, and is used by the Plan for allocating income  or
loss to Participant's Accounts.
      7.4(d)(3)  Order  for  Determining Excess Contributions.  Excess
    Contributions  shall be determined after first determining  Excess
    Elective  Deferrals  under  S7.3. The Excess  Contributions  which
    would  otherwise  be  distributed  to  the  Participant  shall  be
    reduced,  in  accordance with regulations, by the Excess  Elective
    Deferrals distributed to the Participant under S7.3.
       7.4(d)(4)   Accounting   for   Excess   Contributions.   Excess
Contributions   shall   be   distributed  proportionately   from   the
Participant's Elective Deferral Account and Qualified Matching Account
in  the  same  ratio  that such Participant's Elective  Deferrals  and
Qualified  Matching  Contributions for the Plan  Year  in  which  such
Excess  Contributions were made bears to the sum of the  Participant's
Elective Deferrals and Qualified Matching Contributions for such  Plan
Year. Excess Contributions shall be distributed from the Participant's
Qualified  Nonelective  Account only to the extent  that  such  Excess
Contributions  exceed  the  balance  in  the  Participant's   Elective
Deferral  Account and Qualified Matching Account. Notwithstanding  the
foregoing, Excess Contributions may be distributed from the applicable
subaccounts  in  accordance with procedures established  by  the  Plan
Administrator provided such procedures do not result in discrimination
in  favor  of  Highly Compensated Employees which would be  prohibited
under Code S401(a)(4).
   7.4(e)   Recharacterization.  If  the  Employer  specifies  in  the
Adoption Agreement that Excess Contributions may be recharacterized, a
Participant  may  elect  to treat Excess Contributions  as  an  amount
distributed  to  the Participant and then contributed as  an  Employee
Contribution  to the Plan. Any such Excess Contribution  which  is  so
recharacterized   as   an   Employee   Contribution    shall    remain
nonforfeitable   and  shall  thereafter  be  subject   to   the   same
distribution  restrictions  applicable  to  Elective  Deferrals  under
S9.2(b).  Excess  Contributions shall  not  be  recharacterized  by  a
Participant to the extent that such amounts, in combination with other
Employee   Contributions,  would  exceed  any   limits   on   Employee
Contributions set forth in the Plan or in the Adoption Agreement.
  Any such recharacterization must occur no later than 2_ months after
the  end  of the Plan Year in which such Excess Contribution  occurred
and  shall  be deemed to occur no earlier than the date on  which  the
last  Highly Compensated Employee is informed in writing of the amount
recharacterized  and the consequences of such recharacterization.  Any
Excess Contributions which are so recharacterized shall be taxable  to
the  Participant  for the taxable year in which the Participant  would
have received such amount in cash but for the deferral election.
7.5  Limitations on Employee Contributions and Matching  Contributions
under Code S401(m).
   7.5(a)  Special Definitions. For purposes of this S7.5,  the  terms
defined  in  this S7.5(a) shall have the meanings shown opposite  such
terms.
    7.5(a)(1)  Aggregate Limit - means the sum of
       (i)  125%  of the greater (or lesser, if it would result  in  a
larger Aggregate Limit) of
        (A) the ADP for Nonhighly Compensated Employees under the plan
subject to Code S401(k) for the plan year or
        (B) the ACP for Nonhighly Compensated Employees under the plan
subject to Code S401(m) for the plan year beginning with or within the
plan year of the plan which is subject to Code S401(k) and
      (ii) the lesser of
        (A) 200% of such ADP or ACP or
         (B) two plus the lesser (or greater, if it would result in  a
larger Aggregate Limit) of such ADP or ACP.
     7.5(a)(2)  ACP (or Average Contribution Percentage) -  means  for
each Plan Year separately for the group of Participants who are Highly
Compensated  Employees during such Plan Year  and  for  the  group  of
Participants who are Nonhighly Compensated Employees during such  Plan
Year,  the  average  (expressed as a percentage) of  the  Contribution
Percentages  of the Participants in each such group who  are  Eligible
Employees at any time during such Plan Year.
     7.5(a)(3) Contribution Percentage - means for each Plan Year  for
each  Participant who is an Eligible Employee at any time during  such
Plan  Year,  the  ratio (expressed as a percentage and  determined  in
accordance with S7.5(c)) of such Participant's Contribution Percentage
Amount for such Plan Year to such Participant's Compensation for  such
Plan  Year.  The  Contribution Percentage  of  a  Participant  who  is
eligible  to,  but does not, make Employee Contributions  or  Elective
Deferrals  and  who,  as  a  result  of  such  failure  to  make  such
contributions,  does  not  receive  an  allocation   of   a   Matching
Contribution or Qualified Matching Contribution shall be zero.
     7.5(a)(4)  Contribution Percentage Amount - means for  each  Plan
Year  for  each Participant who is an Eligible Employee  at  any  time
during such Plan Year the sum of
       (i)  the  Employee  Contributions, Matching  Contributions  and
Qualified Matching Contributions (to the extent not taken into account
for purposes of the ADP test described in S7.4) made on behalf of such
Participant  for  such  Plan Year, other than  Matching  Contributions
which  are  forfeited either to correct Excess Aggregate Contributions
or  because the contributions to which they relate are Excess Elective
Deferrals, Excess Contributions or Excess Aggregate Contributions,
      (ii) the Forfeitures allocated to such Participant's Account for
such  Plan  Year which are attributable to Matching Contributions  and
Excess Aggregate Contributions,
      (iii) at the election of the Employer, the Qualified Nonelective
Contributions  made on behalf of such Participant for such  Plan  Year
(to  the  extent not taken into account for purposes of the  ADP  test
described in S7.4), and
       (iv)  at  the  election  of  the Employer,  Elective  Deferrals
(provided  the  ADP limit described in S7.4 is met both including  and
excluding the Elective Deferrals that are used to meet the ACP limit).
      7.5(a)(5)   Employee  Contribution  -  means  for  purposes   of
determining  a  Participant's  Contribution  Percentage   Amount   any
contributions  made  by the Participant which are  included  in  gross
income for the taxable year in which made and which are maintained  in
a separate account to which earnings and losses are allocated.
    7.5(a)(6) Excess Aggregate Contribution - means for each Plan Year
for  each  Highly  Compensated Employee the excess  of  the  aggregate
Contribution  Percentage  Amounts  actually  taken  into  account   in
computing  the ACP of such Highly Compensated Employee for  such  Plan
Year  over  the maximum Contribution Percentage Amounts permitted  for
such Plan Year under the ACP limit as set forth in S7.5(b) (determined
by   reducing  contributions  and  Forfeitures  on  behalf  of  Highly
Compensated  Employees  in  order of their  Contribution  Percentages,
beginning with the highest of such percentages).
      7.5(a)(7)   Matching  Contribution  -  means  for  purposes   of
determining  a  Participant's  Contribution  Percentage   Amount   any
Employer  contribution  made  to  this  Plan  or  any  other   defined
contribution plan on account of an Employee Contribution  or  Elective
Deferral  made  by  or  on  behalf of the  Participant  under  a  plan
maintained by the Employer.
  7.5(b) ACP Limit.The ACP for Participants who are Highly Compensated
Employees for any Plan Year shall not exceed
     7.5(b)(1)  the ACP for Participants who are Nonhighly Compensated
Employees for such Plan Year multiplied by 1.25, or
     7.5(b)(2)  the ACP for Participants who are Nonhighly Compensated
Employees  for such Plan Year multiplied by 2, provided that  the  ACP
for  Participants who are Highly Compensated Employees does not exceed
the  ACP  for Participants who are Nonhighly Compensated Employees  by
more than 2 percentage points.
  7.5(c)  Special Rules.
     7.5(c)(1) Multiple Use. For Plan Years beginning after the  Final
Compliance Date, if
       (i)  one or more Highly Compensated Employees participates both
in  a  plan  with  a qualified cash or deferred arrangement  which  is
subject to the ADP limitations under Code S401(k) as described in S7.4
and  in  a  plan  which is subject to the ACP limitations  under  Code
S401(m) as described in this S7.5,
       (ii)  the  sum  of  the ADP of the eligible Highly  Compensated
Employees  in  the plan subject to Code S401(k) and  the  ACP  of  the
eligible  Highly  Compensated Employees in the plan  subject  to  Code
S401(m) exceeds the Aggregate Limit, and
       (iii)  both  the  ADP  and  the  ACP  of  the  eligible  Highly
Compensated  Employees in such plans exceed 125% of  the  ADP  or  ACP
respectively of the eligible Nonhighly Compensated Employees  in  such
plans,
     then  the  Contribution  Percentages of  the  Highly  Compensated
Employees  who  participate  in  both  such  plans  shall  be  reduced
(beginning with the highest of such percentages) so that the Aggregate
Limit  for  such  plans is not exceeded. Any such reduction  shall  be
treated as an Excess Aggregate Contribution. The determination of  the
limitations  under  this  special  rule  shall  be  made   after   any
corrections required to meet the ADP limits and the ACP limits and  in
accordance with the regulations under Code S401(m).
     7.5(c)(2)  Other  Plans.  The  Contribution  Percentage  for  any
Participant who is a Highly Compensated Employee for the Plan Year and
who is eligible to participate in more than one plan maintained by the
Employer or an Affiliate to which "employee contributions" (within the
meaning of Code S401(m)) or "matching contributions" (as described  in
Code  S401(m)(4))  are made shall be determined by treating  all  such
plans  as  one plan. If a Highly Compensated Employee participates  in
two  or more such plans that have different plan years, all such plans
ending  with  or within the same calendar year shall be treated  as  a
single   plan.   Notwithstanding  the  foregoing,  plans   which   are
mandatorily  disaggregated under regulations under Code S401(m)  shall
be treated as separate.
     7.5(c)(3) Aggregation. In the event that this Plan satisfies  the
requirements of Code S410(b) only if aggregated with one or more other
plans, or if one or more other plans satisfy the requirements of  such
Code  sections only if aggregated with this Plan, then this S7.5 shall
be  applied by determining the Contribution Percentages and ACP as  if
all  such  plans were a single plan. For Plan Years beginning  on  and
after the Final Compliance Date, such plans may be aggregated only  if
they   have   the  same  plan  years  and  they  are  not  mandatorily
disaggregated under regulations under Code S401(m).
      7.5(c)(4)  Family  Members.  For  purposes  of  determining  the
Contribution Percentage of a Participant who is a 5% owner or  one  of
the 10 most highly paid Highly Compensated Employees, the Contribution
Percentage Amounts and Compensation of such Participant shall  include
the  Contribution Percentage Amounts and Compensation of  his  or  her
Family  Members,  and  such Family Members  shall  be  disregarded  as
separate Participants in determining the ACP both for Participants who
are  Nonhighly  Compensated Employees and  for  Participants  who  are
Highly Compensated Employees.
     7.5(c)(5)   Timing. For purposes of determining the ACP  for  any
Plan Year, Employee Contributions shall be considered made in the Plan
Year  in  which they are actually contributed to the Fund and Matching
Contributions  (and,  if applicable, Qualified Matching  Contributions
and  Qualified Nonelective Contributions) shall be considered made for
such  Plan Year only if such contributions are allocated as of a  date
within  such Plan Year and are actually paid to the Fund by  the  last
day of the 12-month period immediately following such Plan Year.
     7.5(c)(6) Records. The Plan Administrator shall maintain  records
which  are sufficient to demonstrate that the Plan complied  with  the
ACP   limits,  including  the  extent  to  which  Elective  Deferrals,
Qualified    Nonelective   Contributions   and   Qualified    Matching
Contributions are taken into account to satisfy such ACP limits.
     7.5(c)(7) Other Requirements. The determination and treatment  of
the  Contribution  Percentage of any Participant  shall  satisfy  such
other  requirements  as  may be prescribed by  the  Secretary  of  the
Treasury.
  7.5(d) Distribution of Excess Aggregate Contributions.
     7.5(d)(1)  General. Notwithstanding any other provision  of  this
Plan   restricting  the  timing  of  distributions,  Excess  Aggregate
Contributions  for any Plan Year, plus any income and minus  any  loss
allocable thereto, shall be forfeited (if otherwise forfeitable  under
the  Plan)  or distributed (if not forfeitable) from the  Accounts  of
Participants on whose behalf such Excess Aggregate Contributions  were
made  no  later  than the last day of the immediately  following  Plan
Year. If such Excess Aggregate Contributions are distributed more than
2  months  after the last day of the Plan Year in which  such  excess
occurred,  a 10% excise tax shall be imposed under Code S4979  on  the
Employer  with  respect to such excess. Excess Aggregate Contributions
shall  be  allocated  to Participants who are subject  to  the  Family
Member   aggregation  rules  under  Code  S414(q)(6)  in  the   manner
prescribed by the regulations under Code S401(m).
      7.5(d)(2)    Determination  of  Income  or  Loss.  A  corrective
distribution of Excess Aggregate Contributions under this  S7.5  shall
include  the  income  or  loss  allocable  to  such  Excess  Aggregate
Contributions for the Plan Year in which such excess occurred and,  if
so specified in the Adoption Agreement, for the period between the end
of  such  Plan  Year and the date of distribution ("gap period").  The
income or loss for such Plan Year and gap period, if applicable, shall
be  determined in accordance with the regulations under Code  S401(m).
In  lieu of using the safe harbor method or the alternative method  in
the   regulations  for  allocating  such  income  or  loss,  the  Plan
Administrator may use any reasonable method for computing such  income
or  loss,  provided that such method does not violate Code S401(a)(4),
is  used  consistently  for all Participants and  for  all  corrective
distributions  under the Plan for the Plan Year, and is  used  by  the
Plan for allocating income or loss to Participant's Accounts.
      7.5(d)(3)  Order for Determining Excess Aggregate Contributions.
    Excess  Aggregate  Contributions shall be determined  after  first
    determining  Excess  Elective  Deferrals  under  S7.3   and   then
    determining Excess Contributions under S7.4.
      7.5(d)(4) Accounting for Excess Aggregate Contributions.  Excess
    Aggregate   Contributions   shall  be  forfeited   (if   otherwise
    forfeitable)  or distributed (if not forfeitable)  to  the  Highly
    Compensated  Employee  from  the Participant's  Employee  Account,
    Matching    Account,   Qualified   Matching   Account,   Qualified
    Nonelective  Account  and Elective Deferral Account  in  the  same
    ratio  that the contributions made on the Participant's behalf  to
    such  account (to the extent such contributions are  used  in  the
    ACP  test)  for  the  Plan  Year in which  such  Excess  Aggregate
    Contributions  were  made  bears  to  the  total   of   all   such
    contributions.  Notwithstanding the  foregoing,  Excess  Aggregate
    Contributions  may be distributed from the applicable  subaccounts
    in   accordance   with   procedures  established   by   the   Plan
    Administrator   provided  such  procedures  do   not   result   in
    discrimination  in  favor  of Highly Compensated  Employees  which
    would be prohibited under Code S401(a)(4).
     7.5(d)(5)  Allocation of Forfeitures. Amounts forfeited by Highly
Compensated Employees under this S7.5 shall be allocated or applied in
accordance  with  S6.3(c)(2); provided, no Forfeitures  arising  under
this  S7.5 shall be allocated to the Account of any Highly Compensated
Employee.
SECTION 8.  VESTING AND FORFEITURES
8.1  Determination of Nonforfeitable Percentage.
   8.1(a)   Fully  Vested  Accounts. Each Rollover  Account,  Employee
Account,  Elective  Deferral Account, Qualified Matching  Account  and
Qualified  Nonelective Account shall be completely  nonforfeitable  at
all times.
   8.1(b)  Death, Disability and Retirement. The Employer Account  and
Matching Account of each Participant who reaches Early Retirement  Age
or  Normal  Retirement Age while an Employee shall  become  completely
nonforfeitable on such date. The Employer Account and Matching Account
of each Participant who dies while an Employee or who becomes Disabled
while an Employee
      8.1(b)(1)    Standard   Option   -   shall   become   completely
nonforfeitable on such date.
    8.1(b)(2) Alternative - if so specified in the Adoption Agreement,
shall  be  determined  in accordance with the vesting  schedule  under
S8.1(c).
   8.1(c)  Other  Separation  From  Service.  Subject  to  S12.4,  the
nonforfeitable percentage of the Employer Account and Matching Account
of  a  Participant other than a Participant described in S8.1(b) shall
be  based  on the Participant's Years of Service and on the  following
vesting schedule:
     8.1(c)(1)  Standard  Option  - the  full  and  immediate  vesting
schedule.
      8.1(c)(2)   Alternative  -  the  alternative  vesting   schedule
specified in the Adoption Agreement;
    provided,  however,  if  the  Participation  Requirement  (or  the
requirement to receive an allocation of Employer contributions under a
401(k) Plan) consists of a minimum period of service which exceeds one
year,  the  full  and  immediate vesting schedule shall  automatically
apply  notwithstanding any election to the contrary  in  the  Adoption
Agreement.
  8.1(d)  Employee Contribution Withdrawals. No Forfeiture shall occur
solely   as  a  result  of  a  Participant's  withdrawal  of  Employee
Contributions.
8.2  Forfeiture and Special Reemployment Rules.
  8.2(a)  Buy Back Rule (Standard Option).
     8.2(a)(1)   Forfeiture. The forfeitable portion, if any,  of  the
Employer  Account and Matching Account of a Participant who  separates
from service shall become a Forfeiture on the earlier of
       (i) the date as of which the Participant receives (or is deemed
to  receive under S8.2(c)) a distribution of the Participant's  entire
nonforfeitable Account balance derived from Employer Contributions, or
       (ii)     the date he or she has 5 consecutive Breaks in Service
(6    consecutive    Breaks   in   Service    if    the    Alternative
Maternity/Paternity Rule applies).
     If  a Participant elects to have distributed less than the entire
nonforfeitable  balance  of  the Participant's  Employer  Account  and
Matching Account, the part of such accounts that shall be treated as a
Forfeiture   is  the  total  forfeitable  portion  of  such   Accounts
multiplied by a fraction, the numerator of which is the amount of  the
distribution  from  the  Participant's Employer  Account  or  Matching
Account and the denominator of which shall be the total nonforfeitable
balance  of the Participant's Employer Account or Matching Account  at
the time of the distribution.
     Any  such  Forfeiture shall be allocated or applied in accordance
with S6 on the Valuation Date specified in S8.2(e).
  8.2(a)(2) Reemployment. If a Participant receives a distribution and
resumes employment covered under this Plan before the Participant  has
5  consecutive Breaks in Service (6 consecutive Breaks in  Service  if
the  Alternative Maternity/Paternity Rule applies), the Employer shall
restore to the Participant's Employer Account and Matching Account  an
amount  equal  to  the  dollar amount of  the  Forfeitures  from  such
accounts if the Participant repays to the Plan an amount equal to  the
dollar  amount  of  the distributions from the Participant's  Employer
Account  and  Matching Account in accordance with this  S8.2(a).  Such
repayment  must  be made before the earlier of (a) 5 years  after  the
first date on which the Participant is subsequently reemployed by  the
Employer  or a Participating Affiliate or (b) the date the Participant
incurs  5  consecutive  Breaks in Service  (6  consecutive  Breaks  in
Service if the Alternative Maternity/Paternity Rule applies) following
the date of the distribution.
   If  a  Participant whose nonforfeitable Account balance is zero  is
deemed  to receive a distribution under S8.2(c) and he or she  resumes
employment  covered under this Plan before he or she has 5 consecutive
Breaks  in Service (6 consecutive Breaks in Service if the Alternative
Maternity/Paternity  Rule  applies), the forfeitable  portion  of  the
Participant's   Employer   Account   and   Matching   Account    shall
automatically  be  restored  by the Employer  upon  the  Participant's
reemployment.
   Any  amount  restored by the Employer under this S8.2(a)  shall  be
restored  upon  repayment from the sources specified in S8.2(d).  Such
restored  or repaid amount shall not be treated as an Annual  Addition
under S7.2 and shall be credited to the Participant's Employer Account
and  Matching  Account in the same proportion as the distribution  was
made from such accounts.
8.2(b)  Automatic Restoration (Alternative). This S8.2(b) shall  apply
if  the Employer specifies the use of the "Alternative to the Buy Back
Rule" in the Adoption Agreement.
   8.2(b)(1)   Forfeiture. The forfeitable portion,  if  any,  of  the
Employer  Account and Matching Account of a Participant who  separates
from service shall become a Forfeiture on the earlier of
     (i) the date as of which payment of the nonforfeitable percentage
of  the  Participant's  Account derived  from  Employer  contributions
begins or is deemed to begin under S8.2(c) or
     (ii)   the date he or she has 5 consecutive Breaks in Service  (6
consecutive  Breaks  in Service if the Alternative Maternity/Paternity
Rule applies)
     and  such  Forfeiture shall be allocated or applied in accordance
with  S6 on the allocation date specified in S8.2(e) unless he or  she
is reemployed on or before such allocation date.
   8.2(b)(2)  Reemployment. If a Participant is reemployed before  the
Participant  incurs  5  consecutive Breaks in Service  (6  consecutive
Breaks in Service if the Alternative Maternity/Paternity Rule applies)
but  after  the  date of a Forfeiture under S8.2(b)(1),  the  Employer
shall restore to such Participant as of the last day of the Plan  Year
in  which he or she is reemployed an amount equal to the dollar amount
of such Forfeiture.
   Any  amount restored by the Employer under this SS8.2(b)  shall  be
restored  from the sources specified in S8.2(d). Such restored  amount
shall  not  be treated as an Annual Addition under S7.2 for such  Plan
Year. The restored amount, together with any remaining balance of  the
nonforfeitable  portion of the Employer Account and  Matching  Account
attributable to the Participant's service prior to reemployment, shall
be  maintained  thereafter  as separate  special  subaccounts  of  the
Participant's Employer Account and Matching Account (until  such  time
as   it   becomes  completely  nonforfeitable  or  again   becomes   a
Forfeiture), and the dollar amount of the Participant's nonforfeitable
percentage  in  each  such  special  subaccount  thereafter  shall  be
determined in accordance with Formula A unless Formula B is  specified
in the Adoption Agreement:
    (i)  Formula A (Standard Option):  X =  P (AB + D) - D
    (ii) Formula B (Alternative): X = P (AB + (R x D)) - (R x D)
  For purposes of these formulas:
     X  =   The  current dollar amount, if any, of the  nonforfeitable
percentage in the Participant's special subaccount;
     P  =   The  Participant's  current nonforfeitable  percentage  as
determined under S8.1;
    AB =  Such dollar amount, if any, as evidenced by the last balance
posted to the Participant's special subaccount;
    D =  The dollar amount previously paid to the Participant under S9
from  the Participant's original Employer Account or Matching Account,
as applicable; and
     R  = The ratio of AB to the dollar amount, if any, posted to  the
Participant's  Employer  Account or Matching Account,  as  applicable,
immediately after the distribution.
   8.2(c)   Deemed Distribution. If the nonforfeitable  portion  of  a
Participant's  Account  balance derived  from  Employer  and  Employee
contributions  is  zero,  the Participant  shall  be  deemed  to  have
received  a  distribution  of  the  nonforfeitable  portion   of   the
Participant's Account upon the Participant's separation from service.
  A Participant's nonforfeitable Account balance derived from Employee
contributions  shall  not  include  accumulated  deductible   employee
contributions within the meaning of Code S72(o)(5)(B) for  Plan  Years
beginning prior to January 1, 1989.
   8.2(d)   Restoration Sources. Any amount restored under  this  S8.2
shall  be restored from the following sources in the following  order:
first,  from  Forfeitures occurring in the Plan  Year  in  which  such
amounts are restored, if any; second, from Employer Contributions  for
such  Plan Year, if any; third from Fund Earnings for such Plan  Year;
and  finally, from additional Employer Contributions. However, at  the
election of the Employer, such amounts shall be restored entirely from
additional Employer Contributions.
   8.2(e)   Date  Forfeitures Applied or Allocated. Any amounts  which
become  a Forfeiture under this S8.2 shall be allocated or applied  as
of  the  allocation  date  specified in S6  which  coincides  with  or
immediately follows the date such Forfeiture occurs, except  that  the
Employer may specify in the Adoption Agreement that Forfeitures  which
are  applied to reduce Employer Contributions, Matching Contributions,
Qualified    Matching    Contributions   or   Qualified    Nonelective
Contributions shall be so applied as of the allocation date  for  such
contributions which immediately follows the last day of the Plan  Year
in which such Forfeiture occurs.
   8.2(f)   In-service Distributions. The provisions of  this  S8.2(f)
shall apply if the Plan permits in-service distribution under S9.2.
   If  a  distribution  is made at a time when  a  Participant  has  a
nonforfeitable right to less than 100% of his or her Employer  Account
or   Matching   Account   and  the  Participant   may   increase   the
nonforfeitable percentage in such Account:
     8.2(f)(1)  A  separate special subaccount  of  the  Participant's
Employer  Account and Matching Account shall be established to  record
the  Participant's interest in such accounts as of  the  time  of  the
distribution; and
     8.2(f)(2)  At  any relevant time the Participant's nonforfeitable
portion  of  each  such  special subaccount  shall  be  determined  in
accordance with the formula specified in S8.2(b).
SECTION 9.  ACCOUNT DISTRIBUTION - GENERAL RULES
9.1   After Separation From Service. Subject to the rules in this  S9,
S10,  Benefit Payment Forms - Joint and Survivor Annuity Requirements,
and S11, Minimum Distribution Requirements, the nonforfeitable portion
of  each  Participant's Account (as determined in accordance with  S8)
shall  not  be payable to such Participant before he or she  separates
from service with the Employer and all Affiliates.
  9.1(a) Timing. A Participant who has separated from service with the
Employer and all Affiliates
     9.1(a)(1)   Standard Option - may request a distribution  of  the
nonforfeitable  portion of his or her Account as soon  as  practicable
after such separation from service.
      9.1(a)(2)   Alternative  -  if  so  specified  in  the  Adoption
Agreement,  may  not  request  a distribution  of  the  nonforfeitable
portion  of  his  or  her Account until Normal Retirement  Age,  Early
Retirement Age or Disability, whichever is earlier.
   9.1(b) Reemployment. Except as required in S11, no payment shall be
made under this S9.1 if the Participant who separates from service  is
reemployed as an Employee before payment is made. If a Participant  is
reemployed as an Employee after payment of the nonforfeitable  portion
of  the  Participant's Account has begun but before the entire balance
attributable to such nonforfeitable portion has been paid (or  applied
to purchase an annuity), payments to the Participant from such balance
shall  be  terminated on the date he or she is so  reemployed  and  no
further payments shall be made to the Participant until he or  she  is
subsequently entitled to such payments in accordance with the terms of
this Plan.
  9.1(c)  $3500 Cashout. The nonforfeitable portion of a Participant's
Account  shall be distributed in a single sum to such Participant  (or
to  the  Participant's Beneficiary in the event of  the  Participant's
death)   as   soon  as  administratively  practicable  following   the
Participant's  separation  from service  with  the  Employer  and  all
Affiliates  for  any  reason  if the nonforfeitable  portion  of  such
Account  is (and at the time of any prior distribution was)  $3500  or
less. Any such distributions made on or after January 1, 1993 shall be
made in accordance with any applicable rules regarding the period  for
providing  notices under Code S402(f) and for making  direct  rollover
elections under Code S401(a)(31).
   9.1(d)   Claim. Except as provided in this S9 and S11,  no  payment
shall be made until a written claim for such payment is filed with the
Plan  Administrator on an Election Form. The Plan Administrator  shall
process  each  such  claim  in accordance with  the  claims  procedure
described  in the summary plan description for this Plan. If  no  such
claim is submitted and the Participant does not defer payment pursuant
to  S9.1(e),  payment  may  be made as soon  as  the  benefit  is  not
immediately distributable (within the meaning of S9.3) and  shall,  in
any  event, begin no later than 60 days following the end of the  Plan
Year in which
    9.1(d)(1)  the Participant separates from service as an Employee,
     9.1(d)(2)   the  Participant reaches age 65 or Normal  Retirement
Age, if earlier, or
     9.1(d)(3)  occurs the 10th anniversary of the year in  which  the
Participant  commenced  participation in the  Plan,  whichever  occurs
last.
   9.1(e)   Election to Defer Payment. If a Participant has  separated
from   service   with  the  Employer  and  all  Affiliates   and   the
nonforfeitable portion of the Participant's Account is (or at the time
of  any  prior distribution was) more than $3500, the Participant  may
defer  distribution of that nonforfeitable portion, but  in  no  event
beyond
     9.1(e)(1) Standard Option -  the Participant's Required Beginning
Date (as defined in S11).
    9.1(e)(2) Alternative - if so specified in the Adoption Agreement,
the later of the Participant's Normal Retirement Age or age 62.
   The  failure of a Participant and his or her Spouse, if applicable,
to  consent  to  a  distribution or make a written  request  to  defer
payment  while  a  benefit  is immediately distributable  (within  the
meaning  of  S9.3)  shall  be  deemed  to  be  an  election  to  defer
commencement of payment of any benefit under this S9 until the benefit
is  no  longer  immediately distributable or, if  S9.1(e)(1)  applies,
until the Required Beginning Date.
Nothing  in  this  S9.1(e) shall prevent the Plan  Administrator  from
paying  in  the  normal  form  a  benefit  which  is  not  immediately
distributable without regard to whether the Participant and his or her
Spouse  consent  to  such  distribution, unless  the  Participant  has
requested a deferral pursuant to S9.1(e)(2).
   9.1(f)   Early Retirement Age. If the Early Retirement Age includes
both  an  age  and service requirement, any Participant who  separates
from  service  before satisfying such age requirement, but  after  the
Participant  has  satisfied  the service requirement,  may  request  a
distribution of the nonforfeitable portion of his or her Account  upon
satisfaction of such age requirement.
   9.1(g)   Death.  In  the  event  of the  Participant's  death,  the
nonforfeitable portion of the Participant's Account shall  be  payable
to   the   Participant's  Beneficiary  as  soon  as   administratively
practicable after the Participant's death.
9.2   Before Separation From Service. Subject to the rules in this S9,
S10,  Joint  and  Survivor  Annuity  Requirements,  and  S11,  Minimum
Distribution   Requirements,   the   nonforfeitable   portion   of   a
Participant's Account may be paid to the Participant before he or  she
separates  from  service with the Employer and all  Affiliates  if  so
specified in the Adoption Agreement or by the Board in accordance with
S9.2(b)(2) or S9.2(e).
  9.2(a)  Money Purchase Pension Plan or Target Benefit Pension  Plan.
  If  this  Plan  is  adopted as a Money Purchase Pension  Plan  or  a
  Target Benefit Pension Plan,
    9.2(a)(1)  Standard Option - except as provided in S9.2(d) or (e),
no  distributions  shall be made before a Participant  separates  from
service with the Employer and all Affiliates, or
      9.2(a)(2)   Alternative  -  if  so  specified  in  the  Adoption
Agreement,  a  Participant  may request a distribution  of  all  or  a
portion of the nonforfeitable portion of the Participant's Account  on
or  after  he or she reaches Normal Retirement Age without  regard  to
whether he or she has separated from service.
  9.2(b)  401(k) Plan.
    9.2(b)(1)  Distribution Restrictions. If this Plan is adopted as a
401(k) Plan, then, except as provided in this S9.2(b), a Participant's
Elective Deferral Account, Qualified Nonelective Account and Qualified
Matching Account shall not be distributable to the Participant or  the
Participant's   Beneficiary  earlier  than  upon   the   Participant's
separation  from service with the Employer and all Affiliates,  death,
or Disability.
     9.2(b)(2)  Termination  of  Plan  or  Disposition  of  Assets  or
Subsidiary.  Notwithstanding S9.2(b)(1) and subject to the Participant
and spousal consent rules in S9.3 and S10, the Employer may, by action
of  its Board, make lump sum distributions (within the meaning of Code
S401(k)(10)(B)(ii))   of  a  Participant's  Account,   including   the
Participant's Elective Deferral Account, Qualified Nonelective Account
and  Qualified  Matching Account in accordance with  Code  S401(k)  by
reason of
       (i)  the  termination of the Plan without the establishment  of
another  defined  contribution  plan (other  than  an  employee  stock
ownership  plan  as  defined  in Code  S4975(e)  or  Code  S409  or  a
simplified employee pension as defined in Code S408(k));
       (ii)  the  disposition  by  the  Employer  or  a  Participating
Affiliate  to an unrelated entity of substantially all of  the  assets
(within  the meaning of Code S409(d)(2)) used by the Employer or  such
Participating  Affiliate in a trade or business of the Employer  or  a
Participating Affiliate, if the transferor continues to maintain  this
Plan after such disposition, but such distributions shall be made only
with respect to a Participant who continues employment with the entity
acquiring such assets; or
       (iii)   the  disposition  by the Employer  or  a  Participating
Affiliate which is a corporation to an unrelated entity of interest in
a   subsidiary  (within  the  meaning  of  Code  S409(d)(3)),  if  the
transferor continues to maintain this Plan after such disposition, but
such  distributions shall be made only with respect to  a  Participant
who continues employment with such former subsidiary.
    9.2(b)(3)  Hardship Distribution.
      (i) General. If the Employer specifies in the Adoption Agreement
that  hardship  distributions shall be permitted,  a  Participant  may
request  a  hardship  distribution before he  or  she  separates  from
service  from  the  Participant's Elective Deferral Account  (and,  if
applicable,  from the nonforfeitable portion of the other  subaccounts
of  such  Account  specified  in  the Adoption  Agreement).  The  Plan
Administrator shall grant such request if, and to the extent that, the
Plan Administrator determines that such distribution is "necessary" to
satisfy an "immediate and heavy financial need" of the Participant  as
determined in accordance with this S9.2(b)(3). Any such request  shall
be  made  in  writing, shall set forth in detail the  nature  of  such
hardship and the amount of the distribution needed as a result of such
hardship,  and  shall include adequate documentation of  the  type  of
financial  need and the amount of the need. If the Plan  Administrator
grants  such  request, such application shall be  processed  and  such
distribution shall be made in a single sum as soon as administratively
practicable.
       (ii)  Safe  Harbor Test for Financial Need. An  "immediate  and
heavy  financial  need" shall mean one or more of  the  following,  as
specified in the Adoption Agreement,
         (A)  expenses  for  medical care described  in  Code  S213(d)
incurred  by the Participant or the Participant's spouse or dependents
(as  defined  in Code S152) and amounts necessary for such individuals
to obtain such care,
         (B)  the  purchase of (but not the mortgage payments  for)  a
principal residence of the Participant,
         (C)  the payment of tuition and related educational fees  for
the next 12 months of post-secondary education for the Participant  or
the  Participant's spouse, children or dependents (as defined in  Code
S152),
        (D) the prevention of the eviction of the Participant from the
Participant's principal residence or the foreclosure on  the  mortgage
of the Participant's principal residence, or
        (E) such other events as the Internal Revenue Service deems to
constitute an "immediate and heavy financial need" under Code S401(k).
       (iii)  Safe Harbor Test for Distribution Necessary  to  Satisfy
Need.  A distribution shall be deemed to be "necessary" to satisfy  an
immediate  and  heavy  financial need only if  all  of  the  following
requirements are satisfied:
         (A)  the distribution is not in excess of the amount of  such
need,  including  any amounts necessary to pay any federal,  state  or
local income taxes or penalties reasonably anticipated to result  from
such withdrawal;
        (B) the Participant has obtained all distributions (other than
hardship  distributions) and all nontaxable loans currently  available
under  this Plan and all other plans maintained by the Employer or  an
Affiliate;
          (C)   the  Participant's  Elective  Deferrals  and  Employee
Contributions  under  this Plan and elective  deferrals  and  employee
contributions under all other plans maintained by the Employer  or  an
Affiliate  shall  be suspended for the 12-month period  following  the
date of receipt of such hardship distribution; and
         (D) the Participant's Elective Deferrals under this Plan  and
elective deferrals under all other plans maintained by the Employer or
an  Affiliate for the Participant's taxable year immediately following
the  taxable year in which such hardship distribution was  made  shall
not  exceed  the applicable dollar limitation under Code  S402(g)  for
such  following  taxable  year less the amount  of  the  Participant's
Elective  Deferrals under this Plan and elective deferrals  under  all
such  other  plans  for  the  taxable  year  in  which  such  hardship
distribution was made.
       (iv)  Account  Limitations.  For  Plan  Years  beginning  after
December  31, 1988, no hardship distribution shall be made under  this
S9.2(b)(3) to a Participant from
        (A)  the Participant's Qualified Nonelective Account,
        (B)  the Participant's Qualified Matching Account, or
        (C)  the Fund Earnings allocated to the Participant's Elective
Deferral Account
       except to the extent of amounts credited to such Accounts as of
the end of the last Plan Year ending before July 1, 1989.
     9.2(b)(4)   Distributions on or after Age 59  If  the  Employer
specifies  in  the  Adoption  Agreement that  distributions  shall  be
permitted   on  or  after  age  59,  a  Participant  may  request   a
distribution of all or a portion of the nonforfeitable portion of  the
subaccounts  of  the Participant's Account specified in  the  Adoption
Agreement at any time on or after he or she reaches age 59.  Any  such
request  shall  be  made  in  writing on an  Election  Form  and  such
distribution  shall be made in a single sum as soon as practicable  in
accordance  with  such reasonable nondiscretionary procedures  as  the
Plan  Administrator deems appropriate under the circumstances for  the
proper administration of the Plan.
     9.2(b)(5)  Employer Account and Matching Account. If so specified
in  the  Adoption Agreement, a Participant may request  in  accordance
with reasonable and nondiscriminatory procedures a distribution of all
or  a  portion  of  the  nonforfeitable portion of  the  Participant's
Employer  Account and Matching Account after a fixed number of  years,
the  attainment of a stated age or upon the occurrence of  some  prior
event as specified in the Adoption Agreement.
   9.2(c)  Profit Sharing Plan. If this Plan is adopted  as  a  Profit
Sharing  Plan,  then,  if so specified in the  Adoption  Agreement,  a
Participant   may   request   in  accordance   with   reasonable   and
nondiscriminatory procedures a distribution of all or a portion of the
nonforfeitable  portion of the Participant's  Account  after  a  fixed
number of years, the attainment of a stated age or upon the occurrence
of some prior event as specified in the Adoption Agreement.
  9.2(d) Withdrawals from Employee Account.
    9.2(d)(1)  Standard Option. A Participant may request a withdrawal
of all or a portion of the Participant's Employee Account at any time.
Any such request shall be made in writing on an Election Form and such
withdrawal  shall  be made in a single sum as soon as administratively
practicable   in  accordance  with  such  reasonable  nondiscretionary
procedures  as  the  Plan Administrator deems  appropriate  under  the
circumstances for the proper administration of this Plan.
     9.2(d)(2)  Alternative. The Employer may specify in the  Adoption
Agreement  that  withdrawals  from  Employee  Accounts  shall  not  be
permitted before the nonforfeitable portion of a Participant's Account
otherwise  becomes distributable under this S9 or  under  S11  or  may
specify other rules and conditions under which such withdrawals may be
made.
   Notwithstanding  the  foregoing, any  portion  of  a  Participant's
Employee  Account  which  is  attributable to  recharacterized  Excess
Contributions  under S7.4(e) may only be withdrawn in accordance  with
the  rules  set  forth in S9.2(b) applicable to an  Elective  Deferral
Account.
   9.2(e) Plan Termination. If this Plan is terminated under S14.6 and
if  the  Board  so  specifies  in its written  action  effecting  such
termination,  distribution  of  the  nonforfeitable  portion  of  each
Account shall be made as soon as administratively practical after  the
Plan is terminated subject to the rules in S9.2(b) and to Code S411.
9.3 Consent.
   9.3(a)  General. If the nonforfeitable portion of  a  Participant's
Account  exceeds  (or at the time of any prior distribution  exceeded)
$3500,   and   such   Account  is  "immediately  distributable",   the
Participant  and  the  Participant's Spouse, if  any,  (or  where  the
Participant  has died, the surviving Spouse, if any) must  consent  to
any distribution from such Account. The consent of the Participant and
the  Participant's Spouse shall be obtained in writing within  the  90
day  period ending on the Annuity Starting Date (as defined in S10.1).
The   Plan  Administrator  shall  notify  the  Participant   and   the
Participant's Spouse of the right to defer any distribution until  the
Participant's  Account is no longer "immediately distributable".  Such
notification  shall  include  a general description  of  the  material
features,  and an explanation of the relative values of, the  optional
forms  of  benefit  available under the Plan in a  manner  that  would
satisfy  the  notice  requirements of Code  S417(a)(3)  and  shall  be
provided  no less than 30 days and no more than 90 days prior  to  the
Annuity Starting Date.
    9.3(b)   Exceptions.  Notwithstanding  the  foregoing,  only   the
Participant need consent to the commencement of a distribution in  the
form of a Qualified Joint and Survivor Annuity while the Participant's
Account is immediately distributable. Furthermore, if payment  in  the
form  of  a Qualified Joint and Survivor Annuity is not required  with
respect to the Participant pursuant to S10, only the Participant  need
consent  to  the  distribution  from an Account  that  is  immediately
distributable.  The consent of the Participant and  the  Participant's
Spouse  shall  not  be required to the extent that a  distribution  is
required  to  satisfy  Code S401(a)(9), S401(k), S401(m),  S402(g)  or
S415.  In addition, upon termination of this Plan if the Plan  is  not
required  to  offer  an annuity option (purchased  from  a  commercial
provider),  the  nonforfeitable portion of the  Participant's  Account
shall,  without  the  Participant's consent,  be  distributed  to  the
Participant  unless  the  Employer or an Affiliate  maintains  another
defined contribution plan (other than an employee stock ownership plan
as  defined  in Code S4975(e)(7)), in which event, the  Account  of  a
Participant who does not consent to an immediate distribution shall be
transferred to such other plan.
    9.3(c)  Immediately  Distributable.  An  Account  is  "immediately
distributable" if any part of the Account could be distributed to  the
Participant  (or the surviving Spouse) before the Participant  reaches
(or would have reached if not deceased) the later of Normal Retirement
Age or age 62.
   9.3(d)  Accumulated Deductible Employee Contributions. For purposes
of  determining  the  applicability of the consent requirements  under
this S9.3 to distributions made before the first day of the first Plan
Year beginning after December 31, 1988, the nonforfeitable portion  of
the  Participant's Account shall not include amounts  attributable  to
accumulated  deductible employee contributions within the  meaning  of
Code S72(o)(5)(B).
9.4   Form of Distribution. All distributions (including distributions
before  separation  from service under S9.2 but  excluding  corrective
distributions under S7) shall be made in the form specified in S10.
9.5   Minimum  Distributions.  The  Plan  shall  satisfy  the  minimum
distribution requirements of Code S401(a)(9) as set forth in S11.
9.6   Missing  Person.  In the event that an Account  becomes  payable
under  this Plan pursuant to S9.1(c), S9.1(d) or S9.1(e) and the  Plan
Administrator  is  unable  to locate the Participant  or  his  or  her
Beneficiary  after  sending written notice to the last  known  mailing
address and to the United States Social Security Administration,  such
Participant  or  Beneficiary shall be presumed dead and  such  Account
shall  become a Forfeiture on the third anniversary of the  date  such
Account  first became payable under this Plan. However, the amount  of
such  Forfeiture  shall  be  paid  to  such  missing  Participant   or
Beneficiary  in  the event that such person files  a  claim  for  such
benefit  while  this  Plan remains in effect and demonstrates  to  the
satisfaction  of the Plan Administrator that such person  in  fact  is
such missing Participant or Beneficiary.
9.7  No  Estoppel of Plan. No person is entitled to any benefit  under
this Plan except and to the extent expressly provided under this Plan.
The  fact  that  payments have been made from this Plan in  connection
with any claim for benefits under this Plan does not (1) establish the
validity  of  the claim, (2) provide any right to have  such  benefits
continue  for  any  period  of time, or (3)  prevent  this  Plan  from
recovering the benefits paid to the extent that the Plan Administrator
determines  that there was no right to payment of the  benefits  under
this  Plan.  Thus,  if a benefit is paid under this  Plan  and  it  is
thereafter  determined  by the Plan Administrator  that  such  benefit
should not have been paid (whether or not attributable to an error  by
the  Participant, the Plan Administrator, the Employer  or  any  other
person), then the Plan Administrator may take such action as the  Plan
Administrator deems necessary or appropriate to remedy such situation,
including  without  limitation by (1)  deducting  the  amount  of  any
overpayment theretofore made to or on behalf of such Participant  from
any succeeding payments to or on behalf of such Participant under this
Plan  or  from  any  amounts due or owing to such Participant  by  the
Employer  or  any  Affiliate  or under  any  other  plan,  program  or
arrangement  benefiting  the  employees or  former  employees  of  the
Employer   or   any  Affiliate,  or  (2)  otherwise  recovering   such
overpayment from whoever has benefited from it.
If  the Plan Administrator determines that an underpayment of benefits
has  been  made, the Plan Administrator shall take such action  as  it
deems  necessary or appropriate to remedy such situation. However,  in
no  event  shall  interest be paid on the amount of  any  underpayment
other   than  the  investment  gains  (or  losses)  credited  to   the
Participant's Account pending payment.
9.8 Administration. All distributions shall be made in accordance with
such  uniform  and  nondiscriminatory administrative  and  operational
procedures  for Account distributions as the Plan Administrator  deems
appropriate  under the circumstances for the proper administration  of
the Plan.
SECTION  10.   BENEFIT  PAYMENT FORMS -  JOINT  AND  SURVIVOR  ANNUITY
REQUIREMENTS
10.1   Application and Special Definitions. This S10 shall apply to  a
Participant  who is vested at the time of death or at the  time  of  a
distribution  from  the Participant's Account in any  portion  of  the
Participant's  Account,  whether  such  portion  is  attributable   to
Employer  contributions, Employee contributions, or both. For purposes
of  this  S10, the terms defined in this S10.1 shall have the meanings
shown opposite such terms.
   10.1(a)   Annuity Starting Date - means the first day of the  first
period for which an amount is paid as an annuity or any other form.
  10.1(b)  Earliest Retirement Age - means
     10.1(b)(1)   if distributions are permitted only upon  separation
from service, the earliest age at which the Participant could separate
from service and receive a distribution;
     10.1(b)(2)  if distributions are permitted before separation from
service, the earliest age at which such distribution could be made; or
     10.1(b)(3)   if  clauses  (1) and (2) do  not  apply,  the  Early
Retirement Age.
  10.1(c)  Election Period - means
     10.1(c)(1)   for a Qualified Preretirement Survivor Annuity,  the
period  which begins on the earlier of (i) the first day of  the  Plan
Year  in  which the Participant attains age 35 or (ii) the  date  such
Participant  separates  from service and  ends  on  the  date  of  the
Participant's death and
     10.1(c)(2)  for a Qualified Joint and Survivor Annuity or a  Life
Annuity, the 90 day period ending on the Annuity Starting Date.
  Notwithstanding the foregoing, a Participant who has not yet reached
age  35  (and  who will not reach age 35 as of the end of the  current
Plan  Year)  may  make  a  special Qualified  Election  to  waive  the
Qualified  Preretirement Survivor Annuity for the period beginning  on
the date of such election and ending on the first day of the Plan Year
in which the Participant will reach age 35. Such election shall not be
valid  unless  the Participant receives a written explanation  of  the
Qualified  Preretirement  Survivor  Annuity  in  such  terms  as   are
comparable   to  the  explanation  required  under  S10.4.   Qualified
Preretirement   Survivor  Annuity  coverage  shall  be   automatically
reinstated  as  of  the  first  day of the  Plan  Year  in  which  the
Participant reaches age 35. Any new waiver on or after such date shall
be subject to the full requirements of this S10.
   10.1(d)  Life  Annuity - means a nontransferable immediate  annuity
payable  for  the  life of the Participant, which  is  the  amount  of
benefit  which can be purchased with such Participant's Vested Account
Balance as of the Annuity Starting Date.
  10.1(e) Qualified Election - means a Participant's election to waive
the   Qualified   Joint  and  Survivor  Annuity   or   the   Qualified
Preretirement Survivor Annuity which election shall not  be  effective
unless  (1)  the election designates a specific Beneficiary (including
any  class of Beneficiaries or any contingent Beneficiaries) and,  for
an  election  to  waive  a Qualified Joint and Survivor  Annuity,  the
particular  form  of  benefit payment, which  designations  cannot  be
changed  without the Spouse's consent (or the Spouse expressly permits
designations by the Participant without any further spousal  consent);
(2) such Participant's Spouse consents in writing to such election  on
an  Election  Form; (3) such consent acknowledges the effect  of  such
election;  and  (4)  such consent is witnessed  by  a  notary  public;
provided,
     (i)  if the Participant establishes to the satisfaction of a Plan
representative  that such written consent may not be obtained  because
there is no Spouse or the Spouse cannot be located or because of  such
other circumstances as may be described in the regulations under  Code
S417,  a  Participant's election shall be deemed  to  be  a  Qualified
Election;
     (ii)  a  Spouse's  written consent under this S10.1(e)  shall  be
irrevocable  as  to such Spouse and shall be binding only  as  against
such Spouse;
     (iii)  no consent shall be valid unless the Participant  received
notice as provided in S10.4;
     (iv)  a  consent  that permits designations  by  the  Participant
without  any further spousal consent must acknowledge that the  Spouse
has  the  right  to limit consent to a specific Beneficiary,  and,  if
applicable,  a specific form of benefit payment, and that  the  Spouse
voluntarily elects to relinquish either or both of such rights; and
     (v)a  Participant may revoke (without the consent of his  or  her
Spouse)  an election to waive the Qualified Joint and Survivor Annuity
or the Qualified Preretirement Survivor Annuity on an Election Form at
any  time  prior  to  the  date as of which the Participant's  Account
becomes payable under S9.
    10.1(f)    Qualified  Joint  and  Survivor  Annuity  -   means   a
nontransferable  immediate  annuity  payable  for  the  life  of   the
Participant which is the amount of benefit which can be purchased with
the  Participant's Vested Account Balance on the Annuity Starting Date
with  a  survivor  annuity payable for the life of  the  Participant's
surviving Spouse which is
    10.1(f)(1)  Standard Option - 50% or
     10.1(f)(2) Alternative - such greater percentage (not  to  exceed
100%) specified in the Adoption Agreement
  of the amount of the annuity which is payable during the joint lives
of the Participant and such Spouse.
    10.1(g)  Qualified  Preretirement  Survivor  Annuity  -  means   a
nontransferable annuity payable for the life of the surviving  Spouse,
which is the amount of benefit which can be purchased with
     10.1(g)(1)   Standard  Option - 100% of the Participant's  Vested
Account Balance as of the Annuity Starting Date or
     10.1(g)(2)  Alternative - such lesser percentage (not  less  than
50%)  specified in the Adoption Agreement of such Participant's Vested
Account  Balance (determined by allocating the portion of such balance
which  is  attributable to employee contributions  proportionately  to
such annuity and to the remainder of such balance).
   10.1(h)  Vested Account Balance - means the nonforfeitable  portion
of  a  Participant's Account derived from Employer  contributions  and
Employee  contributions  (including Rollover  Contributions),  whether
vested  before  or  upon  death, including the proceeds  of  insurance
contracts,  if  any,  on  the  Participant's  life  and  reduced,   if
applicable, for outstanding loans in accordance with S13.3(d)(1)(iv).
10.2   Distribution  to Participant. Unless a Participant  waives  the
Qualified Joint and Survivor Annuity and elects an optional method  of
distribution (as described in S10.6) on an Election Form pursuant to a
Qualified  Election  within the Election Period, any  distribution  of
such Participant's Vested Account Balance shall be paid in the form of
(a)  a  Qualified  Joint and Survivor Annuity for  each  such  married
Participant and his or her Spouse or (b) a Life Annuity for each  such
unmarried  Participant. A Participant may elect that such  annuity  be
distributed upon attainment of the Earliest Retirement Age.
10.3 Distribution to Surviving Spouse. Unless a Participant waives the
Qualified Preretirement Survivor Annuity and elects an optional method
of  distribution (as described in S10.6) on an Election Form  pursuant
to a Qualified Election within the Election Period, such Participant's
Vested Account Balance shall, in the event of the Participant's  death
before the Participant's Annuity Starting Date, be applied to purchase
a  Qualified Preretirement Survivor Annuity for the surviving  Spouse.
If the Qualified Preretirement Survivor Annuity is less than 100%, the
remaining portion of the Participant's Vested Account Balance shall be
payable  to  the  Participant's Beneficiary under  S9.  The  surviving
Spouse may elect that such Qualified Preretirement Survivor Annuity be
distributed  to such Spouse within a reasonable period  following  the
death  of  the Participant. Notwithstanding the foregoing, a surviving
Spouse  entitled  to  a Qualified Preretirement Survivor  Annuity  may
elect   in   writing  after  the  Participant's  death  to  have   the
Participant's  Vested Account Balance distributed in an optional  form
of benefit in accordance with S10.6.
10.4 Notice Requirements.
   10.4(a)  Qualified Joint and Survivor Annuity and Life Annuity. The
Plan Administrator shall no less than 30 days and no more than 90 days
before  the  Annuity  Starting Date provide each  Participant  with  a
written  explanation of the Qualified Joint and Survivor  Annuity  and
the Life Annuity, which explanation shall describe
    10.4(a)(1)  the terms and conditions of such annuity;
     10.4(a)(2)  the Participant's right to make a Qualified  Election
to waive such annuity and the effect of such election;
    10.4(a)(3)  the rights of the Participant's Spouse, if any;
     10.4(a)(4)  the right to revoke such election and the  effect  of
such a revocation; and
     10.4(a)(5)  the relative values of the various optional forms  of
benefits under the Plan.
    10.4(b)   Qualified  Preretirement  Survivor  Annuity.  The   Plan
Administrator shall provide to each Participant within the "applicable
period"  for  such Participant a written explanation of the  Qualified
Preretirement Survivor Annuity which includes the type of  information
described in S10.4(a). The "applicable period" for a Participant is
    10.4(b)(1)  the period beginning on the first day of the Plan Year
in  which such Participant attains age 32 and ending with the close of
the Plan Year preceding the Plan Year in which the Participant attains
age 35,
     10.4(b)(2)  a reasonable period ending after he or she becomes  a
Participant, or
     10.4(b)(3)  a reasonable period ending after this S10 applies  to
such Participant,
  whichever period ends last. However, if a Participant separates from
service before he or she reaches age 35, such notice shall be provided
within the two year period beginning one year before the Participant's
separation from service and ending one year after such separation  and
if  such Participant is subsequently reemployed, the applicable period
for  such Participant shall be redetermined under S10.4(b)(1)  through
S10.4(b)(3).   For   purposes  of  S10.4(b)(2)  and   S10.4(b)(3),   a
"reasonable period" is the two year period which begins one year prior
to  the occurrence of the event and ends one year after the occurrence
of the event.
10.5 Safe Harbor Rules.
   10.5(a) Application. If so specified in the Adoption Agreement, the
provisions in this S10.5 shall apply in lieu of S10.1 through S10.4 to
(1)  a Participant in a Profit Sharing Plan or a 401(k) Plan, and  (2)
to  any distribution made on or after the first day of the first  Plan
Year  beginning  after  December 31, 1988 from  or  under  a  separate
account   attributable  solely  to  accumulated  deductible   employee
contributions  (as  defined in Code S72(o)(5)(B))  and  maintained  on
behalf  of  a Participant in a Money Purchase Pension Plan  or  Target
Benefit  Pension  Plan  provided  that  the  conditions  specified  in
S10.5(b) are satisfied.
   10.5(b) Conditions. In order to fit within this safe harbor (1) the
Participant does not or cannot elect payments in the form  of  a  Life
Annuity with respect to the Participant's Vested Account Balance;  (2)
on  the  death  of  a  Participant, the Participant's  Vested  Account
Balance  shall  be paid to the Participant's surviving Spouse,  or  if
there  is no surviving Spouse or if the surviving Spouse has consented
in  a  manner conforming to a Qualified Election, to the Participant's
Beneficiary; and (3) with respect to a Participant in a Profit Sharing
Plan or a 401(k) Plan, the Plan is not a direct or indirect transferee
of a defined benefit plan, money purchase pension plan, target benefit
pension  plan,  stock  bonus  plan, or profit-sharing  plan  which  is
subject  to the survivor annuity requirements of Code S401(a)(11)  and
Code   S417  ("Transferee  Plan"),  or  the  Plan  maintains  separate
bookkeeping  accounts for such Participant's Transferee Plan  benefits
and  all  other benefits of the Participant under the Plan and  gains,
losses, withdrawals, contributions, forfeitures, and other credits  or
charges are allocated on a reasonable and consistent basis between the
Transferee  Plan  benefits (which are subject to the survivor  annuity
requirements  in  S10.1  through S10.4) and the  other  Plan  benefits
(which are subject to the safe harbor rule in this S10.5).
   10.5(c)  Surviving Spouse. The surviving Spouse may elect  to  have
distribution of the Vested Account Balance commence within the 90  day
period  following  the  date of the Participant's  death.  The  Vested
Account  Balance  shall be adjusted for Fund Earnings occurring  after
the  Participant's death in accordance with S6.2 in  the  same  manner
that Accounts are adjusted for other types of distributions.
   10.5(d)  Waiver of Spousal Benefit. The Participant may  waive  the
spousal  death benefit described in this S10.5 at any time;  provided,
no  such  waiver shall be effective unless it satisfies the conditions
described   in  S10.1(e)  (other  than  the  notification  requirement
referred  to  in  such section) that would apply to the  Participant's
Qualified  Election  to  waive  the Qualified  Preretirement  Survivor
Annuity.
   10.5(e) Vested Account Balance. For purposes of this S10.5,  Vested
Account  Balance  shall  mean, (1) in the case  of  a  Money  Purchase
Pension  Plan  or  Target  Benefit  Pension  Plan,  the  Participant's
separate account balance attributable solely to accumulated deductible
employee contributions within the meaning of Code S72(o)(5)(B) and (2)
in the case of a Profit Sharing Plan or 401(k) Plan, the Participant's
Vested  Account Balance as defined in S10.1(h), excluding the  portion
of  such  Vested Account Balance which is attributable  to  Transferee
Plan benefits described in S10.5(b).
10.6  Optional Forms.
   10.6(a)General.  If a Participant properly and  timely  waives  the
Qualified Joint and Survivor Annuity as described in S10.2 or  to  the
extent  the  safe harbor rules of S10.5 apply to a distribution,  such
distribution  shall be made in the form specified  in  this  S10.6  as
selected by the Participant (or his or her Beneficiary in the event of
the Participant's death).
   10.6(b)  Before  Separation  From Service.  Any  distribution  made
pursuant to S9.2 shall, subject to S10.2, be made in a single sum.
  10.6(c)  After Separation From Service.
    10.6(c)(1) Standard Option. The optional benefit form available to
any  Participant after separation from service with the  Employer  and
all  Affiliates  or  to his or her Beneficiary in  the  event  of  the
Participant's death shall be a single sum.
     10.6(c)(2)  Alternative. If specified in the Adoption  Agreement,
the  following  optional  benefit forms  shall  be  available  to  any
Participant  (or  to  his  or her Beneficiary  in  the  event  of  the
Participant's death):
      (i) Single Sum - by payment in a single sum.
       (ii) Installments - by payment in annual installments (or  more
frequent installments) over a specified period in accordance with  the
minimum distribution rules in S11.
       (iii) Annuity - in the form of an annuity contract under  which
the amount of benefits shall be that which can be provided by applying
the  nonforfeitable  portion  of such  Participant's  Account  to  the
applicable  settlement  option or annuity  purchase  rate  under  such
contract; or
       (iv)  Other  Forms  -  under  one  of  the  optional  forms  of
distribution, if any, under the Pre-Existing Plan or a plan  described
in  S14.5  which  are required to be preserved under Code  S411(d)(6).
Such  optional forms shall be described in the Adoption Agreement and,
unless otherwise specified in the Adoption Agreement, such other forms
shall   apply   to   the   Participant's   entire   Account   balance.
Notwithstanding  the  foregoing, if the Plan Administrator  separately
accounts  for  benefits under a Pre-Existing Plan or a plan  described
under S14.5 or, if applicable, under S10.5, the optional forms may  be
limited to such separate accounts.
   10.6(d) No Method Selected. If the safe harbor rules of S10.5 apply
to  a distribution, but the Participant or the Participant's Spouse or
Beneficiary  fails  to  specify the method of distribution,  then  any
distribution made to such Participant, Spouse or Beneficiary shall  be
made in a single sum.
    10.6(e)  Single  Sum.  A  distribution  made  on  account   of   a
Participant's death or separation from service with the  Employer  and
all  Affiliates which is made in more than one payment shall be deemed
to  be  a  single sum distribution for purposes of this  Plan  if  the
additional  payment  or payments are necessary to reflect  allocations
completed  following  the  Participant's  death  or  separation   from
service.
   10.6(f) In Kind Distributions. A distribution shall be made in kind
only to the extent provided in the Adoption Agreement and only to  the
extent an "in kind" distribution is permissible under ERISA.
10.7  Annuity Contracts. Any annuity contract distributed by the  Plan
to  a  Participant or a Beneficiary shall be nontransferable  and  the
terms  of  such contract shall comply with the applicable requirements
of this Plan and the Code.
10.8  Transitional Rules.
  10.8(a)  Any living Participant not receiving benefits on August 23,
1984,  who would otherwise not receive the benefits prescribed by  the
previous  sections of this S10 must be given the opportunity to  elect
to  have such sections apply (1) if such Participant is credited  with
at  least one Hour of Service under this Plan or a predecessor plan in
a  Plan  Year  beginning on or after January 1,  1976,  and  (2)  such
Participant had at least 10 years of vesting service when  he  or  she
separated from service.
  10.8(b)  Any living Participant not receiving benefits on August 23,
1984,  who  was credited with at least one Hour of Service under  this
Plan  or a predecessor plan on or after September 2, 1974, and who  is
not otherwise credited with any service in a Plan Year beginning on or
after  January 1, 1976, must be given the opportunity to have  his  or
her benefits paid in accordance with S10.8(d).
   10.8(c)   The  respective opportunities to elect (as  described  in
S10.8(a)   and  (b)  above)  must  be  afforded  to  the   appropriate
Participants  during  the period commencing on August  23,  1984,  and
ending  on  the  date  benefits  would  otherwise  commence  to   such
Participants.
   10.8(d)   Any Participant who has elected pursuant to S10.8(b)  and
any  Participant who does not elect under S10.8(a) or  who  meets  the
requirements of S10.8(a) except that such Participant does not have at
least  10  years  of  vesting service when he or  she  separates  from
service, shall have his or her benefits distributed in accordance with
all  of the following requirements if benefits would have been payable
in the form of a life annuity:
     10.8(d)(1)   If  benefits in the form of a  life  annuity  become
payable to a married Participant who:
      (i) begins to receive payments under the Plan on or after Normal
Retirement Age; or
       (ii) dies on or after Normal Retirement Age while still working
for the Employer; or
       (iii)  begins  to receive payments on or after  the  "qualified
early retirement age"; or
       (iv)  separates  from  service on  or  after  attaining  Normal
Retirement  Age  (or the "qualified early retirement age")  and  after
satisfying  the eligibility requirements for the payment  of  benefits
under  the  Plan and thereafter dies before beginning to receive  such
benefits;
     then such benefits shall be received under this Plan in the  form
of  a Qualified Joint and Survivor Annuity, unless the Participant has
elected otherwise during the election period. The election period must
begin  at  least  6  months before the Participant attains  "qualified
early  retirement  age"  and end not more  than  90  days  before  the
commencement  of benefits. Any such election shall be in  writing  and
may be changed by the Participant at any time.
     10.8(d)(2)   A  Participant who is employed after  attaining  the
qualified  early  retirement age shall be  given  the  opportunity  to
elect,  during the election period, to have a survivor annuity payable
on  death. The election period begins on the later of (i) the 90th day
before  the Participant attains the "qualified early retirement  age",
or  (ii) the date on which participation begins, and ends on the  date
the Participant separates from service. Any such election shall be  in
writing  and  may be changed by the Participant at any  time.  If  the
Participant  elects the survivor annuity, payments under such  annuity
must  not be less than the payments which would have been made to  the
Spouse  under  the  Qualified  Joint  and  Survivor  Annuity  if   the
Participant had retired on the day before the Participant's death.
     10.8(d)(3)   For  purposes  of this  S10.8(d),  "qualified  early
retirement age" means the latest of:
       (i)  the  earliest date under the Plan on which the Participant
may elect to receive retirement benefits,
       (ii)  the  first  day of the 120th month beginning  before  the
Participant reaches Normal Retirement Age, or
      (iii) the date the Participant begins participation.
10.9 Direct Rollovers.
   10.9(a)  General. This S10.9 applies to distributions  made  on  or
after  January 1, 1993. Notwithstanding any provision of the  Plan  to
the contrary that would otherwise limit a Distributee's election under
this  S10,  a  Distributee may elect, at the time and  in  the  manner
prescribed  by  the  Plan Administrator, to have  any  portion  of  an
Eligible  Rollover  Distribution paid  directly  by  the  Plan  to  an
Eligible  Retirement  Plan specified by the Distributee  in  a  direct
rollover in accordance with Code S401(a)(31).
  10.9(b) Definitions.
     10.9(b)(1)  Eligible Rollover Distribution. An Eligible  Rollover
Distribution is any distribution of all or any portion of the  balance
to  the  credit  of the Distributee, except that an Eligible  Rollover
Distribution  does not include:  any distribution that  is  one  of  a
series  of  substantially equal periodic payments (not less frequently
than  annually)  made  for  the  life  (or  life  expectancy)  of  the
Distributee  or  the joint lives (or joint life expectancies)  of  the
Distributee  and the Distributee's designated beneficiary,  or  for  a
specified period of ten years or more; any distribution to the  extent
such  distribution is required under Code S 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).
     10.9(b)(2) Eligible Retirement Plan. An Eligible Retirement  Plan
is  an  individual  retirement account described in Code  S408(a),  an
individual  retirement annuity described in Code S408(b),  an  annuity
plan described in Code S403(a), or a qualified trust described in Code
S401(a),    that   accepts   the   Distributee's   Eligible   Rollover
Distribution.   However,  in  the  case  of   an   Eligible   Rollover
Distribution to the surviving spouse, an Eligible Retirement  Plan  is
an individual retirement account or individual retirement annuity.
     10.9(b)(3)  Distributee. A Distributee includes  an  Employee  or
former  Employee.  In  addition, the Employee's or  former  Employee's
surviving  spouse  and the Employee's or former Employee's  spouse  or
former  spouse  who is the alternate payee under a qualified  domestic
relations  order,  as defined in Code S414(p), are  Distributees  with
regard to the interest of the spouse or former spouse.
SECTION 11.  MINIMUM DISTRIBUTION REQUIREMENTS
11.1   General.  Subject to S10, Benefit Payment  Forms  -  Joint  and
Survivor  Annuity  Requirements, the requirements of  this  S11  shall
apply  to  any distribution of a Participant's Account and shall  take
precedence  over  any  inconsistent provisions of  this  Plan.  Unless
otherwise  specified,  the  provisions of  this  S11  shall  apply  to
calendar  years  beginning after December 31, 1984. All  distributions
required  under  this S11 shall be determined and made  in  accordance
with  the  proposed regulations under Code S401(a)(9),  including  the
minimum  distribution incidental benefit requirement of S1.401(a)(9)-2
of the proposed regulations.
11.2 Special Definitions.
   11.2(a)   Applicable Calendar Year - means the  first  Distribution
Calendar  Year,  and  if life expectancy is being  recalculated,  each
succeeding calendar year.
   11.2(b) Applicable Life Expectancy - means the life expectancy  (or
joint and last survivor expectancy) calculated using the attained  age
of the Participant (or Designated Beneficiary) as of the Participant's
(or Designated Beneficiary's) birthday in the Applicable Calendar Year
reduced by one for each calendar year which has elapsed since the date
life  expectancy  was  first calculated. If life expectancy  is  being
recalculated,  the  Applicable  Life  Expectancy  shall  be  the  life
expectancy as so recalculated.
   11.2(c)  Designated  Beneficiary -  means  the  individual  who  is
designated as the Beneficiary under this Plan in accordance with  Code
S401(a)(9) and the regulations under such Code section.
  11.2(d) Distribution Calendar Year - means a calendar year for which
a minimum distribution is required. For distributions beginning before
the Participant's death, the first Distribution Calendar Year shall be
the  calendar  year  immediately preceding  the  calendar  year  which
contains  the Participant's Required Beginning Date. For distributions
beginning  after  the  Participant's  death,  the  first  Distribution
Calendar  Year  shall be the calendar year in which distributions  are
required to begin pursuant to S11.6.
   11.2(e)  Life Expectancy - means the life expectancy (or joint  and
last  survivor  expectancy) as computed by use of the expected  return
multiples  in  Tables V and VI of S1.72-9 of the  Federal  Income  Tax
Regulations. Unless otherwise elected by the Participant  (or  Spouse,
in  the  case of distributions described in S11.6(b)(2)) by  the  time
distributions  are  required  to begin,  life  expectancies  shall  be
recalculated annually. Such election shall be irrevocable  as  to  the
Participant (or Spouse) and shall apply to all subsequent  years.  The
life expectancy of a nonspouse Beneficiary may not be recalculated.
   11.2(f) Participant's Benefit - means the nonforfeitable portion of
a  Participant's Account determined as of the last Valuation  Date  in
the calendar year immediately preceding the Distribution Calendar Year
("valuation   calendar  year")  increased  by  the   amount   of   any
contributions or forfeitures allocated to the Account as of  dates  in
the valuation calendar year after such Valuation Date and decreased by
distributions made in the valuation calendar year after such Valuation
Date.  If  any  portion  of  the minimum distribution  for  the  first
Distribution Calendar Year is made in the second Distribution Calendar
Year  on  or  before the Required Beginning Date, the  amount  of  the
minimum  distribution  made in the second Distribution  Calendar  Year
shall  be  treated as if it had been made in the immediately preceding
Distribution Calendar Year.
  11.2(g) Required Beginning Date.
     11.2(g)(1)  General  Rule.  The  Required  Beginning  Date  of  a
Participant who reaches age 70  after December 31, 1987 is  the  first
day of April of the calendar year following the calendar year in which
the Participant reaches age 70.
    11.2(g)(2) Age 70  Before 1988. The Required Beginning Date of  a
Participant who reaches age 70 before January 1, 1988 shall be,
       (i)  for a Participant who is not a 5% owner, the first day  of
April of the calendar year following the calendar year in which occurs
the later of retirement or reaching age 70 or
       (ii)  for  a  Participant who is a 5%  owner  during  any  year
beginning  after  December 31, 1979, the first day of April  following
the later of:
         (A)  the  calendar year in which the Participant reaches  age
70, or
      B) earlier of the calendar year with or within which ends
the  Plan  Year  in which the Participant becomes a 5% owner,  or  the
calendar year in which the Participant retires.
     11.2(g)(3) Age 70 During 1988.  The Required Beginning Date of a
Participant who is not a 5% owner, who reaches age 70 during 1988 and
who has not retired before January 1, 1989 shall be April 1, 1990. The
Required  Beginning Date of a Participant who is a  5%  owner  or  who
retired  before  January 1, 1989 and who reaches age 70 during  1988
shall be determined in accordance with S11.2(g)(1).
    11.2(g)(4)  5% Owner. A Participant shall be treated as a 5% owner
for  purposes of this S11.2(g) if such Participant is a  5%  owner  as
defined  in Code S416(i) (determined in accordance with Code S416  but
without  regard to whether the Plan is top-heavy) at any  time  during
the  Plan  Year ending with or within the calendar year in which  such
individual  attains  age  66  or  any  subsequent  Plan  Year.   Once
distributions  have  begun to a 5% owner under  this  S11,  they  must
continue to be distributed, even if the Participant ceases to be a  5%
owner in a subsequent year.
11.3  Required Beginning Date. The entire nonforfeitable interest of a
Participant  must be distributed or begin to be distributed  no  later
than  the  Participant's  Required Beginning Date.  Such  distribution
shall be made
   11.3(a)   in the form of a Qualified Joint and Survivor Annuity  as
described in S10.2, or
   11.3(b)   if  the Qualified Joint and Survivor Annuity is  properly
waived  or to the extent the safe harbor rules in S10.5 apply, in  the
optional benefit form in S10.6 selected by the Participant.
Notwithstanding  the foregoing, even if installment distributions  are
not otherwise available as an optional benefit form, a Participant who
has not separated from service with the Employer and all Affiliates as
of  the  Required Beginning Date (or as of the end of any Distribution
Calendar   Year   thereafter)  may  elect  to  receive   the   minimum
distribution  amount  for  each  such Distribution  Calendar  Year  as
described in S11.5.
11.4  Limits  on  Distribution Periods. As of the  first  Distribution
Calendar Year, distributions (if not made in a single sum) may only be
made over one of the following periods (or a combination thereof):
  11.4(a)  the life of the Participant,
  11.4(b)  the life of the Participant and a Designated Beneficiary,
   11.4(c)   a period certain not extending beyond the life expectancy
of the Participant, or
   11.4(d)   a period certain not extending beyond the joint and  last
survivor expectancy of the Participant and a Designated Beneficiary.
11.5   Determination of Amount to be Distributed  Each  Year.  If  the
Participant's  interest is to be distributed in other  than  a  single
sum,  the following minimum distribution rules shall apply on or after
the Required Beginning Date:
  11.5(a) Individual Account.
      11.5(a)
(1)   General.  If  a  Participant's  Benefit  is  to  be
distributed over (i) a period not extending beyond the life expectancy
of  the Participant or the joint life and last survivor expectancy  of
the Participant and the Participant's Designated Beneficiary or (ii) a
period  not  extending beyond the life expectancy  of  the  Designated
Beneficiary,  the amount required to be distributed for each  calendar
year, beginning with distributions for the first Distribution Calendar
Year,  must  at  least  equal the quotient obtained  by  dividing  the
Participant's Benefit by the Applicable Life Expectancy.
    11.5(a)(2) Incidental Death Benefit Rules.
       (i) For calendar years beginning before January 1, 1989, if the
Participant's Spouse is not the Designated Beneficiary, the method  of
distribution  selected must assure that at least 50%  of  the  present
value of the amount available for distribution is paid within the life
expectancy of the Participant.
       (ii) For calendar years beginning after December 31, 1988,  the
amount  to be distributed each year, beginning with distributions  for
the  first  Distribution Calendar Year, shall not  be  less  than  the
quotient obtained by dividing the Participant's Benefit by the  lesser
of  (A)  the  Applicable Life Expectancy or (B) if  the  Participant's
Spouse  is  not  the  Designated Beneficiary, the  applicable  divisor
determined from the table set forth in Q&A-4 of S1.401(a)(9)-2 of  the
proposed regulations. Distributions after the death of the Participant
shall   be  distributed  using  the  Applicable  Life  Expectancy   in
S11.5(a)(1)  as  the relevant divisor without regard to S1.401(a)(9)-2
of the proposed regulations.
     11.5(a)(3)  Timing.  The minimum distribution  required  for  the
Participant's  first Distribution Calendar Year must  be  made  on  or
before   the  Participant's  Required  Beginning  Date.  The   minimum
distribution for subsequent Distribution Calendar Years, including the
minimum  distribution for the Distribution Calendar Year in which  the
Participant's  Required Beginning Date occurs,  must  be  made  on  or
before December 31 of that Distribution Calendar Year.
    11.5(b)  Annuity  Contracts.  If  the  Participant's  Benefit   is
distributed  in  the form of an annuity purchased  from  an  insurance
company,  distributions under such annuity shall be made in accordance
with the requirements of Code S401(a)(9).
11.6 Death Distribution Provisions.
  11.6(a) Distribution Beginning Before Death. If the Participant dies
after  distribution of his or her nonforfeitable interest  has  begun,
the  remaining portion of such nonforfeitable interest shall  continue
to  be  distributed  at  least  as rapidly  as  under  the  method  of
distribution being used prior to the Participant's death.
   11.6(b) Distribution Beginning After Death. If the Participant dies
before  distribution  of  his or her nonforfeitable  interest  begins,
distribution of the Participant's entire nonforfeitable interest shall
be  completed by December 31 of the calendar year containing the fifth
anniversary  of the Participant's death except to the extent  that  an
election  is made to receive distributions in accordance with  (1)  or
(2) below:
     11.6(b)(1)   if  any portion of the Participant's  nonforfeitable
interest is payable to a Designated Beneficiary, distributions may  be
made  over the life or over a period certain not greater than the life
expectancy  of  the Designated Beneficiary and shall  commence  on  or
before  December  31  of the calendar year immediately  following  the
calendar year in which the Participant died;
     11.6(b)(2)   if  the Designated Beneficiary is the  Participant's
surviving  Spouse, distributions may be made over the period described
in clause (1) above but the required commencement date may be deferred
until  the  later of (i) December 31 of the calendar year  immediately
following  the  calendar year in which the Participant  died  or  (ii)
December  31 of the calendar year in which the Participant would  have
reached age 70.   
 If  the  Participant  has  not made an election  pursuant  to  this
S11.6(b)  by  the  time of the Participant's death, the
  Participant's Designated Beneficiary must elect
 the method of distribution no  later
than  the  earlier of (A) December 31 of the calendar  year  in  which
distributions  would be required to begin under  this  S11.6,  or  (B)
December  31 of the calendar year which contains the fifth anniversary
of  the  date of death of the Participant. If the Participant  has  no
Designated  Beneficiary,  or if the Designated  Beneficiary  does  not
elect  a  method  of  distribution, distribution of the  Participant's
entire interest must be completed by December 31 of the calendar  year
containing the fifth anniversary of the Participant's death.
  11.6(c)  Special Rules.
    11.6(c)(1)  For purposes of S11.6(b), if the surviving Spouse dies
after  the Participant, but before payments to such Spouse begin,  the
provisions  of S11.6(b), with the exception of S11.6(b)(2),  shall  be
applied as if the surviving Spouse were the Participant.
    11.6(c)(2)  For purposes of this S11.6, any amount paid to a child
of  the  Participant shall be treated as if it had been  paid  to  the
surviving Spouse if the amount becomes payable to the surviving Spouse
when the child reaches the age of majority.
     11.6(c)(3)   For  the purposes of this S11.6, distribution  of  a
Participant's   interest  shall  be  considered  to   begin   on   the
Participant's  Required Beginning Date (or, if  S11.6(c)(1)  above  is
applicable,  the  date  distribution  is  required  to  begin  to  the
surviving Spouse pursuant to S11.6(b)). If distribution in the form of
an  annuity  irrevocably  commences  to  the  Participant  before  the
Required Beginning Date, the date distribution is considered to  begin
shall be the date distribution actually commences.
11.7  Special Pre-TEFRA Distribution Election.
  11.7(a)  General Rule. Subject to S10, Benefit Payment Forms - Joint
and  Survivor  Annuity Requirements, the nonforfeitable percentage  of
the Account of any Participant (including a "5% owner" as described in
S11.2(g)(4))  who  has  in  effect  a Special  Pre-TEFRA  Distribution
Election  (as  described  in  S11.7(b)) shall  be  paid  only  to  the
Participant, or in the case of the Participant's death, only to his or
her   beneficiary  in  accordance  with  the  method  of  distribution
specified  in  such election without regard to the distribution  rules
set forth in S11.1 through S11.6.
   11.7(b)   Special Pre-TEFRA Distribution Election. For purposes  of
this  S11.7,  a  Special  Pre-TEFRA  Distribution  Election  means   a
designation  in  writing,  signed by the Participant  or  his  or  her
beneficiary, made before January 1, 1984 by a Participant in this Plan
or  a  Participant  in a Pre-Existing Plan who had accrued  a  benefit
under such plan as of December 31, 1983 which designation specifies
    11.7(b)(1)  a distribution method which was permissible under Code
S401(a)(9)  as  in effect prior to amendment by the Deficit  Reduction
Act of 1984,
    11.7(b)(2)  the time at which such distribution will commence,
     11.7(b)(3)  the period over which such distribution will be made,
and
     11.7(b)(4)   if  such  designation  is  to  be  effective  for  a
beneficiary,  the  beneficiaries  of  the  Participant  in  order   of
priority.
   A distribution to be made upon the death of a Participant shall not
be   covered  under  this  S11.7(b)  unless  the  information  in  the
designation   with   respect  to  such  distribution   satisfies   the
requirements of this S11.7(b).
   11.7(c) Current Distributions. Any distribution which began  before
January  1, 1984 and continues after such date shall be deemed  to  be
made  pursuant  to a Special Pre-TEFRA Distribution  Election  if  the
method  of  distribution  was set forth in  writing  and  such  method
satisfies the requirements of S11.7(b)(1) through (4).
   11.7(d)  Revocation.  A Participant who made  a  Special  Pre-TEFRA
Distribution Election shall have the right to revoke such election  by
completing  and  filing  a  distribution  Election  Form   under   S9.
Furthermore, any change (other than the mere substitution or  addition
of a beneficiary not originally designated in such election which does
not  directly  or indirectly alter the period over which distributions
are to be made) to a Special Pre-TEFRA Distribution Election shall  be
deemed  to  be  a  revocation of such election. Upon  revocation,  any
subsequent  distribution  shall  be  made  in  accordance  with   Code
S401(a)(9).  If  a  designation  is revoked  subsequent  to  the  date
distributions are required to begin, the Plan must distribute  by  the
end  of  the  calendar year following the calendar year in  which  the
revocation  occurs  the total amount not yet distributed  which  would
have   been  required  to  have  been  distributed  to  satisfy   Code
S401(a)(9),  but for the Special Pre-TEFRA Distribution Election.  For
calendar  years beginning after December 31, 1988, such  distributions
must meet the minimum distribution incidental benefit requirements  in
S1.401(a)(9)-2  of  the  proposed  regulations.  If   an   amount   is
transferred or rolled over from one plan to another plan, the rules in

Q&A  J-2  and  Q&A  J-3 of S1.401(a)(9)-1 of the proposed  regulations
shall apply.
SECTION 12.  TOP-HEAVY PLAN RULES
12.1 Application. The rules set forth in this S12 shall supersede  any
provisions  of  this  Plan  or  the  Adoption  Agreement   which   are
inconsistent  with these rules as of the first day of the  first  Plan
Year  beginning after December 31, 1983 during which the  Plan  is  or
becomes  a  Top-Heavy Plan and such rules shall continue to  supersede
such provisions for so long as the Plan is a Top-Heavy Plan unless the
Code permits such rules to cease earlier or requires them to remain in
effect for a longer period.
12.2  Special Definitions. For purposes of this S12, the terms defined
in this S12.2 shall have the meanings shown opposite such terms.
  12.2(a) Determination Date - means
     12.2(a)(1)  for the first Plan Year of a Plan which is adopted as
a  new  Plan under the Adoption Agreement, the last day of  such  Plan
Year, and
     12.2(a)(2)   for any subsequent Plan Year, the last  day  of  the
immediately preceding Plan Year, and
     12.2(a)(3)   for  any  plan  year of each  other  qualified  plan
maintained  by  the  Employer  or an Affiliate  which  is  part  of  a
Permissive Aggregation Group or a Required Aggregation Group, the date
determined  under this S12.2(a) as if the term "Plan Year"  means  the
plan year for each such qualified plan.
  12.2(b)Key Employee - means any Employee or former Employee (and the
Beneficiaries of such Employee) (as determined in accordance with Code
S416(i)(1))  who  at any time during the Plan Year or  any  of  the  4
immediately preceding Plan Years was
     12.2(b)(1)   an  officer of the Employer or  an  Affiliate  whose
compensation  for such Plan Year exceeds 50% of the dollar  limitation
under Code S415(b)(1)(A),
     12.2(b)(2)   an  owner (or considered to be an owner  within  the
meaning  of  Code  S318)  of one of the 10 largest  interests  in  the
Employer or an Affiliate whose compensation for such Plan Year exceeds
the  100%  of the dollar limitation under Code S415(c)(1)(A); provided
that the value of such Employee's ownership interest is more than one-
half of one percent,
    12.2(b)(3)  a 5% owner of the Employer or an Affiliate, or
     12.2(b)(4)   a  1%  owner of the Employer or an  Affiliate  whose
compensation for such Plan Year exceeds $150,000.
   For  purposes  of  this S12.2(b), an Employee's compensation  means
compensation  within  the meaning of Code S415(c)(3)  (as  defined  in
S7.2(a)(2))  but including amounts contributed by the Employer  or  an
Affiliate pursuant to a salary reduction agreement which are  excluded
from gross income under Code S125, S402(e)(3), S402(h) or S403(b).
   12.2(c) Permissive Aggregation Group - means a Required Aggregation
Group  and  any  other qualified plan or plans (as described  in  Code
S401(a))  maintained  by  the Employer or  an  Affiliate  which,  when
considered  with  the Required Aggregation Group,  would  continue  to
satisfy the requirements of Code S401(a)(4) and Code S410.
   12.2(d) Required Aggregation Group - means (1) each qualified  plan
(as  described  in  Code S401(a)) maintained by  the  Employer  or  an
Affiliate  in  which  at  least  one  Key  Employee  participates   or
participated  at  any  time during the 5 year  period  ending  on  the
Determination   Date  (without  regard  to  whether  such   plan   has
terminated)  and  (2)  any  other qualified  plan  maintained  by  the
Employer  or  an Affiliate which enables any such plan to satisfy  the
requirements of Code S401(a)(4) or Code S410.
   12.2(e)   Top-Heavy Plan - means this Plan if, for  any  Plan  Year
beginning after December 31, 1983, either
     12.2(e)(1)  this Plan is not part of a Required Aggregation Group
or  a  Permissive Aggregation Group and the Top-Heavy Ratio  for  this
Plan exceeds 60%;
     12.2(e)(2)  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
     12.2(e)(3)  this Plan is part of a Required Aggregation Group and
part of a Permissive Aggregation Group and the Top-Heavy Ratio for the
Permissive Aggregation Group exceeds 60%.
  12.2(f) Top-Heavy Ratio.
     12.2(f)(1)  If the Employer or an Affiliate maintains one or more
defined  contribution plans (including any simplified employee pension
plan)  and the Employer or an Affiliate has never maintained a defined
benefit  plan under which benefits have been accrued for a Participant
in  this  Plan  during the 5 year period ending on  the  Determination
Date,  "Top-Heavy Ratio" means for this Plan alone or for the Required
Aggregation  Group or Permissive Aggregation Group, as appropriate,  a
fraction,  the  numerator of which shall be the  sum  of  the  account
balances of all Key Employees as of the Determination Date under  this
and  all other such defined contribution plans and the denominator  of
which shall be the sum of the account balances of all employees as  of
the   Determination  Date  under  this  and  all  other  such  defined
contribution plans.
     12.2(f)(2)  If the Employer or an Affiliate maintains one or more
defined  contribution plans (including any simplified employee pension
plan)  and  the  Employer  or  an  Affiliate  maintains  or  has  ever
maintained one or more defined benefit plans under which benefits have
been  accrued for a Participant in this Plan during the 5 year  period
ending  on  the  Determination Date, "Top Heavy Ratio" means  for  the
Required  Aggregation  Group or the Permissive Aggregation  Group,  as
appropriate, a fraction, the numerator of which shall be  the  sum  of
the  account  balances for all Key Employees as of  the  Determination
Date under this and all other such defined contribution plans and  the
sum of the present value of the accrued benefits for all Key Employees
as   of  the  Determination  Date  under  all  defined  benefit  plans
maintained  by  the  Employer or an Affiliate and the  denominator  of
which shall be the sum of the account balances for all employees as of
the   Determination  Date  under  this  and  all  other  such  defined
contribution  plans and the sum of the present value  of  the  accrued
benefits  for  all employees as of the Determination  Date  under  all
defined benefit plans maintained by the Employer or an Affiliate.
     12.2(f)(3)   The  following rules shall  apply  for  purposes  of
calculating the Top-Heavy Ratio:
       (i)  The value of any account balance and the present value  of
any  accrued  benefit shall be determined as of the most  recent  Top-
Heavy  Valuation Date that falls within, or ends with,  the  12  month
period  ending on the Determination Date (or, if plans are aggregated,
the  Determination  Dates that fall within the  same  calendar  year),
except as provided under the regulations under Code S416 for the first
and second years of a defined benefit plan;
       (ii) The value of any account balance and the present value  of
any  accrued benefit shall include the value of any distributions made
during  the  5 year period ending on such Determination Date  and  any
contributions due but as yet unpaid as of the Determination Date which
are required to be taken into account on that date under Code S416;
       (iii)  The present value of an accrued benefit under a  defined
benefit plan shall be determined in accordance with the interest  rate
and  mortality assumptions specified in the Adoption Agreement or,  if
this Plan and such defined benefit plan are Paired Plans, as specified
in the Adoption Agreement for such defined benefit Paired Plan;
      (iv) The account balance or accrued benefit of a Participant who
is  not  a  Key Employee for the current Plan Year but who was  a  Key
Employee  in  a prior Plan Year or who has not performed  an  Hour  of
Service  for  the Employer or any Affiliate at any time during  the  5
year period ending on the Determination Date shall be disregarded;
      (v) Deductible employee contributions shall be disregarded;
       (vi)  The calculation of the Top-Heavy Ratio and the extent  to
which contributions, distributions, rollovers, and transfers are taken
into account shall be determined in accordance with Code S416; and
       (vii)  If the Employer maintains more than one defined  benefit
plan,  the accrued benefit of a Participant other than a Key  Employee
shall  be determined under the method, if any, that uniformly  applies
for  accrual purposes under all such defined benefit plans  maintained
by  the Employer or an Affiliate, or if there is no such method, as if
such  benefit  accrued not more rapidly than the slowest accrual  rate
permitted under the fractional rule of Code S411(b)(1)(C).
  12.2(g) Top-Heavy Valuation Date - means for this Plan, the last day
of  each Plan Year and for each other qualified plan maintained by the
Employer or an Affiliate,
     12.2(g)(1) Standard Option - the most recent valuation  date  for
such plan or
     12.2(g)(2)  Alternative - the valuation  date  specified  in  the
Adoption Agreement.
12.3  Minimum Allocation.
  12.3(a) General. Except as otherwise provided in this S12.3, for any
Plan  Year  in  which  this  Plan is a Top-Heavy  Plan,  the  "minimum
allocation"  for each Participant who is not a Key Employee  means  an
allocation   of  Employer  Contributions  and  Forfeitures   made   in
accordance with S12.3(d) which shall not be less than the lesser of
     12.3(a)(1)  3% of such Participant's Compensation for  such  Plan
Year or,
    12.3(a)(2)  if the Employer or an Affiliate has no defined benefit
plan  which  uses  this  Plan  to satisfy  the  requirements  of  Code
S401(a)(4)  or  Code  S410,  the largest percentage  of  the  Employer
Contributions and Forfeitures allocated on behalf of any Key  Employee
(expressed as a percentage of the first $200,000 of Compensation)  for
such Plan Year.
   12.3(b)  Defined Benefit Paired Plan. If this Plan  is  adopted  in
combination with a defined benefit Paired Plan, the Employer  and  the
Participating  Affiliates shall make a contribution  under  this  Plan
(or,  if  this  Plan  is adopted in combination with  another  defined
contribution   Paired   Plan,  under  any   combination   of   defined
contribution  Paired Plans) for each Participant who  is  an  Eligible
Employee
  at  any time during such Plan Year who is also a Participant
in  the  defined  benefit Paired Plan equal to at least  5%  (or  such
greater  percentage as is specified in the adoption agreement for  the
defined benefit Paired Plan) of Compensation for such Plan Year unless
the  Employer elects under such defined benefit Paired Plan to provide
the minimum benefit accrual under such defined benefit Paired Plan.
  If this S12.3(b) applies and the Employer has not elected to provide
the minimum benefit accrual under the defined benefit Paired Plan, the
minimum  allocation  required  under  this  S12.3(b)  for  Plan  Years
beginning on and after the Final Compliance Date shall, subject to the
ordering rules in S12.3(c), be made under this Plan without regard  to
whether the Participant also benefits under the defined benefit Paired
Plan. Further, if this Plan and the defined benefit Paired Plan do not
benefit  the  same  participants  for  such  Plan  Year,  the  minimum
allocation described in S12.3(a) shall, subject to the ordering  rules
in S12.3(c), be made under this Plan for each Participant described in
S12.3(d)(1)  and the minimum benefit accrual shall be  made  for  each
participant in the defined Benefit Paired Plan in accordance with  the
terms of such Paired Plan.
  12.3(c) Defined Contribution Paired Plan. If this Plan is adopted in
combination  with one or more defined contribution Paired  Plans,  the
minimum  allocation required under this S12.3, if any, shall  be  made
under such Paired Plans in the following order:
     12.3(c)(1)  Standard  Option - First, under  the  Money  Purchase
Pension  Plan, if any; second, under the Target Benefit Pension  Plan,
if  any;  third, under the Profit Sharing Plan, if any;  and  finally,
under the 401(k) Plan, if any.
     12.3(c)(2)  Alternative - in the order specified in the  Adoption
Agreement.
   12.3(d) Participants Entitled to Allocation. The minimum allocation
required for any Plan Year under this S12.3
     12.3(d)(1)  shall be made for each Participant who is not  a  Key
Employee  and  who  is  employed as an Eligible  Employee  (or  on  an
authorized leave of absence as an Eligible Employee) on the  last  day
of  such  Plan Year, without regard to the number of Hours of  Service
actually completed by such Participant in such Plan Year; and
     12.3(d)(2)  shall not apply to any Participant (i) who is covered
under  any  other  plan  or plans maintained by  the  Employer  or  an
Affiliate  and  the  Employer has specified in the Adoption  Agreement
that the minimum allocation or the minimum benefit required under Code
S416  for any Plan Year for which this Plan is a Top-Heavy Plan  shall
be  made  under  such other plan or plans or (ii) to the  extent  such
Participant receives such minimum allocation or minimum benefit  under
this  Plan  or  any  other plans maintained  by  the  Employer  or  an
Affiliate.
    Notwithstanding  S12.3(d)(2),  if  this  Plan  is  adopted  as   a
nonstandardized Plan that intends to satisfy the safe  harbor  in  the
Code  S401(a)(4)  regulations, the minimum allocation  required  under
S12.3 for Plan Years beginning on and after the Final Compliance  Date
must  be  made  for each Participant described in S12.3(d)(1)  without
regard  to  whether the Participant also benefits under another  plan,
but  only  to the extent that such minimum allocation is not otherwise
received under this Plan.
   12.3(e)  Nonforfeitability. The minimum allocation  required  under
this  S12.3  (to the extent required to be nonforfeitable  under  Code
S416(b))  shall  not  be  forfeited under Code S411(a)(3)(B)  or  Code
S411(a)(3)(D).
    12.3(f)  Compensation.  For  purposes  of  computing  the  minimum
allocation  under  this  S12.3,  the term  "Compensation"  shall  mean
Compensation  within the meaning of Code S415(c)(3)  as  described  in
S7.2(a)(2).
   12.3(g)  Multiple  Plans.  If the Employer  or  an  Affiliate  also
maintains  another plan, the Employer shall specify  in  the  Adoption
Agreement how the minimum allocation, if any, required under Code S416
will  be  satisfied and, if the Employer or an Affiliate maintains  or
has  maintained a defined benefit plan, the method of satisfying  Code
S416(h).
  12.3(h) Integrated Plans.
     12.3(h)(1)  Profit Sharing Plan. If this Plan is  adopted  as  an
integrated Profit Sharing Plan, the following allocation formula shall
apply in lieu of the formula in S6.3(a)(2) for each Plan Year in which
such Plan is a Top-Heavy Plan.
     The  Forfeitures and the Employer Contribution shall be allocated
(and  posted)  as  of the last day of such Plan Year to  the  Employer
Account of each Active Participant and each other Participant for whom
a  minimum  allocation  is required to be made  under  this  S12.3  in
accordance with the following:
       Step  One  -  First, the lesser of (A) the sum of the  Employer
Contribution and Forfeitures for such Plan Year or (B) the product  of
the  Top-Heavy  Percentage  and the total  Compensation  of  all  such
Participants  shall  be allocated in the same  ratio  that  each  such
Participant's total Compensation for such Plan Year bears to the total
Compensation of all such Participants for such Plan Year.
       Step  Two  -  Second, the lesser of (A) the remaining  Employer
Contribution and Forfeitures for such Plan Year or (B) the product  of
the  Top-Heavy Percentage (or the Maximum Disparity Rate, if less) and
the  total  Excess  Compensation of all  such  Participants  shall  be
allocated  in  the  same  ratio that each  such  Participant's  Excess
Compensation for such Plan Year bears to the total Excess Compensation
of all such Participants for such Plan Year.
       Step  Three  - Third, the lesser of (A) the remaining  Employer
Contribution and Forfeitures for such Plan Year or (B) the Integration
Amount shall be allocated in the same ratio that the sum of the  total
Compensation and Excess Compensation of each such Participant for such
Plan  Year  bears  to  the  sum of the total Compensation  and  Excess
Compensation of all such Participants for such Plan Year.
       Step  Four  - Finally, the remaining Employer Contribution  and
Forfeitures  for such Plan Year shall be allocated in the  same  ratio
that  each  such Participant's total Compensation for such  Plan  Year
bears to the total Compensation of all such Participants for such Plan
Year.
     12.3(h)(2)Money Purchase Pension Plan. If this Plan is adopted as
an  integrated Money Purchase Pension Plan, (i) the "Base Contribution
Percentage" specified in the Adoption Agreement, if less than the Top-
Heavy Percentage, shall be increased to equal the Top-Heavy Percentage
and (ii) the Employer Contribution required under S5.2 (as adjusted in
(i)  above)  shall be made for each Active Participant and each  other
Participant for whom an allocation is required to be made  under  this
S12.3.
    12.3(h)(3) Special Definitions. For purposes of this S12.3(h),
       (i)   Excess  Compensation" means the  amount,  if  any,  of  a
Participant's  Compensation  for such  Plan  Year  which  exceeds  the
Integration Level for such Plan Year.
       (ii)   Integration Amount" means the product of (1)  the  total
Compensation   and  the  total  Excess  Compensation   of   all   such
Participants and (2) the excess, if any, of the Integration Percentage
specified in the Adoption Agreement over the Top-Heavy Percentage.
      (iii)  Top-Heavy Percentage" means 3% or such greater percentage
required under this S12.3 or specified in the Adoption Agreement.
12.4  Vesting Schedule. For any Plan Year in which this Plan is a Top-
Heavy  Plan, the Top-Heavy vesting schedule specified in the  Adoption
Agreement  automatically shall apply to all benefits  under  the  Plan
within  the meaning of Code S411(a)(7) (other than benefits which  are
attributable  to  Employee Contributions or Rollover Contributions  or
other  contributions  which are nonforfeitable when  made),  including
benefits  accrued before the effective date of Code  S416  and  before
this Plan became a Top-Heavy Plan, unless the regular vesting schedule
is  at least as favorable as such Top-Heavy vesting schedule. However,
the provisions of this S12.4 shall not apply to the Account balance of
any  Participant  who does not complete an Hour of Service  after  the
Plan  first  becomes  a Top-Heavy Plan and such Participant's  Account
balance  attributable to Employer contributions and Forfeitures  shall
be  determined without regard to this S12.4. Further, no change in the
vesting  schedule as a result of a change in this Plan's status  to  a
Top-Heavy  Plan  or  to  a plan which is not a  Top-Heavy  Plan  shall
deprive  a  Participant  of  the  nonforfeitable  percentage  of   the
Participant's Account balance accrued to the date of the  change,  and
any  such  change  to the vesting schedule shall  be  subject  to  the
provisions of S14.3(c).
12.5   401(k)  Plan.  Notwithstanding  any  contrary  provision,   the
following rules shall apply if this Plan adopted as a 401(k) Plan:
  12.5(a)   Qualified Nonelective Contributions shall  be  treated  as
  Employer  contributions  for  purposes  of  satisfying  the  minimum
  allocation under S12.3.
  12.5(b)   Matching Contributions allocated to the Account of  a  Key
  Employee shall be treated as Employer contributions for purposes  of
  determining  the  amount  of the minimum allocation  required  under
  S12.3.  The Plan may use Matching Contributions allocated on  behalf
  of  a  non-Key  Employee  to  satisfy the minimum  allocation  under
  S12.3;  provided,  however, that for Plan  Years  beginning  on  and
  after  the  Final Compliance Date, such contributions shall  not  be
  treated  as  Matching Contributions for purposes of  satisfying  the
  limitations  of  S7.4 and S7.5 but shall instead be subject  to  the
  general nondiscrimination rules of Code S401(a)(4).
  12.5(c)   Elective  Deferrals allocated to  the  Account  of  a  Key
  Employee shall be treated as Employer contributions for purposes  of
  determining  the  amount  of the minimum allocation  required  under
  S12.3.  However,  for Plan Years beginning on and  after  the  Final
  Compliance  Date, Elective Deferrals allocated on behalf of  non-Key
  Employees  shall  not  be  treated  as  Employer  contributions  for
  purposes of satisfying the minimum allocation required under S12.3.
SECTION   13.    INSURANCE,  INDIVIDUALLY  DIRECTED  INVESTMENTS   AND
PARTICIPANT LOANS
13.1 Insurance Contracts.
  13.1(a)  Elections and Existing Life Insurance Contracts.
    13.1(a)(1) Standard Option. No Participant shall have the right to
elect to have the Trustee purchase an insurance contract on his or her
life  for  his  or  her  Account under this Plan;  however,  any  life
insurance  contract purchased under the terms of a Pre-Existing  Plan,
which  is acceptable to the Trustee, shall continue to be held by  the
Trustee  for the benefit of the Participant subject to the  conditions
of this S13.1.
    13.1(a)(2)  Alternative. If so specified in the Adoption Agreement
each  Participant  who is an Eligible Employee may elect  (subject  to
this S13.1) to have the Trustee purchase an insurance contract on  his
or  her  life for his or her Account under the Plan by completing  and
filing an Election Form with the Plan Administrator.
  13.1(b)   Premiums.  The  aggregate  annual  premiums  on  any  life
  insurance  contracts  held for a Participant's  Account  under  this
  Plan shall be subject to the following limitations:
     13.1(b)(1)   Ordinary Life. If the life insurance  contracts  are
ordinary whole life insurance contracts which are contracts with  both
nondecreasing death benefits and nonincreasing premiums, such premiums
shall  be  less  than one-half of the aggregate Employer Contributions
plus  Forfeitures credited to the Participant's Employer  Account  and
Matching Account.
     13.1(b)(2)  Term  and  Universal  Life.  If  the  life  insurance
contracts  are term life insurance contracts, universal life insurance
contracts  and  any other life insurance contracts (other  than  whole
life), then such premiums shall not exceed one-fourth of the aggregate
Employer  Contributions plus Forfeitures credited to the Participant's
Employer Account and Matching Account.
     13.1(b)(3)   Combination. If the life insurance contracts  either
combine  features of ordinary whole life and other life  insurance  or
consist of ordinary whole life and other life insurance contracts, the
sum  of  one-half of the ordinary whole life premiums plus  all  other
life  insurance premiums shall not exceed one-fourth of the  aggregate
Employer  Contributions plus Forfeitures credited to the Participant's
Employer Account and Matching Account.
  13.1(c)  Owner and Beneficiary. The Trustee shall apply for  and  be
  the  owner of each life insurance contract held under this Plan  and
  also  shall be named as the beneficiary of each such life  insurance
  contract. In the event of the Participant's death prior to the  date
  as  of  which  the Participant's Account becomes payable  under  the
  Plan, the Trustee, as beneficiary, shall pay the entire proceeds  of
  such  life  insurance contracts to the Participant's  Account  which
  shall   then  be  distributed  to  the  surviving  Spouse   or,   if
  applicable,  to  the  Participant's Beneficiary in  accordance  with
  S10.  Under no circumstances shall the Fund retain any part  of  the
  proceeds  of  any  life  insurance contracts.  In  the  event  of  a
  conflict  between the terms of the Plan and the terms  of  any  life
  insurance contracts held under this Plan, the Plan provisions  shall
  control.
  13.1(d)   Allocations. Any dividends or credits  earned  on  a  life
  insurance  contract held under this Plan shall be allocated  to  the
  Account  of the Participant for whom the contract was purchased  and
  may  be  applied  to pay the annual premium on such  life  insurance
  contract.  The  amount of the annual premium on each such  insurance
  contract  shall  be  charged  against the  Account  of  the  insured
  Participant.  The  value  of any such insurance  contract  shall  be
  deemed  to  be  zero  for  the purposes of allocating  the  Employer
  Contribution, Forfeitures or the Fund Earnings for any Plan Year  as
  provided in S6.
  13.1(e)   Distribution to Participant. Subject  to  S10,  Joint  and
  Survivor Annuity Requirements, the life insurance contracts held  as
  part of a Participant's Account shall be distributed in kind to  the
  Participant  upon retirement or other termination of  employment  as
  an  Employee  for  reasons other than death (1) if such  Account  is
  completely  nonforfeitable or (2) if the  cash  surrender  value  of
  such  contracts is equal to or less than the nonforfeitable  portion
  of  the Participant's Account. If neither one of these conditions is
  satisfied  and the Participant does not elect to purchase  the  life
  insurance  contracts  under S13.1(f), the  Trustee  shall  surrender
  such  contracts, add the proceeds to the Participant's  Account  and
  distribute   the  nonforfeitable  percentage  of  the  Participant's
  Account in accordance with S10.
  13.1(f)   Termination  of  Insurance  Election.  A  Participant  may
  direct  the  Trustee  to  stop making premium  payments  on  a  life
  insurance contract held as part of the Participant's Account and  to
  surrender  such contract or to sell such contract to the Participant
  by   completing   and  filing  an  Election  Form  with   the   Plan
  Administrator. If the Participant purchases the contract, he or  she
  shall  prepare  and  deliver to the Trustee  all  papers  needed  to
  properly  effect  that  purchase and shall pay  to  the  Trustee  an
  amount  equal  to  the cash surrender value of the contract  at  the
  time of the purchase. The amount paid either by the Participant  for
  the  purchase  or  by the insurance company in connection  with  the
  surrender  of  a  contract shall be credited  to  the  Participant's
  Account  as  of  the  date  payment  is  made  to  the  Trustee.   A
  Participant  automatically  shall be deemed  to  have  directed  the
  Trustee  to stop premium payments and to surrender a life  insurance
  contract  immediately before a premium due date if the  premium  due
  on that date would exceed the premium payment limits in S13.1(b).
13.2 Individually Directed Investments.
  13.2(a)  General.
     13.2(a)(1)  Standard Option. No Participant or a Beneficiary  may
direct the investment of such individual's Account.
      13.2(a)(2)   Alternative.  If  so  specified  in  the   Adoption
Agreement,  a  Participant  or  a  Beneficiary  may  elect  how   such
individual's   Account  shall  be  invested  between  the   investment
alternatives  available under the Plan from time  to  time.  The  Plan
Administrator  shall  furnish  to  each  Participant  and  Beneficiary
sufficient  information  to make informed  decisions  with  regard  to
investment alternatives and, if this Plan is intended to satisfy ERISA
S404(c),   information  which  satisfies  the  requirements   of   the
regulations under ERISA S404(c). An individual's investment  direction
shall apply
      (i)  Standard Option - to the individual's entire Account or
      (ii)   Alternative  -  only to the portion of  the  individual's
      Account specified in the Adoption Agreement.
  13.2(b)  Election Rules. The Plan Administrator from  time  to  time
  shall   establish   and  shall  communicate  in  writing   to   such
  individuals such reasonable restrictions and procedures  for  making
  individual  investment  elections as the  Plan  Administrator  deems
  appropriate  under  the circumstances for the proper  administration
  of  this Plan. Such restrictions and procedures shall be applied  on
  a  uniform  and  nondiscriminatory basis to all  similarly  situated
  individuals and, if this Plan is intended to satisfy ERISA  S404(c),
  shall be in accordance with the regulations under ERISA S404(c).
  13.2(c)  No  Election.  The Account of an  individual  for  whom  no
  investment  election is in effect under this S13.2,  either  because
  such  individual failed to make a proper election or  terminated  an
  election  under this S13.2, shall be invested as designated  by  the
  Plan Administrator.
13.3   Participant Loans. This S13.3 shall apply only if the  Employer
specifies  in  the Adoption Agreement that loans shall  be  permitted.
However,  if  loans are not permitted in the Adoption  Agreement,  any
outstanding loans made under the terms of the Pre-Existing Plan  shall
be subject to this S13.3.
  13.3(a)   Administration  and  Procedures.  The  Plan  Administrator
  shall  establish objective nondiscriminatory written procedures  for
  the  administration  of  the loan program under  this  S13.3  (which
  written  procedures, together with any written  amendments  to  such
  procedures,  hereby are expressly incorporated  by  reference  as  a
  part of this Plan), including, but not limited to,
     13.3(a)(1)  the class of Participants and Beneficiaries  who  are
eligible for a loan;
     13.3(a)(2)  the identity of the person or position authorized  to
administer the loan program;
    13.3(a)(3)  the procedures for applying for a loan;
    13.3(a)(4)  the basis on which loans will be approved or denied;
     13.3(a)(5)  the limitations, if any, on the types and amounts  of
loans offered;
     13.3(a)(6)  the procedures for determining a reasonable  rate  of
interest;
     13.3(a)(7)  the types of collateral which may be used as security
for a loan; and
     13.3(a)(8)   the events constituting default and the  steps  that
will be taken to preserve Plan assets in the event of such default.
  13.3(b)  No  Loans  to Certain Owners and Family  Members.  No  loan
  shall  be  made under this Plan to a Participant or Beneficiary  who
  is
    13.3(b)(1) an Owner-Employee,
     13.3(b)(2) an employee or officer of an Employer or an  Affiliate
which is an electing small business corporation within the meaning  of
Code  S1361 ("S Corporation") who owns (or is considered to own within
the meaning of Code S318(a)(1)) on any day during any taxable year  of
such corporation for which it is an S Corporation more than 5% of  the
outstanding stock of such corporation, or
     13.3(b)(3) a member of the family (as defined in Code S267(c)(4))
of a Participant or Beneficiary described in clause (1) or (2).
  13.3(c)  General  Conditions.  If loans  are  made  available  after
  October  18, 1989 to any Participant or Beneficiary who is a  "party
  in  interest" (as defined in ERISA S3(14)) with respect to the Plan,
  then  loans  shall  be  made  available  to  all  Participants   and
  Beneficiaries who are parties in interest with respect to the  Plan.
  All  loans  which  are made under this Plan shall  comply  with  the
  following requirements under Code S4975(d)(1) and ERISA S408(b)(1):
    13.3(c)(1)  such loans shall be made available to Participants and
Beneficiaries  who are eligible for a loan on a reasonably  equivalent
basis;
     13.3(c)(2)   such  loans shall not be made  available  to  Highly
Compensated  Employees  in  an amount greater  than  the  amount  made
available to other Employees;
     13.3(c)(3)  such loans shall be made in accordance with  specific
provisions regarding such loans set forth in the Plan and the  written
procedures described in S13.3(a);
     13.3(c)(4)  such loans shall bear a reasonable rate of  interest;
and
    13.3(c)(5)  such loans shall be adequately secured.
  13.3(d)  Other Conditions. All loans made under this Plan  shall  be
  subject to the following conditions:
     13.3(d)(1)   If  the  loan  is secured  by  any  portion  of  the
Participant's Account and S10.5 does not apply to any portion  of  the
Participant's Account, the Participant's Spouse, if any, must  consent
in  writing  to  the  granting of such security  interest  or  to  any
increase  in  the amount of security no earlier than the beginning  of
the 90 day period before such loan is made; provided
      (i)   such consent must be in writing before a notary public and
      must acknowledge the effect of such loan;
      (ii)   such  consent shall be irrevocable and shall  be  binding
      against  the  person,  if any, identified as  the  Participant's
      Spouse  at the time of such consent and any individual  who  may
      subsequently become the Participant's Spouse;
      (iii)   a  new  consent shall be required in the  event  of  any
      renegotiation, extension, renewal, or other revision of  such  a
      loan; and
      (iv)   if  a  valid  spousal consent has  been  obtained,  then,
      notwithstanding  any other provision of this Plan,  the  portion
      of  the  Participant's vested Account balance used as a security
      interest  held  by the Plan by reason of a loan  outstanding  to
      the  Participant  shall be taken into account  for  purposes  of
      determining  (and may reduce) the amount of the Account  balance
      payable  at the time of death or distribution, but only  if  the
      reduction  is used as repayment of the loan. If less  than  100%
      of  the Participant's vested Account balance (determined without
      regard  to  the preceding sentence) is payable to the  surviving
      Spouse,  then  the vested Account balance shall be  adjusted  by
      first  reducing the vested Account balance by the amount of  the
      security  used  as  repayment of the loan, and then  determining
      the benefit payable to the surviving Spouse.
     13.3(d)(2)  The loan shall provide for the repayment of principal
and  interest  in substantially level installments with  payments  not
less frequently than quarterly over a period of 5 years or less unless
such  loan  is  classified  as a "home loan"  (as  described  in  Code
S72(p));
     13.3(d)(3)  If  the  loan  is  secured  by  any  portion  of  the
Participant's Account, such Account balance shall not be reduced as  a
result of a default until a distributable event occurs under the Plan;
and
     13.3(d)(4)   The Participant or Beneficiary shall agree  to  such
other   terms  and  conditions  as  are  required  under  the  written
procedures described in S13.3(a).
  13.3(e) Crediting of Loan Payments.
     13.3(e)(1)   Account  Asset (Standard  Option).  The  loan  to  a
Participant  whose loan request is granted under this S13.3  shall  be
made from, and shall be an asset of, the Participant's Account and all
principal  and  interest  payments on  such  loan  shall  be  credited
exclusively to the Participant's Account.
     13.3(e)(2) Fund Asset (Alternative). If the Employer specifies in
the  Adoption Agreement that loans shall be treated as an asset of the
Fund  or,  if  any loan which was made under a Pre-Existing  Plan  was
treated  as  an  asset of the Fund, such loans shall be treated  under
this  Plan as a general Fund investment and an asset of the Fund,  and
all  principal  and interest payments on such loan shall  be  credited
exclusively to the Fund as a general Fund investment.
  13.3(f)  Limitations on Amounts. The principal amount  of  any  loan
  (when  added to the outstanding principal balance of any outstanding
  loans  made  under this Plan or under any other plan  which  is  tax
  exempt  under Code S401 and which is maintained by the  Employer  or
  an  Affiliate) to the Participant shall not exceed the lesser of (1)
  and (2) below:
     13.3(f)(1) Dollar Limit - $50,000 reduced by the excess, if  any,
of
      (i)  the highest outstanding principal balance of previous loans
      to  the Participant from the Plan (and any other plan maintained
      by  the  Employer  or an Affiliate) during the one  year  period
      ending  immediately before the date such current loan  is  made,
      over
      (ii)  the current outstanding principal balance of such previous
      loans on the date such current loan is made, or
    13.3(f)(2)  Account Limit -
      (i)  Standard Option - 50% of the nonforfeitable interest in the
      Participant's Account at the time the loan is made or
      (ii)  Alternative  - if so specified in the Adoption  Agreement,
      the   greater   of   $10,000   or  the   amount   specified   in
      S13.3(f)(2)(i),  but  in no event more than  the  nonforfeitable
      interest in the Participant's Account.
  An  assignment  or  pledge  of  any  portion  of  the  Participant's
  interest  in the Plan and a loan, pledge or assignment with  respect
  to  any insurance contract purchased under the Plan shall be treated
  as a loan for purposes of the limitations in this S13.3(f).
  13.3(g) Failure to Repay. If (1) the terms of the loan provide  that
  it  shall  become  due and payable in full if the  Participant's  or
  Beneficiary's  obligation  to repay the  loan  has  been  discharged
  through a bankruptcy or any other legal process or action which  did
  not  actually  result in payment in full and (2) such  loan  is  not
  actually repaid in full, such loan shall be cancelled on the  Fund's
  books  and  records and the amount otherwise distributable  to  such
  Participant or Beneficiary under this Plan shall be reduced  by  the
  principal  amount of the loan plus accrued but unpaid  interest  due
  as   determined  without  regard  to  whether  the  loan  had   been
  discharged  through  a  bankruptcy or any  other  legal  process  or
  action  which did not actually result in payment in full.  The  Plan
  Administrator  shall have the power to direct the  Trustee  to  take
  such   action   as  the  Plan  Administrator  deems   necessary   or
  appropriate to stop the payment of an Account to or on behalf  of  a
  Participant  who  fails to repay a loan (without regard  to  whether
  the  obligation  to  repay such loan had been discharged  through  a
  bankruptcy  or  any  other  legal  process  or  action)  until   the
  Participant's  Account  has  been  reduced  by  the  principal  plus
  accrued  but unpaid interest due (without regard to such  discharge)
  on  such loan or to distribute the note which evidences such loan in
  full  satisfaction  of  that  portion  of  such  Account  which   is
  represented   by  the  value  of  such  note.  Notwithstanding   the
  foregoing,  in  the event of default, foreclosure on  the  note  and
  execution  of the Plan's security interest in the Account shall  not
  occur  until  a  distributable event  occurs  under  this  Plan  and
  interest  shall  continue to accrue only to the  extent  permissible
  under applicable law.
  13.3(h)   Distributions.  In  the event  the  Participant's  Account
  becomes  distributable before the loan is repaid in full,  then  the
  vested  Account  balance shall be adjusted  by  first  reducing  the
  vested  Account  balance by the amount of the security  interest  in
  the  Account and then determining the benefit payable. Nothing shall
  preclude  the  Trustee from cancelling the Plan's security  interest
  in  the Account and distributing the note in lieu of any other  Plan
  assets  in  full  satisfaction of that portion of the  Participant's
  Account represented by the value of the outstanding balance  of  the
  loan  or  the  amount which would have been outstanding  but  for  a
  discharge in bankruptcy or through any other legal process.
SECTION  14.  ADOPTION, AMENDMENT, WITHDRAWAL AND CONVERSION,  MERGER,
ASSET TRANSFERS AND TERMINATION
14.1  Adoption.
  14.1(a)  General. Subject to the terms and conditions of this  Plan,
  the   Trust   Agreement  and  the  Adoption  Agreement,   any   sole
  proprietorship, partnership or corporation may adopt  this  Plan  by
  completing  and  executing  the  Adoption  Agreement.  The  Plan  as
  adopted  by the Employer shall be effective for all purposes  (other
  than  as a "prototype plan") as of the Effective Date. However,  the
  status  of the Plan as a "prototype plan" shall be conditioned  upon
  acceptance  of the Adoption Agreement by the Prototype Sponsor  and,
  upon  such  acceptance, such status as a "prototype plan"  shall  be
  effective  retroactive to the Effective Date except as  provided  in
  S14.4.
  14.1(b)  Pre-Existing Plan. If this Plan is adopted as an  amendment
  and  restatement  of  a Pre-Existing Plan, (1) the  Trust  Agreement
  shall  be  substituted  for the trust or other  funding  arrangement
  under  the  Pre-Existing Plan, (2) the assets held under such  trust
  or  other  funding arrangement shall become assets of the Fund,  (3)
  an   Account  shall  be  established  for  each  person  who  is   a
  participant  or beneficiary in the Pre-Existing Plan,  and  (4)  the
  dollar  value  assigned to such participant's or beneficiary's  Pre-
  Existing  Plan  account  or  accounts  shall  be  credited  to  such
  person's  Account  under this Plan (or to one  or  more  subaccounts
  under  such Account). All optional forms of benefit available  under
  the  Pre-Existing Plan which must be preserved under Code S411(d)(6)
  shall  be  available  to the Participant under this  Plan.  Further,
  such  optional  forms shall be described in the  Adoption  Agreement
  and  shall  apply  to  the  Participant's  entire  Account  balance.
  Notwithstanding the foregoing, if the Employer so specifies  in  the
  Adoption   Agreement  and  separately  accounts  for  the   benefits
  attributable  to the Pre-Existing Plan as described in S14.5(c)  or,
  if  applicable,  S10.5, the optional forms which must  be  preserved
  may be limited to such separate accounts.
  14.1(c)   Participating Affiliates. If this Plan  is  adopted  as  a
  standardized  Plan,  each  Affiliate shall  automatically  become  a
  Participating  Affiliate effective as of the later of the  Effective
  Date  or  the date such entity first becomes an Affiliate.  If  this
  Plan  is  adopted  as a nonstandardized Plan, an  Affiliate  of  the
  Employer may adopt the Employer's Plan effective as of any  date  on
  or  after  the  Effective  Date.  An Affiliate's  execution  of  the
  Adoption  Agreement (or a separate signature page  to  the  Adoption
  Agreement) shall evidence the Participating Affiliate's adoption  of
  the  Plan and the effective date of such adoption. In adopting  this
  Plan, each Participating Affiliate is deemed to have authorized  the
  Employer  to  effect  all actions under this  Plan  on  its  behalf,
  including  but  not limited to the powers reserved to  the  Employer
  under this S14 and the power to enter into such agreements with  the
  Trustee  or  others  as  may be necessary or appropriate  under  the
  Plan.
14.2 Amendment.
  14.2(a)  Prototype  Sponsor. Subject to the restrictions  of  S14.3,
  the  Prototype  Sponsor shall have the right at any  time  and  from
  time  to  time  to  amend  this Plan in any  respect  whatsoever  in
  writing.  To the extent required under the procedures and  rules  in
  effect  for  master  and prototype plans at the  time  of  any  such
  amendment,  notice of such amendment shall be given to the  Employer
  by   the  Prototype  Sponsor  as  soon  as  practicable  under   the
  circumstances.
  14.2(b)   Employer.  Subject  to  the  restrictions  of  S14.3,  the
  Employer  shall  have  no right to amend this  Plan  except  (1)  by
  entering  into a new Adoption Agreement with the Prototype  Sponsor,
  (2)  by  adding  such  language  to the  Adoption  Agreement  as  is
  necessary  to allow the Plan to continue to satisfy the requirements
  of  Code  S415  or Code S416 because of the required aggregation  of
  multiple  plans, (3) by adopting certain model amendments  published
  by  the  Internal  Revenue Service which specifically  provide  that
  such  adoption  would  not  cause the  Plan  to  be  treated  as  an
  individually  designed plan, or (4) by withdrawing this  Plan  as  a
  prototype  and converting it into an individually designed  plan  as
  provided in S14.4.
14.3  Certain Amendment Restrictions.
  14.3(a)   General.  No  amendment to the Plan shall  be  made  which
  would (1) deprive a Participant of the nonforfeitable percentage  of
  his  or  her  Account balance accrued to the later of the  effective
  date  of the amendment or the date the amendment is adopted, or  (2)
  decrease  a  Participant's Account balance or eliminate an  optional
  form  of  benefit  except  to  the  extent  permissible  under  Code
  S412(c)(8),  S401(a)(4)  and S411(d)(6) and  the  regulations  under
  those sections.
  14.3(b)   Change  in  Service Calculation Method.  If  an  amendment
  changes  the  method of calculating service, each Employee  who  had
  any  service  credit under such prior method shall be credited  with
  any  service for any computation period during which such  amendment
  was effective in accordance with the rules in S3.
  14.3(c)   Change  in Vesting Schedule. If an amendment  directly  or
  indirectly    affects   the   computation   of    a    Participant's
  nonforfeitable  percentage of his or her Account or  if  the  Plan's
  vesting  schedule  changes as a result of a  change  in  the  Plan's
  status   as   a  Top-Heavy  Plan  (as  described  in  S12.4),   each
  Participant  with at least 3 years of service with the  Employer  or
  an  Affiliate  may  elect,  within a  reasonable  period  after  the
  adoption of the amendment, to have the nonforfeitable percentage  of
  his  or her Account computed under this Plan without regard to  such
  amendment. In the case of a Participant who does not have  at  least
  one  Hour  of Service in any Plan Year beginning after December  31,
  1988,  the  preceding sentence shall be applied  by  substituting  5
  years  of  service for 3 years of service. The period  during  which
  the  election may be made shall commence with the date the amendment
  is adopted and shall end on the later of
    14.3(c)(1)  60 days after the amendment is adopted;
    14.3(c)(2)  60 days after the amendment becomes effective; or
    14.3(c)(3)  60 days after the Participant is issued written notice
of the amendment by the Plan Administrator.
  Furthermore,  if  an amendment changes the Plan's vesting  schedule,
  the  nonforfeitable percentage (determined as of the  later  of  the
  date  the amendment is adopted or the date it becomes effective)  of
  the  employer-derived  Account balance of each  Employee  who  is  a
  Participant  as  of such date shall not be less than the  percentage
  computed under the Plan without regard to such amendment.
14.4   Withdrawal  as  a  Prototype  and  Conversion  to  Individually
Designed Plan.
  14.4(a)    Voluntary  Conversion.  The  Employer   may   voluntarily
  withdraw  this  Plan  as a "prototype plan" and  convert  it  to  an
  individually designed plan by written notice filed with the  Trustee
  and  the  Prototype  Sponsor.  For  purposes  of  this  S14.4,  such
  withdrawal  shall be effective with respect to the  Employer's  plan
  and  the  Trustee  as of the effective date of such withdrawal,  but
  such   withdrawal   shall   not  relieve   the   Employer   of   any
  responsibilities  or liabilities to the Prototype Sponsor  until  60
  days  after  the date the Prototype Sponsor receives written  notice
  of  such  withdrawal unless the Prototype Sponsor agrees in  writing
  to an earlier effective date for such withdrawal.
  14.4(b) Involuntary Conversion.The Employer shall be deemed to  have
  withdrawn  this Plan as a "prototype plan" and converted  it  to  an
  individually designed plan effective as of the earlier of the date
     14.4(b)(1)   the  Internal Revenue Service or a court  determines
that this Plan fails to meet the requirements of Code S401;
    14.4(b)(2)  the Trustee ceases to maintain a brokerage account for
the Plan with the Prototype Sponsor or with an approved subsidiary  of
the Prototype Sponsor;
    14.4(b)(3)  the Prototype Sponsor notifies the Employer in writing
that  the  Prototype Sponsor for reasons sufficient to  the  Prototype
Sponsor  has terminated its sponsorship of its prototype plan  program
or of this Plan for the Employer; or
     14.4(b)(4)  the Employer amends any provision of this Plan or the
Adoption Agreement (other than in accordance with S14.2(b)(1)  through
(3)) including an amendment because of a waiver of the minimum funding
requirement under Code S412(d).

14.4(c)   Effect  of  Withdrawal  and  Conversion.  If  this  Plan  is
withdrawn  as  a  prototype and converted to an individually  designed
Plan  under this S14.4, the Employer as of the effective date of  such
withdrawal shall assume the right and responsibility to amend the Plan
under  S14.2(a) and thereafter only the Employer shall make amendments
to  this  Plan;  provided,  (1) no such  amendment  shall  affect  the
Trustee's rights or duties under this Plan without the Trustee's prior
written  consent and (2) any such amendment shall be  subject  to  the
restrictions of S14.3.
14.5  Merger, Consolidation or Asset Transfers.
  14.5(a)  General.  In the case of any Plan merger  or  consolidation
  with,  or  transfer of assets or liabilities to or from,  any  other
  employee  benefit  plan, each person for whom  an  Account  then  is
  maintained  shall be entitled to receive a benefit from  such  plan,
  if  it  is  then terminated, which is equal to or greater  than  the
  benefit  such person would have been entitled to receive immediately
  before  such  merger, consolidation or transfer, if this  Plan  then
  had been terminated.
  14.5(b)   Authorization. The Plan Administrator  may  authorize  the
  Trustee to accept a transfer of assets from or transfer Fund  assets
  to  the  trustee, custodian or insurance company of any  other  plan
  which satisfies the requirements of Code S401(a) in connection  with
  a  merger  or  consolidation with, or other transfer of  assets  and
  liabilities  to  or from any such plan, provided that  the  transfer
  will  not  affect the qualification of this Plan under Code  S401(a)
  and the assets to be transferred are acceptable to the Trustee.
  14.5(c)  Separate  Account.  The Plan  Administrator  may  establish
  separate  bookkeeping  accounts for any assets  transferred  to  the
  Trustee   under  this  S14.5  and  shall  establish  such   separate
  bookkeeping  accounts  if  required under  this  Plan.  If  separate
  accounts  are  maintained  with respect to  transferred  assets,  no
  contributions  or Forfeitures under this Plan shall be  credited  to
  such  separate accounts, but such accounts shall share in  the  Fund
  Earnings  on  the same basis as each other Account under  S6.2.  Any
  individual  for  whom  an Account is established  under  this  S14.5
  shall become a Participant in this Plan as of the effective date  of
  the   merger,   consolidation  or  asset   transfer;   however,   no
  contributions  shall  be  made by or on behalf  of  such  individual
  under  this  Plan  unless such individual is otherwise  entitled  to
  such contributions under the terms of this Plan.
  14.5(d)   Code S411(d)(6) Protected Benefits. All optional forms  of
  benefit  available under the transferor plan which must be preserved
  under  Code  S411(d)(6) shall be available to the Participant  under
  this  Plan  unless  such  transfer meets the  requirements  of  Code
  S414(l)  and  the  Participant has made an elective  transfer  which
  satisfies  the requirements set forth in Q&A-3(b) of S1.411(d)-4  of
  the  Federal  Income Tax Regulations. Further, such  optional  forms
  shall  be described in the Adoption Agreement and, generally,  shall
  apply  to  the Participant's entire Account balance. Notwithstanding
  the  foregoing,  if  the  Employer  so  specifies  in  the  Adoption
  Agreement  and separately accounts for such transferred assets,  the
  optional  forms  which  must be preserved may  be  limited  to  such
  separate account.
14.6  Termination.
  14.6(a)    Right  to  Terminate.  The  Employer  may  terminate   or
  partially terminate this Plan or discontinue contributions  to  this
  Plan  at  any  time by written action of the Board  filed  with  the
  Trustee  and the Prototype Sponsor. The Employer reserves the  right
  to  terminate  the  participation in this Plan by any  Participating
  Affiliate   at   any   time  by  written  action.   Furthermore,   a
  Participating  Affiliate's participation in this Plan  automatically
  shall  terminate if (and at such time as) its status as an Affiliate
  terminates  for any reason whatsoever (other than through  a  merger
  or  consolidation into another Participating Affiliate). However,  a
  Participating Affiliate's termination of participation in this  Plan
  shall  not  be deemed to be a termination or partial termination  of
  the  Plan  except  to  the  extent required  under  the  Code.  Upon
  complete  termination of this Plan, any unallocated  amounts  (other
  than  amounts in a Code S415 suspense account described in  S7.2(b))
  shall  be  allocated in accordance with the Plan terms but,  if  the
  Plan  terms  do  not  address the allocation of such  amounts,  they
  shall   be   allocated  in  a  nondiscriminatory  manner  prior   to
  distribution of Plan assets.
  14.6(b)  Full  Vesting Upon Termination. If this Plan is  terminated
  or  partially terminated under this S14.6 or if there is a  complete
  discontinuance  of  contributions under this Plan,  the  Account  of
  each  affected Employee of the Employer or an Affiliate shall become
  nonforfeitable on the effective date of such termination or  partial
  termination  or  complete discontinuance of  contributions,  as  the
  case may be. In the event of a complete termination of this Plan  or
  a  complete  discontinuance  of contributions,  each  other  Account
  (except  to the extent otherwise nonforfeitable under the  terms  of
  this  Plan) shall become a Forfeiture and shall be allocated as such
  under S6.3 as of the effective date of such complete termination  or
  complete discontinuance as if such date was the last day of  a  Plan
  Year.
SECTION 15.  ADMINISTRATION
15.1  Named  Fiduciaries. The Plan Administrator and the Employer  (if
the  Plan  Administrator  is  not the Employer)  shall  be  the  Named
Fiduciaries   responsible  to  the  extent   of   their   powers   and
responsibilities assigned in the Plan for the control, management  and
administration of the Plan. The Plan Administrator, the  Employer  and
the  Trustee  (other than Smith Barney  Trust Company)  shall  be  the
Named Fiduciaries responsible to the extent of their respective powers
and  responsibilities assigned to them in the Trust Agreement for  the
safekeeping, control, management, investment and administration of the
assets  of  the  Fund. Any power or responsibility  for  the  control,
management  or  administration of the Plan or the Fund  which  is  not
expressly  assigned to a Named Fiduciary under the Plan or  the  Trust
Agreement, or with respect to which the proper assignment is in doubt,
shall  be  deemed  to have been assigned to the Employer  as  a  Named
Fiduciary. One Named Fiduciary shall have no responsibility to inquire
into the acts and omissions of another Named Fiduciary in the exercise
of  powers or the discharge of responsibilities assigned to such other
Named Fiduciary under the Plan or the Trust Agreement. Any person  may
serve  in more than one fiduciary capacity under the Plan or the Trust
Agreement  and  a  fiduciary  may  be  a  Participant  provided   such
individual otherwise satisfies the requirements of S4.
A   Named   Fiduciary,  by  written  instrument  filed  by  the   Plan
Administrator with the records of the Plan, may designate a person who
is  not  a  Named  Fiduciary to carry out any of its  responsibilities
under the Plan or Trust Agreement, other than the responsibilities  of
the  Trustee for the safekeeping, control, management, investment  and
administration  of the assets of the Fund, except to  the  extent  the
Trustee's responsibility for investment decisions is delegated to  the
Employer, the Plan Administrator, or an investment manager.
15.2  Administrative Powers and Duties. Except to the extent expressly
reserved  under the Plan or the Trust Agreement to the  Employer,  the
Board, or the Trustee, the Plan Administrator shall have the exclusive
responsibility  and complete discretionary authority  to  control  the
operation, management and administration of the Plan, with all  powers
necessary  to  enable it properly to carry out such  responsibilities,
including  (but not limited to) the power to construe  the  Plan,  the
related  Adoption  Agreement, and the Trust  Agreement,  to  determine
eligibility for benefits and to resolve all interpretative,  equitable
or  other  questions that arise under the Plan or the Trust Agreement.
The  decisions  of  the Plan Administrator on all matters  within  the
scope  of  its authority shall be final and binding. To the  extent  a
discretionary  power  or  responsibility  under  the  Plan  or   Trust
Agreement  is  expressly  assigned to a person  other  than  the  Plan
Administrator, such person shall have complete discretionary authority
to  carry out such power or responsibility and such person's decisions
on  all  matters within the scope of such person's authority shall  be
final and binding.
15.3   Agent for Service of Process. The agent for service of  process
for  this Plan shall be the person who is identified as the agent  for
service  of  process in the summary plan description  for  this  Plan.
Neither the Prototype Sponsor nor any of its affiliates shall  be  the
agent for service of process for the Plan.
15.4   Reporting and Disclosure. All records regarding the  operation,
management and administration of this Plan shall be maintained by  the
Plan  Administrator. The Plan Administrator shall satisfy any  federal
or  state requirement to report and disclose any information regarding
this  Plan  to any federal or state department or agency,  or  to  any
Participant or Beneficiary.
SECTION 16.  MISCELLANEOUS
16.1   Spendthrift  Clause  and Qualified Domestic  Relations  Orders.
Except to the extent permitted by law, no Account, benefit, payment or
distribution  under this Plan or Trust Agreement shall be  subject  to
attachment, garnishment, levy, execution or any claim or legal process
of any creditor of a Participant or Beneficiary, and no Participant or
Beneficiary shall have any right to alienate, commute, anticipate,  or
assign  all or any part of such individual's Account, benefit, payment
or  distribution  under  this Plan or Trust Agreement.  The  preceding
sentence also shall apply to the creation, alienation, assignment,  or
recognition  of  a  right to any benefit payable  with  respect  to  a
Participant pursuant to a domestic relations order unless  such  order
is  determined  to  be a qualified domestic relations  order  ("QDRO")
within  the  meaning of Code S414(p) and such order is entered  on  or
after  January 1, 1985. The Plan Administrator shall establish uniform
and  nondiscriminatory  procedures  regarding  the  determination   of
whether  a domestic relations order constitutes a QDRO, the timing  of
distributions  made  pursuant  to a QDRO  and  the  treatment  of  any
separate  account  established under this Plan  pursuant  to  a  QDRO.
Unless otherwise expressly specified in such procedures, (1) the  Plan
Administrator  shall treat a domestic relations order  entered  before
January  1, 1985 as a QDRO in accordance with Code S414(p) and  (2)  a
distribution  may  be made to an alternate payee pursuant  to  a  QDRO
prior  to  the earliest date that a distribution could be  made  to  a
Participant  under the terms of this Plan and prior to a Participant's
"earliest  retirement age" under Code S414(p). The determinations  and
the   distributions  made  by,  or  at  the  direction  of,  the  Plan
Administrator  under  this S16.1 shall be final  and  binding  on  the
Participant and on all other persons interested in such order.
16.2   Benefits  Supported Only by Trust Fund. Any person  having  any
claim  for any benefit under this Plan shall look solely to the assets
of  the Fund for the satisfaction of that claim. In no event shall the
Prototype  Sponsor, the Trustee, the Plan Administrator, the  Employer
or  a  Participating  Affiliate or any of their  employees,  officers,
directors or their agents be liable in their individual capacities  to
any person whomsoever for the payment of any benefits under this Plan.
16.3  Discrimination. The Plan Administrator shall administer the Plan
in  a manner which it deems equitable under the circumstances for  all
similarly situated Employees, Participants, Spouses and Beneficiaries;
provided,  the  Plan Administrator shall not permit discrimination  in
favor  of  Highly  Compensated  Employees  of  the  Employer  or   any
Participating Affiliate which would be prohibited under Code S401(a).
16.4  Claims. Any payment to a Participant or Beneficiary  or  to  the
legal  representative  or  heirs-at-law of any  such  person  made  in
accordance  with the provisions of this Plan shall to  the  extent  of
such  payment  be in full satisfaction of all claims under  this  Plan
against  the  Trustee,  Plan Administrator,  a  Named  Fiduciary,  the
Employer and any Participating Affiliate, any of whom may require such
person,  such  person's  legal representative or  heirs-at-law,  as  a
condition precedent to such payment, to execute a receipt and  release
in   such   form   as  shall  be  determined  by  the  Trustee,   Plan
Administrator,  a  Named Fiduciary, the Employer  or  a  Participating
Affiliate, as the case may be.
16.5   Nonreversion. Except as provided in S7.2(b) and in this  S16.5,
neither  the Employer nor any Participating Affiliate shall  have  any
present or prospective right, claim, or interest in the Fund or in any
Employer contribution made to the Trustee.
To   the  extent  permitted  by  the  Code  and  ERISA,  the  Employer
contributions  described  in  this S16.5,  less  any  losses  on  such
contributions, shall be returned by the Trustee to the Employer or  to
any  Participating Affiliate upon the written direction  of  the  Plan
Administrator in the event that:
  16.5(a)   an  Employer contribution is made by a  mistake  of  fact,
  provided  such return is effected within one year after the  payment
  of such contribution;
  16.5(b)   a final judicial or Internal Revenue Service determination
  is  made  that this Plan fails to satisfy the requirements  of  Code
  S401  with  respect to its initial qualification (provided,  if  the
  Employer is not entitled to rely on the Prototype Sponsor's  opinion
  letter,  the application for the initial qualification of  the  Plan
  is  made  on  or  before the date prescribed by law for  filing  the
  Employer's  return  for  the  taxable year  in  which  the  Plan  is
  adopted,  or  such later date as the Secretary of the  Treasury  may
  prescribe),  in which event all Employer contributions  made  before
  such   judicial  or  administrative  determination  (whichever  last
  occurs)  plus  any earnings and minus any losses shall  be  returned
  within  one  year  after such determination, all such  contributions
  being  hereby  conditioned upon this Plan satisfying all  applicable
  requirements under Code S401 from and after its adoption; or
  16.5(c)   a  deduction  for an Employer contribution  is  disallowed
  under  Code S404, in which event such contribution shall be returned
  within  one  year  after such disallowance, all  such  contributions
  being hereby conditioned upon being deductible under Code S404.
16.6    Exclusive Benefit. The corpus or income of the Fund shall  not
be  diverted  to  or  used for any purpose other  than  the  exclusive
benefit of Participants or Beneficiaries.
16.7   Expenses. Any expenses of the Fund which are properly allocable
to  an  individual's Account (including, but not limited to,  expenses
related  to  an  individual's investment directions, annuity  contract
purchases  and  other transactional fees for processing distributions)
may  be  charged  directly  against such individual's  Account  if  so
provided  in  the administrative procedures established  by  the  Plan
Administrator.
16.8   Section 16 of Securities Exchange Act of 1934. If this Plan  is
invested in employer securities and this Plan permits employees of the
Employer who are subject to the reporting requirements of S16  of  the
Securities  Act  of 1934, as amended ("Act") to receive  awards,  then
notwithstanding  any other provision of this Plan, the  provisions  of
this  Plan  that set forth the formula or formulas that determine  the
amount,  price  or  timing of awards to such  persons  and  any  other
provisions of this Plan of the type referred to in S16b-3(c)(2)(ii) of
the  Act  shall not be amended more than once every six months,  other
than  to  comport  with  changes in the  Code,  ERISA,  or  the  rules
thereunder.  Further, to the extent required, the employees  described
in  the  preceding  sentence  shall be  subject  to  such  withdrawal,
investment  and  other restrictions necessary to  satisfy  Rule  16b-3
under  the Act. This S16.8 is intended to comply with Rule 16b-3 under
the  Act  and shall be effective only to the extent required  by  such
rule and shall be interpreted and administered in accordance with such
rule.
16.9  Arbitration.  Any  claims or controversies  with  the  Prototype
Sponsor  related to this Plan are subject to arbitration in accordance
with  the  arbitration  provisions  of  the  Smith  Barney   Qualified
Retirement  Plan  and IRA Client Agreement or any  successor  to  such
agreement,  which provisions hereby are expressly incorporated  herein
by reference.
APPENDIX ONE TO THE SMITH BARNEY
PROTOTYPE DEFINED CONTRIBUTION PLAN
OBRA '93 ANNUAL COMPENSATION LIMIT
The Plan is amended by adding the following to the end of S 2.10:
2.10  (h)  OBRA  '93 Annual Compensation Limit. In addition  to  other
applicable limitations set forth in the Plan, and notwithstanding  any
other  provision of the Plan to the contrary, for Plan Years beginning
on  or after January 1, 1994, the annual Compensation of each Employee
taken into account under the Plan shall not exceed the OBRA '93 annual
compensation  limit.  The  OBRA  '93  annual  compensation  limit   is
$150,000, as adjusted by the Commissioner for increases in the cost of
living  in  accordance  with  Section 401(a)(17)(B)  of  the  Internal
Revenue  Code. The cost-of-living adjustment in effect for a  calendar
year  applies  to  any  period, not exceeding 12  months,  over  which
Compensation  is determined (determination period) beginning  in  such
calendar  year. If a determination period consists of  fewer  than  12
months, the OBRA '93 annual compensation limit will be multiplied by a
fraction,  the  numerator  of which is the number  of  months  in  the
determination period, and the denominator of which is 12.
For Plan Years beginning on or after January 1, 1994, any reference in
this Plan to the limitation under Section 401(a)(17) of the Code shall
mean  the  OBRA  '93  annual compensation  limit  set  forth  in  this
provision.
If  Compensation  for  any prior determination period  is  taken  into
account  in determining an Employee's benefits accruing in the current
Plan  Year,  the Compensation for that prior determination  period  is
subject  to the OBRA '93 annual compensation limit in effect for  that
prior  determination  period.  For  this  purpose,  for  determination
periods  beginning  before  the first  day  of  the  first  Plan  Year
beginning   on  or  after  January  1,  1994,  the  OBRA  '93   annual
compensation limit is $150,000.
Waiver of 30-Day Notice Period
[Note  to  Employer:  The  following  amendment  will  apply  only  to
distributions from a Profit Sharing Plan or 401(k) Plan that  are  not
subject  to the qualified joint and survivor annuity rules of  Code  S
401(a)(11) and Code S 417. In order for this amendment to apply  to  a
Plan,  the  Employer must have selected Option IX.D3 in  the  Adoption
Agreement and the distribution must satisfy the Safe Harbor  Rules  in
S10.5.]
The Plan is amended by adding the following to the end of S 9.3:
  9.3 (e) Waiver of 30-Day Notice Period. If a distribution is one  to
  which  Sections 401(a)(11) and 417 of the Internal Revenue  Code  do
  not  apply,  such distribution may commence less than 30 days  after
  the  notice  required under Section 1.41 1(a)-1 1(c) of  the  Income
  Tax Regulations is given, provided that:
    9.3 (e) (1) the Plan Administrator clearly informs the Participant
that the Participant has a right to a period of at least 30 days after
receiving  the notice to consider the decision of whether  or  not  to
elect  a  distribution (and, if applicable, a particular  distribution
option), and
      9.3  (e)  (2)  the  Participant,  after  receiving  the  notice,
affirmatively elects a distribution.
PART II:
SMITH BARNEY DEFINED CONTRIBUTION PLAN TRUST AGREEMENT DOCUMENT #05

SECTION 1. INTRODUCTION AND CONSTRUCTION
1.1   Introduction. This Trust Agreement is a part of the Smith Barney
Prototype  Defined Contribution Plan and is entered into  between  the
Employer  and  the  Trustee  effective as of  the  date  the  Adoption
Agreement is executed by the Employer and the Trustee. If the Plan  is
adopted  as an amendment and restatement of a Pre-Existing Plan,  this
Trust  Agreement shall amend and restate the trust agreement or  other
funding arrangement for the Pre-Existing Plan.
1.2  Definitions. The terms in this Trust Agreement which begin with a
capital  letter shall have the meanings set forth in S2 of  the  Plan.
For  purposes of this Trust Agreement, "SBCTC" shall mean Smith Barney
Corporate Trust Company and any successor in interest to Smith  Barney
Corporate Trust Company.
1.3   Controlling Laws. To the extent such laws are not  preempted  by
federal  law, this Trust Agreement shall be construed and  interpreted
under  the  laws  of  the state specified in the  Adoption  Agreement;
provided, if SBCTC has been appointed as Trustee, this Trust Agreement
shall be governed by and construed in accordance with the laws of  the
State of Delaware.
1.4    Construction.  The  headings  and  subheadings  in  this  Trust
Agreement have been inserted for convenience of reference only and are
to  be  ignored  in  the  construction  of  its  provisions.  Wherever
appropriate, the masculine shall be read as the feminine,  the  plural
as  the  singular, and the singular as the plural. References in  this
Trust  Agreement to a section (S) shall be to a section in this  Trust
Agreement  unless  otherwise  indicated.  References  in  this   Trust
Agreement  to  a section of the Code, ERISA or any other  federal  law
shall also refer to the regulations issued under such section.
The  Employer intends that the Plan and this Trust Agreement  and  the
related  Adoption  Agreement which are part of the  Plan  satisfy  the
requirements  for tax exempt status under Code S401(a),  Code  S501(a)
and  related  Code  sections and that the  provisions  of  this  Trust
Agreement,  the Plan and the related Adoption Agreement  be  construed
and  interpreted in accordance with the requirements of the  Code  and
the regulations under the Code.
Further,  except  as expressly stated otherwise, no provision  of  the
Plan  or  this  Trust Agreement or the related Adoption  Agreement  is
intended   to   nor   shall  grant  any  rights  to  Participants   or
Beneficiaries or any interest in the Fund in addition to those minimum
rights  or interests required to be provided under ERISA and the  Code
and the regulations under ERISA and the Code.
Nothing  in  the Plan or this Trust Agreement or the related  Adoption
Agreement  shall  be  construed  to  prohibit  the  adoption  or   the
maintenance  of  the  Plan  and  Trust Agreement  as  an  individually
designed  plan  and  trust agreement or the  adoption  of  this  Trust
Agreement  in  connection with an individually designed plan,  but  in
such event, the Employer may not rely on the opinion letter issued  to
the  Prototype Sponsor and the Prototype Sponsor shall have absolutely
no  responsibility  for  such individually  designed  plan  and  trust
agreement.
Finally,  in the event of any conflict between the terms of  the  Plan
and  the terms of this Trust Agreement or the Adoption Agreement,  the
terms of the Plan shall control.
SECTION 2.  GENERAL
All   the   Trustee's   rights,   power,   authorities,   duties   and
responsibilities of any kind or description whatsoever respecting  the
Fund  shall be solely and exclusively as expressly stated in the  Plan
and in this Trust Agreement. Except to the extent the Employer or Plan
Administrator also is the Trustee for the Plan, the Trustee shall have
no   responsibility  whatsoever  with  respect  to  the   maintenance,
operation  and administration of the Plan. No right, power, authority,
duty   or   responsibility  of  any  kind  or  description  whatsoever
respecting the Fund or the maintenance, operation or administration of
the  Plan  shall  be  attributed to the  Trustee  on  account  of  any
ambiguity  or  inference which might be interpreted by any  person  to
exist  in  the terms of the Plan or this Trust Agreement. Finally,  if
SBCTC is Trustee, any discretionary powers, duties or responsibilities
assigned to the Trustee in this Trust Agreement shall be exercised  or
performed  by SBCTC only upon the direction of the Plan Administrator,
the  Employer  or an Investment Manager, and SBCTC shall  exercise  no
discretion  with respect to the investment or management of  the  Fund
except  to  the extent that Fund assets are invested in  a  common  or
collective group trust maintained by SBCTC or an affiliate of SBCTC.
SECTION 3.  CONTRIBUTIONS AND TRUST FUND
The Employer and the Trustee shall establish reasonable procedures for
making and accepting contributions to the Fund and any asset transfers
pursuant  to S9 of this Trust Agreement. The Trustee shall accept  any
contributions  the  Trustee reasonably believes  are  paid  to  it  in
accordance with such procedures, except that the Trustee may refuse to
accept  any  non-cash  contributions or assets which  either  are  not
acceptable  to  the  Trustee or the acceptance of  which  the  Trustee
reasonably  believes would constitute a prohibited  transaction  under
ERISA  or  the  Code.  If this Trust Agreement  is  an  amendment  and
restatement  of a trust agreement or other funding arrangement  for  a
Pre-Existing  Plan,  the  assets held under  such  pre-existing  trust
agreement or other funding arrangement shall (to the extent acceptable
to  the Trustee and permissible under the prohibited transaction rules
of  ERISA  and  the  Code) be transferred to the Trustee  pursuant  to
reasonable  transfer  procedures  established  by  the  Trustee,   the
Employer  and any predecessor trustee, custodian or insurance  carrier
and  shall  become  assets  of the Fund. The  Trustee  shall  have  no
responsibility  with  respect  to such transferred  assets  except  to
receive such assets and to hold and administer the same thereafter  in
accordance  with  this  Trust Agreement.  The  Trustee  shall  not  be
responsible  for any act or omission of a predecessor trustee  or  any
other  person  with  respect to assets that  are  transferred  to  the
Trustee  when  the  Fund is a continuation of a trust  fund  or  other
funding  arrangement  under  a Pre-Existing  Plan  and  shall  not  be
required  to  make  any claim or demand against any  of  such  persons
unless  the  Employer requests in writing that the Trustee  make  such
claim or demand. The Fund shall consist of all such contributions  and
assets  together  with the income or gains on such  contributions  and
assets,  less any payments, distributions, transfers, assessments  and
losses  from  or on such contributions and assets. The Fund  shall  be
managed  and controlled by the Trustee pursuant to the terms  of  this
Trust  Agreement without distinction between principal and income  and
without liability for the payment of any interest on such assets.  The
Trustee  shall not be responsible for the amount or the collection  of
any  contributions to the Fund or for the determination of the  amount
or  frequency of any contribution required by the Plan, ERISA  or  the
Code  and  such responsibilities shall be borne solely by the Employer
and the Participating Affiliates. Further, the Trustee, for investment
purposes, may combine into one fund the Funds created under each  Plan
maintained  by the Employer and Participating Affiliates  and  (unless
otherwise  specified)  all  references  to  the  Fund  in  this  Trust
Agreement shall be references to the combined Funds; provided that (a)
the  Trustee shall maintain separate books and records of the  assets,
contributions,  distributions and income or losses allocable  to  each
such  Fund  and  (b)  no part of one Fund shall be  used  to  pay  the
expenses, benefits or liabilities attributable to any other Fund.
SECTION 4.  MANAGEMENT OF TRUST FUND
4.1    Plan  Administrator.  With  respect  to  the  Fund,  the   Plan
Administrator  shall have those duties and responsibilities  specified
in  this  Trust Agreement and, additionally, shall have  the  duty  to
advise  the Trustee and any other person of such facts and issue  such
directions  as  may be required to enable the Trustee and  such  other
person  to  execute  their  duties  and  responsibilities  under  this
Agreement.
4.2   Trustee.  The  Trustee shall have the sole and  exclusive  power
(except  as  otherwise  provided  in  this  Trust  Agreement)  in  the
management  and control of the Fund to do all things and execute  such
instruments as may be deemed necessary or proper, including the powers
described in this section, all of which may be exercised without order
of  or  report to any court. To the extent the exercise  of  any  such
power would require the exercise of discretion by SBCTC as the Trustee
(other  than the management and control of any assets invested in  any
common  or  collective trust maintained by SBCTC or  its  affiliates),
SBCTC as Trustee shall exercise such power only in accordance with the
specific  direction  of the Plan Administrator,  the  Employer  or  an
Investment Manager.
  4.2(a)  To  sell, exchange, or otherwise dispose of any property  at
  any  time  held or acquired by the Fund, at public or private  sale,
  for cash or on terms, without advertisement, including the right  to
  lease   for  any  term  notwithstanding  the  period  of  the  Trust
  Agreement;
  4.2(b)  To vote in person or by proxy any corporate stock  or  other
  security and to agree to or take, or refrain from taking, any  other
  action  necessary  or  appropriate for a  shareholder  or  owner  in
  regard  to  any reorganization, merger, consolidation,  liquidation,
  bankruptcy  or  other procedure or proceeding affecting  any  stock,
  bond, note or other property;
  4.2(c)  To  compromise, settle or adjust any claim or demand  by  or
  against  the Fund and to agree to any rescission or modification  of
  any contract or agreement affecting the Fund;
  4.2(d)  To  borrow  money,  and to secure the  same  by  mortgaging,
  pledging, or conveying the property of the Fund;
  4.2(e)  To  deposit  any  stock,  bond  or  other  security  in  any
  depository  or other similar institution and to register any  stock,
  bond  or  other security in the name of a nominee or in street  name
  provided  such securities are held on behalf of the Fund by  a  bank
  or  trust company, subject to supervision by the United States or  a
  State,  a  broker or dealer registered under the Securities Exchange
  Act  of  1934 ("Act") or a "clearing agency" as defined in the  Act,
  or  their  nominees, without the addition of words  indicating  that
  such  security is held in a fiduciary capacity, but accurate records
  shall  be maintained showing that such security is a Fund asset  and
  the Trustee shall be responsible for the acts of such nominee;
  4.2(f)  To  hold  cash  in such amounts as may  be  in  its  opinion
  reasonable for the proper operation of the Fund;
  4.2(g)  To  invest  any  and  all  monies  in  such  stocks,  bonds,
  securities,  investment  company or trust shares  or  mutual  funds,
  including  mutual  funds  which invest  in  commodities,  mortgages,
  notes,  choses  in  action, real estate, improvements  thereon,  and
  other  property  as  the  Trustee may  deem  appropriate,  including
  "employer   securities"  (whether  or  not   such   securities   are
  "qualifying  employer  securities")  or  "employer  real   property"
  (whether   or  not  such  property  is  "qualifying  employer   real
  property"),  as such terms are defined for purposes of  ERISA  S407,
  except to the extent prohibited under ERISA or the Code;
  4.2(h) To grant, sell, purchase, or exercise any option of any  kind
  or  description whatsoever to purchase or sell any security or other
  property  which  is  a  permissible  investment  under  this  S4(b),
  provided  the  Trustee in no event shall grant or  sell  any  option
  under which any person can require the Fund to sell any security  or
  other  property  which the Fund at the time of such  grant  or  sale
  does  not hold in an amount sufficient to cover such option and  any
  other  outstanding option granted or sold by the  Trustee,  and  the
  Trustee  in  no  event shall dispose of any such security  or  other
  property covering any such option until such option is exercised  or
  otherwise expires;
  4.2(i) To invest all, or any part, of the assets of the Fund in  any
  common,  collective or group trust fund maintained under  Code  S584
  or  Revenue  Ruling  81-100, 1981-1 C.B.  326  exclusively  for  the
  investment  of  the assets of tax exempt pension and profit  sharing
  plans,   the   provisions  of  which  upon  such  investment   shall
  automatically  be  adopted and made a part of this  Trust  Agreement
  for  the  period such investment is made in such common,  collective
  or group trust fund; provided, if SBCTC is the Trustee,
     4.2(i)(1)   the Trustee shall, upon receipt of written investment
directions,  invest some or all of the Fund in one or more  collective
trust funds (including, without limitation, any collective trust  fund
maintained by the Trustee or by any affiliate of the Trustee) that are
exempt from taxation under Code S501(a);
     4.2(i)(2)   any  such  investment shall be  subject  to  all  the
provisions of the declaration of trust creating such collective  trust
fund  which is adopted in its entirety as an integral part of the Plan
and of this Trust Agreement;
     4.2(i)(3)  the Employer, Plan Administrator or Investment Manager
shall  not  have any right to vote or otherwise in any manner  control
the  operation and management of any such collective trust  fund,  the
operation  of  any  party to any such collective trust  fund,  or  any
beneficiary of any such collective trust fund;
    4.2(i)(4)  the Trustee (or its affiliate) is authorized to utilize
investment advice received from investment advisers for any collective
trust  fund  maintained  by the Trustee (or its affiliate)  including,
without  limitation, such advice received from [SB Capital  Management
and  SB Asset Management, each of which is a division of] an affiliate
of the Trustee, and to utilize the brokerage services of the Prototype
Sponsor, an affiliate of the Trustee; and
    4.2(i)(5)  the Employer, Plan Administrator or Investment Manager,
as  applicable, shall determine, prior to any direction by  either  of
them  to  invest the Fund in any such collective trust fund, that  the
services  provided  to  the  Plan through the  collective  trust  fund
including,  without  limitation,  any  investment  advisory   services
provided  to the Trustee (or its affiliate) by [SB Capital  Management
or  SB  Asset  Management]  and brokerage  services  provided  by  the
Prototype Sponsor are (A) necessary to the operation of the Plan,  (B)
furnished  under  a declaration of trust which is reasonable  and  (C)
furnished for reasonable compensation;
  4.2(j)   To  purchase,  hold,  sell,  surrender  or  distribute  any
  investment contract, life insurance contract or annuity contract  as
  directed  by  a Participant or the Plan Administrator in  accordance
  with the Plan;
  4.2(k)   To  make  a  participant  loan  as  directed  by  the  Plan
  Administrator; and
  4.2(l)   To  make  such  other investments as  the  Trustee  in  its
  discretion  shall  deem best or if SBCTC is the Trustee  or  if  the
  Trustee  is subject to the direction of another person, as  directed
  by  someone other than the Trustee, without regard to any law now or
  hereafter  in  force (other than ERISA) limiting the investments  of
  trustees or other fiduciaries.
The  Trustee shall not be required to make any inventory or  appraisal
or  report  to  any court, nor to secure any order of  court  for  the
exercise of any power contained in this Trust Agreement, and shall not
be required to give bond (except as required by ERISA).
Notwithstanding  the foregoing, if SBCTC is the Trustee,  SBCTC  shall
invest  all assets of the Fund which are to be invested on an  interim
basis  pending reinvestment, distribution or other disbursement either
(1) in depository accounts bearing a reasonable rate of interest which
are  maintained  by  SBCTC or by any affiliate  of  SBCTC  or  (2)  in
commingled short-term investment funds which are maintained  by  SBCTC
or  by  any  affiliate  of  SBCTC, in which event  the  provisions  of
S4(b)(9) of this Trust Agreement shall apply.
Except  as  agreed to in writing by the Trustee and the Employer,  the
Trustee shall not be liable and shall be indemnified and held harmless
by  the  Employer for any liability, loss, damage, expense, assessment
or other cost of any kind or description whatsoever, which the Trustee
incurs  as a result of or arising out of (1) any action taken  at  the
direction  of  the Employer, the Plan Administrator or  an  Investment
Manager,  (2)  any failure to act if, under the terms  of  this  Trust
Agreement,  action can be taken only after receipt from the  Employer,
the   Plan   Administrator  or  an  Investment  Manager  of   specific
directions, (3) any action or failure to act based on advice of  legal
counsel  to the Employer or the Plan Administrator, or (4) any failure
to  act  pending the receipt of direction from the Employer, the  Plan
Administrator or an Investment Manager, when the Trustee  has  made  a
written request for such direction, provided such action or failure to
act  is not attributable to fraud, misconduct, negligence or error  by
the Trustee. Further, if SBCTC is the Trustee, SBCTC may from time  to
time request the advice of counsel on any legal matter, including  the
interpretation  of  the Plan and this Trust Agreement,  and  shall  be
indemnified and held harmless for any and all liability, loss, damage,
expense, assessment or other cost of any kind or description resulting
from  or  on  account  of  its services as  Trustee  under  the  Plan,
including, but not limited to, any co-fiduciary liability under  ERISA
S405  and  any  liability, damage, expense, assessment or  other  cost
arising  out  of  its  actions in accordance with advice  of  counsel.
Except  as  agreed to in writing by the Trustee and the Employer,  the
provisions  of  this paragraph shall survive the term  of  this  Trust
Agreement  and may not be amended by any person or entity  other  than
the  Prototype  Sponsor or terminated except with the consent  of  the
Trustee.
4.3   Investment Manager. The Plan Administrator as a Named  Fiduciary
at  any time may appoint in writing a person, or more than one person,
including,  subject  to S4(i) of this Trust Agreement,  the  Prototype
Sponsor or any of its affiliates, who either (1) is registered  as  an
investment adviser under the Investment Advisers Act of 1940  ("Act"),
(2)  is  a bank, as defined in the Act, or (3) is an insurance company
which,  within  the meaning of ERISA S3(38), is qualified  to  manage,
acquire  and dispose of the assets of an employee benefit  plan  under
the laws of more than one state, as an investment manager pursuant  to
ERISA  S3(38)  ("Investment Manager") for all of the  Fund  or  for  a
specified  portion of the Fund allocated by the Plan Administrator  to
such Investment Manager's management account ("Management Account").
The  Plan  Administrator shall notify the Trustee of such  appointment
and   of  the  date  such  appointment  becomes  effective,  and  such
Investment Manager shall have the sole responsibility and duty and the
sole  power, without prior consultation with the Board, the  Employer,
the  Plan  Administrator, the Trustee, or any other person, to  manage
and direct or effect the acquisition and disposition of the assets  of
the  Fund  allocated  to such Management Account  from  the  date  the
appointment  as  Investment  Manager  becomes  effective.   The   Plan
Administrator as a Named Fiduciary also may terminate the  appointment
of  any  person as an Investment Manager and may cause assets  of  the
Fund to be added to or deleted from any Management Account.
The   Investment  Manager  may  exercise  his  or  her  power  through
procedures  as  agreed  upon  with  the  Trustee  which  satisfy   the
requirements  of  the securities laws and the rules of  the  New  York
Stock  Exchange (and any other exchange on which securities are traded
for  such manager's Management Account), and the Trustee shall not  be
liable in any respect to any person, and shall be indemnified and held
harmless  by  the  Employer,  for  acting  in  accordance  with   such
procedures. Pending receipt of directions from the Investment Manager,
any  cash received by the Trustee from time to time for such manager's
Management  Account  may  be retained in  the  Fund  in  cash.  If  an
Investment  Manager ceases to have investment responsibility  for  the
Management  Account,  the  Plan  Administrator  or  the  Employer,  as
authorized  in  accordance with S4(d) of this Trust  Agreement,  shall
manage  such assets in accordance with S4(d) or shall appoint  another
Investment Manager to manage such assets.
4.4   Plan Administrator or Employer Investment Directions. The  Board
at  any  time may authorize in writing the Plan Administrator  or  the
Employer  as a Named Fiduciary to manage and direct the investment  of
all  or  any specified portion of the assets of the Fund as determined
by  the Board, and the Board at any time may modify or terminate  such
authorization  in  writing.  If SBCTC is  appointed  as  Trustee,  the
Employer  shall automatically be deemed to be so authorized to  manage
and  direct the investment of the entire Fund; provided, the  Employer
may  specify  in the Adoption Agreement that such direction  shall  be
made by the Plan Administrator. In the event the Plan Administrator or
the Employer is authorized to manage and direct the investment of Fund
assets  under  this  S4(d), the provisions  of  S4(c)  of  this  Trust
Agreement shall apply in all respects as if the Plan Administrator  or
the Employer, as applicable, was an Investment Manager and the portion
of  the  assets  subject  to  such  management  and  direction  was  a
Management Account.
4.5   Participant  Investment  Directions.  If  the  Plan  permits   a
Participant  or  a  Beneficiary  to  direct  the  investment  of  such
individual's Account, the Plan Administrator shall direct the  Trustee
to  establish  the  investment alternatives  designated  by  the  Plan
Administrator and to accept directions to invest all or any  specified
portion of the Participant's Account among such alternatives. The Plan
Administrator  in consultation with the Trustee shall  establish  such
reasonable  rules for effecting the investment elections as  the  Plan
Administrator deems necessary or appropriate and such rules  shall  be
applied  on  a  uniform and nondiscriminatory basis to  all  similarly
situated individuals. Except as required under ERISA, neither the Plan
Administrator,  the Employer nor the Trustee shall be responsible  for
any investment decisions made by a Participant or a Beneficiary. If  a
Participant  or  Beneficiary fails to direct  the  investment  of  the
Account,  then  the Employer or Plan Administrator (as  authorized  in
accordance  with  S4(d)  of  this Trust Agreement)  shall  assume  the
investment responsibility for such Account.
4.6   Custodian. The Trustee (including SBCTC) at any  time  and  from
time  to  time  may appoint one, or more than one, person,  including,
subject to S4(i) of this Trust Agreement, the Prototype Sponsor or any
of  its  affiliates,  to  perform such custodial  safekeeping,  record
keeping, securities execution and other nondiscretionary functions  of
the  Trustee as the Trustee deems appropriate, and any person  who  is
appointed  to  perform  a  custodial  safekeeping  function  may   (in
connection with the performance of that function) hold Fund securities
in  a  street  name,  provided  that  the  Trustee  shall  remain  the
beneficial owner of all assets held by such person and such person  in
no  event shall be granted any discretionary authority in the capacity
as a custodian to manage and direct the acquisition and disposition of
Fund assets.
4.7   Multiple Trustees. More than one person can serve  at  the  same
time  as  the  Trustee, including any combination of  individuals  and
banks  or  similar institutions, and in the event that more  than  one
person does serve at the same time as Trustee under the Plan and  this
Trust  Agreement,  the references to "Trustee" in the  Plan  and  this
Trust  Agreement  wherever  applicable  shall  be  deemed  to  be   to
"Trustees"  and  such  Trustees  may  allocate  among  themselves   by
unanimous  written  consent  (signed by all  Trustees)  such  specific
Trustee  duties, responsibilities and functions in the  management  of
the  Fund and otherwise under the Plan and this Trust Agreement as the
Trustees deem appropriate under the circumstances. The Trustees in all
unallocated  duties,  responsibilities  and  functions  shall  act  by
majority  vote  at a meeting at which a majority of the  Trustees  are
present  or  by unanimous written consent (signed by all Trustees)  in
lieu  of  a meeting. Any person shall be entitled to rely conclusively
upon  any written action signed by all Trustees or by any one or  more
Trustees  to whom the power to take such action has been allocated  by
unanimous  written  consent  signed  by  all  Trustees.  Finally,  the
provisions  of  S8  of  this  Trust  Agreement  shall  apply  to   the
resignation or removal of any one of the Trustees, provided  that  (1)
all  notices required in such S8 also shall be given to any  remaining
Trustees, (2) the Employer only shall be required to appoint successor
Trustees upon the resignation or removal of all Trustees then serving,
and  (3) the Employer or the remaining Trustees may demand and receive
an  accounting upon the resignation or removal of one or more  of  the
Trustees.  Notwithstanding the foregoing, if SBCTC  is  not  the  sole
Trustee  under  the  Plan, SBCTC shall serve  in  a  nondiscretionary,
custodial  capacity only subject to the directions of the Employer  or
the Plan Administrator and SBCTC shall have no duties with respect  to
assets  held  by  any other person including, without limitation,  any
other  Trustee for the Fund. Further, the Employer hereby agrees  that
SBCTC  shall not serve as, and shall not be deemed to be, a co-trustee
under any circumstances.
4.8   Communications.  The Employer, the Plan Administrator  and  each
Investment Manager shall establish with the Trustee such oral, written
or  electronic  communication procedures (or any combination  of  such
communication procedures) or such other procedures as such persons and
the  Trustee  deem reasonable and prudent under the circumstances  for
the  orderly  administration of the Fund. The Trustee and  each  other
person  shall  be  entitled  to rely conclusively  upon  any  and  all
communication  from  the  Employer, the Plan  Administrator  and  each
Investment   Manager  reasonably  believed  to  be   communicated   in
accordance with such established procedures.
If   the   Trustee  receives  a  direction  which  in  the   Trustee's
determination  is incomplete, was not communicated in accordance  with
established procedures or otherwise cannot reasonably be executed, the
Trustee  shall  promptly  inform  the  person  responsible  for   such
direction  and shall take no further action pending receipt of  proper
directions from such person.
4.9   Prototype  Sponsor. Nothing in the Plan or this Trust  Agreement
shall  prevent  the  Prototype Sponsor or any of its  affiliates  from
engaging  in any transaction with the Plan or the Fund, provided  that
such  transaction  does not (in the opinion of the Prototype  Sponsor)
constitute a "prohibited transaction" under ERISA S406 or Code  S4975,
and  the  Employer  shall provide such written  documentation  as  the
Prototype Sponsor deems necessary or appropriate to determine that any
such transaction would not be a "prohibited transaction."
To  the  extent  that  ERISA  or  a prohibited  transaction  exemption
requires  action by an individual independent of the Plan Sponsor  and
its  affiliates or their employers, officers and directors,  then  the
Employer, the Plan Administrator, an Investment Manager, a Participant
or a Beneficiary shall have full power and authority to take action on
behalf  of  the  Fund as necessary to satisfy ERISA or such  exemption
provided  such person otherwise is authorized to act under this  Trust
Agreement.
4.10   Voting of Proxies. Except as provided in this S4(j), the person
with  the responsibility to manage and invest all or a portion of  the
Fund  shall have the exclusive authority and responsibility for voting
proxies with respect to investments held for such portion of the  Fund
and  the  Trustee  shall be obligated to vote  such  proxies  only  in
accordance  with the directions of such person and shall be  precluded
from voting such proxies except in accordance with such directions.
However, the Plan Administrator, as a Named Fiduciary, may reserve  to
itself the right to vote proxies with respect to any investments which
are  otherwise subject to the management and control of an  Investment
Manager  and, in such event, the Investment Manager shall be precluded
from voting such proxies.
SECTION 5.  BENEFIT PAYMENTS
No  disbursement  from  the Fund shall be  made  by  the  Trustee  for
purposes  of  the payment of any Plan benefit except  on  the  written
direction  of  the Plan Administrator, and the Trustee shall  have  no
duty  or  obligation whatsoever to inquire as to the accuracy of  such
direction  or  its propriety in light of the provisions of  the  Plan,
ERISA  or  the Code. Upon written direction (which may be a continuing
direction) from the Plan Administrator as to the name of any person to
whom  payment is to be made from the Fund and when such payment is  to
be made and the amount and manner of such payment, and consistent with
the  income  tax  withholding requirements,  the  Trustee  shall  draw
checks, purchase annuity contracts or distribute other assets from the
Fund  in the name of the person designated by the Employer and deliver
such  checks,  contracts or other assets in such manner  and  in  such
amounts  and at such times as the Plan Administrator shall direct  or,
if  appropriate, the Trustee shall make an electronic transfer to  the
account  of such person designated by the Plan Administrator  in  such
amounts and at such times as the Plan Administrator shall direct.
If  SBCTC is the Trustee, all payments to be paid by means of a  check
from  the  Trustee shall be paid from a non-interest bearing  checking
account  to be maintained with an affiliate of the Trustee.  Prior  to
executing this Trust Agreement, the Employer shall determine that such
checking  account services are (1) necessary to the operation  of  the
Plan,  (2) furnished under an arrangement which is reasonable and  (3)
furnished for reasonable compensation.
In  the  event  the Trustee shall deem it necessary  to  withhold  any
distribution  pending compliance with legal requirements with  respect
to  probate of wills, appointment of personal representatives, payment
or  provision for estate or inheritance taxes, or for death duties  or
otherwise, the Trustee shall notify the Plan Administrator  and  shall
thereafter  take no action pending receipt of the Plan Administrator's
instructions   to   distribute  and  an  agreement   from   the   Plan
Administrator, in form satisfactory to the Trustee, protecting it from
any liability arising out of noncompliance with such requirements.
The  Plan Administrator may in its discretion direct, and the  Trustee
shall  make payment on such direction, that Plan payments be made  (1)
directly  to  an  incompetent or disabled person, whether  because  of
minority or mental or physical disability, (2) to the guardian  or  to
the  person  having  custody of such person if a  court  of  competent
jurisdiction has appointed such guardian or custodian, or (3)  to  any
person  designated  or authorized under any state statute  to  receive
such payments on behalf of such incompetent or disabled person without
further  liability  either  on the part  of  the  Employer,  the  Plan
Administrator  or the Trustee for the amount of such  payment  to  the
person on whose account such payment is made.
In  the  case  of  a  termination,  partial  termination,  a  complete
discontinuance of contributions or the termination of participation by
a  Participating Affiliate as described in S14.5 of the Plan, the Plan
Administrator shall direct the Trustee precisely as to what action  to
take and the Trustee (subject to the terms of this Trust Agreement and
the  Plan  and  to such terms and conditions, if any, as  agreed  upon
between  the  Plan  Administrator and the Trustee) shall  follow  such
directions.
The   Plan   Administrator  shall  determine   anticipated   liquidity
requirements  to meet projected benefit payments for  each  Plan  Year
and,  if  any  adjustment from the practices and policies agreed  upon
between the Plan Administrator and the Trustee at the adoption of this
Trust Agreement is deemed appropriate, notice of such adjustment shall
be  communicated  by  the Plan Administrator in  writing  as  soon  as
practicable to the Trustee. The Trustee shall be under no duty to make
any such adjustment prior to receiving such notice.
SECTION 6.  VALUATION AND ACCOUNTING BY TRUSTEE
The  Trustee as of each Valuation Date shall determine the fair market
value of the assets of the Fund (or, if more than one Fund is combined
for investment purposes, of each such Fund) based upon such reasonable
accounting  principles, practices and procedures as the Trustee  shall
adopt  and  consistently apply for this purpose,  which  determination
shall  be final and binding. At such times as agreed upon between  the
Trustee  and the Plan Administrator, the Trustee shall file  with  the
Plan  Administrator a written report setting forth  such  fair  market
value  and  all  investments,  receipts and  disbursements  and  other
transactions of the Fund since the date of the last such report.
Upon the expiration of 90 days from the filing of the Trustee's report
and  except  as  provided under ERISA, the Trustee  shall  be  forever
relieved and discharged from any liability or accountability to anyone
with respect to the propriety of its actions or the transactions shown
by  such  report except with respect to those acts or transactions  to
which the Plan Administrator or the Employer shall, within such 90 day
period,  have  filed  with  the Trustee its written  disapproval,  and
neither  the Plan Administrator nor the Employer nor any other  person
shall  have  the  right to demand or be entitled  to  any  further  or
different accounting by the Trustee.
SECTION 7.  EXPENSES
All  reasonable and proper expenses of the Plan and the  Fund  (within
the  meaning  of  ERISA S403(c)(1) and S404(a)(1)(A)),  including  any
taxes  which may be levied or assessed against the Trustee on  account
of the Fund and the Trustee's compensation as agreed upon from time to
time  by  the  Employer and the Trustee, shall be paid from  the  Fund
unless  (a) the payment of such expense would constitute a "prohibited
transaction" within the meaning of ERISA S406 or Code S4975 or (b) the
Employer  pays such expenses. Any such expenses of the Fund which  are
properly  allocable  to an individual's Account  (including,  but  not
limited to, expenses related to an individual's investment directions,
annuity contract purchases and other transactional fees for processing
distributions)  may  be  charged directly  against  such  individual's
Account if so provided in administrative procedures established by the
Plan  Administrator. No payments shall be made to a Trustee  who  also
receives  full-time  pay  from the Employer or  from  a  Participating
Affiliate  except for his or her benefits, if any, from the  Plan  and
the  reimbursement of his or her reasonable and proper expenses  as  a
Trustee which are not reimbursed by any other person.
SECTION 8.  RESIGNATION OR REMOVAL OF TRUSTEE
The  Trustee  may  resign  at  any  time  by  delivering  its  written
resignation to the Employer. The Employer shall within 60  days  after
receipt  of  such resignation appoint a successor trustee  in  writing
(acceptable  for  this  purpose  to the  Employer  and  the  successor
trustee)  delivered to the Trustee and to such successor trustee.  The
Employer  may remove the Trustee at any time and appoint  a  successor
trustee or trustees upon 60 days written notice to the Trustee  unless
the Trustee agrees to a shorter notice period. In either event, on the
appointment of such successor, the Trustee shall promptly turn over to
such  successor all assets held by the Trustee and shall make a  final
accounting  to the Plan Administrator and the Employer. The  successor
trustee shall have no responsibility except to receive such money  and
property  from  the  Trustee  and to  hold  and  administer  the  same
thereafter  in accordance with this Trust Agreement and shall  not  be
responsible for any act or omission of the Trustee, and shall  not  be
required  to make any claim or demand against the Trustee  unless  the
Plan  Administrator  or  the Employer shall  in  writing  request  the
successor  trustee to make a claim or demand against the Trustee.  Any
such  successor  trustee shall have and may exercise all  the  rights,
powers,  and duties of the Trustee as fully and to the same extent  as
if it had originally been named Trustee herein.
SECTION 9.  MERGERS, CONSOLIDATIONS AND ASSET TRANSFERS
The  Trustee  upon  written direction of the Plan Administrator  shall
transfer and deliver Fund assets to or accept the transfer to the Fund
of  assets  acceptable to it from any trustee, custodian or  insurance
carrier  maintaining  any investment medium of  a  pension  or  profit
sharing  plan  which is tax exempt under Code S401(a) into  which  the
Plan (or any portion thereof) shall be merged or consolidated.
In  the case of any Plan merger or consolidation with, or transfer  of
assets  or  liabilities to or from, any other employee  benefit  plan,
each  person for whom an Account then is maintained shall be  entitled
to  receive a benefit from such plan, if it is then terminated,  which
is  equal  to or greater than the benefit such person would have  been
entitled  to receive immediately before such merger, consolidation  or
transfer,  if  the  Plan  then  had been terminated.  The  Trustee  in
connection with either of the above described transfers shall have  no
liability  or  responsibility (1) to determine whether  such  transfer
shall  be  in  conformity with the provisions of the Plan,  any  other
plan,  ERISA  or  the  Code or (2) to determine  the  effect  of  such
transfer  upon  any Accounts. Any direction of the Plan  Administrator
respecting any of the foregoing shall constitute a certification  that
the  transfer so directed is in conformity with the provisions of  the
Plan or any other plan, this Trust Agreement, ERISA and the Code,  and
the Trustee shall act in accordance with such direction.
SECTION 10. SINGLE TRUST - SEPARATE FUNDS
The  assets  of  the Fund (or, if more than one Fund is  combined  for
investment  purposes, of each such Fund) shall be held,  administered,
invested  and managed by the Trustee (except to the extent  investment
responsibility is allocated to another person under the terms of  this
Trust Agreement) consistent with the terms of this Trust Agreement  in
all respects as a single trust even though portions of such assets may
be  attributable  to different employers or may be  allocable  to  the
payment   of  benefits  for  different  employee  groups.   The   Plan
Administrator  shall  be  responsible to maintain  and  determine  the
appropriate portion of the Fund held in respect of any such  group  of
employees  in  the event that such maintenance or determination  shall
become  necessary. The determination by the Plan Administrator of  the
portion  of the Fund held in respect of any such employee group  shall
be final and conclusive upon all persons.
SECTION 11.  NAMED FIDUCIARIES AND ADMINISTRATION
The Plan Administrator and the Employer (if the Plan Administrator  is
not  the Employer) shall be the Named Fiduciaries responsible  to  the
extent  of their powers and responsibilities assigned in the Plan  for
the  control,  management and administration of  the  Plan.  The  Plan
Administrator, the Employer and the Trustee (other than  SBCTC)  shall
be the Named Fiduciaries responsible to the extent of their respective
powers  and  responsibilities assigned to them in the Trust  Agreement
for    the   safekeeping,   control,   management,   investment    and
administration  of the assets of the Fund. Any power or responsibility
for  the control, management or administration of the Plan or the Fund
which is not expressly assigned to a Named Fiduciary under the Plan or
the Trust Agreement, or with respect to which the proper assignment is
in  doubt, shall be deemed to have been assigned to the Employer as  a
Named  Fiduciary. One Named Fiduciary shall have no responsibility  to
inquire into the acts and omissions of another Named Fiduciary in  the
exercise  of  powers or the discharge of responsibilities assigned  to
such other Named Fiduciary under the Plan or the Trust Agreement.  Any
person may serve in more than one fiduciary capacity under the Plan or
the Trust Agreement and a fiduciary may be a Participant provided such
individual otherwise satisfies the requirements of S4.
A   Named   Fiduciary,  by  written  instrument  filed  by  the   Plan
Administrator with the records of the Plan, may designate a person who
is  not  a  Named  Fiduciary to carry out any of its  responsibilities
under the Plan or Trust Agreement, other than the responsibilities  of
the  Trustee for the safekeeping, control, management, investment  and
administration  of the assets of the Fund, except to  the  extent  the
Trustee's responsibility for investment decisions is delegated to  the
Employer, the Plan Administrator, or an Investment Manager.
Except  to  the extent expressly reserved under the Plan or the  Trust
Agreement  to  the  Employer, the Board,  or  the  Trustee,  the  Plan
Administrator  shall  have the exclusive responsibility  and  complete
discretionary  authority  to  control the  operation,  management  and
administration  of the Plan, with all powers necessary  to  enable  it
properly  to  carry  out  such responsibilities,  including  (but  not
limited  to)  the  power to construe the Plan,  the  related  Adoption
Agreement,  and  the  Trust  Agreement, to determine  eligibility  for
benefits  and  to  resolve  all  interpretative,  equitable  or  other
questions  that  arise  under the Plan or  the  Trust  Agreement.  The
decisions of the Plan Administrator on all matters within the scope of
its   authority  shall  be  final  and  binding.  To  the   extent   a
discretionary  power  or  responsibility  under  the  Plan  or   Trust
Agreement  is  expressly  assigned to a person  other  than  the  Plan
Administrator, such person shall have complete discretionary authority
to  carry out such power or responsibility and such person's decisions
on  all  matters within the scope of such person's authority shall  be
final and binding.
SECTION 12.  MISCELLANEOUS
12.1   Spendthrift  Clause  and Qualified Domestic  Relations  Orders.
Except to the extent permitted by law, no Account, benefit, payment or
distribution under the Plan or this Trust Agreement shall  be  subject
to  attachment,  garnishment, levy, execution, or any claim  or  legal
process  of  any  creditor of a Participant  or  Beneficiary,  and  no
Participant or Beneficiary shall have any right to alienate,  commute,
anticipate,  or  assign all or any part of such individual's  Account,
benefit,  payment  or  distribution  under  the  Plan  or  this  Trust
Agreement.  The preceding sentence also shall apply to  the  creation,
alienation,  assignment, or recognition of  a  right  to  any  benefit
payable with respect to a Participant pursuant to a domestic relations
order  unless  such  order is determined to be  a  qualified  domestic
relations order ("QDRO") within the meaning of Code S414(p)  and  such
order  is  entered  on  or after January 1, 1985. Notwithstanding  the
foregoing, the Plan Administrator may treat a domestic relations order
entered  before  January  1, 1985 as a QDRO in  accordance  with  Code
S414(p) and S16.1 of the Plan.
12.2   Benefits  Supported Only by Trust Fund. Any person  having  any
claim  for any benefit under the Plan shall look solely to the  assets
of  the Fund for the satisfaction of that claim. In no event will  the
Prototype  Sponsor, the Trustee, the Plan Administrator, the  Employer
or  a  Participating  Affiliate or any of their  employees,  officers,
directors or their agents be liable in their individual capacities  to
any person whomsoever for the payment of any benefits under the Plan.
12.3   Claims. Any payment to a Participant or Beneficiary, or to  the
legal  representative  or  heirs-at-law of any  such  person  made  in
accordance with the provisions of the Plan shall to the extent of such
payment  be in full satisfaction of all claims under the Plan  against
the  Trustee, Plan Administrator, a Named Fiduciary, the Employer  and
any Participating Affiliate, any of whom may require such person, such
person's   legal  representative  or  heirs-at-law,  as  a   condition
precedent  to such payment, to execute a receipt and release  in  such
form  as  shall  be  determined by the Trustee, Plan Administrator,  a
Named  Fiduciary,  the Employer or a Participating Affiliate,  as  the
case may be.
12.4   Nonreversion. Except as provided in S7.2(b) of the Plan and  in
this  S12(d),  neither  the Employer nor any  Participating  Affiliate
shall have any present or prospective right, claim, or interest in the
Fund or in any Employer contribution made to the Trustee.
To   the  extent  permitted  by  the  Code  and  ERISA,  the  Employer
contributions  described  in this S12(d),  less  any  losses  on  such
contributions, shall be returned by the Trustee to the Employer or  to
any  Participating Affiliate upon the written direction  of  the  Plan
Administrator in the event that:
  12.4(a)  an  Employer contribution is made by  a  mistake  of  fact,
  provided  such return is effected within one year after the  payment
  of such contribution;
  12.4(b)  a  final judicial or Internal Revenue Service determination
  is  made  that  the Plan fails to satisfy the requirements  of  Code
  S401  with  respect to its initial qualification (provided,  if  the
  Employer is not entitled to rely on the Prototype Sponsor's  opinion
  letter,  the application for the initial qualification of  the  Plan
  is  made  by  the  time prescribed by law for filing the  Employer's
  return  for the taxable year in which the Plan is adopted,  or  such
  later  date  as  the  Secretary of the Treasury may  prescribe),  in
  which event all Employer contributions made before such judicial  or
  administrative  determination  (whichever  last  occurs)  plus   any
  earnings  and  minus any losses shall be returned  within  one  year
  after  such  determination,  all  such  contributions  being  hereby
  conditioned  upon  the  Plan satisfying all applicable  requirements
  under Code S401 from and after its adoption; or
  12.4(c)  a  deduction  for  an Employer contribution  is  disallowed
  under  Code S404, in which event such contribution shall be returned
  within  one  year  after such disallowance, all  such  contributions
  being hereby conditioned upon being deductible under Code S404.
The  Trustee shall have no obligation or responsibility whatsoever  to
determine  whether  the return of any such Employer  contributions  is
permitted  by  the Code or ERISA and shall (to the extent  permissible
under law) be indemnified and held harmless by the Employer for acting
in  accordance with written directions given by the Plan Administrator
pursuant to this S12(d).
12.5  Exclusive Benefit. The corpus or income of the Fund shall not be
diverted  to or used for any purpose other than the exclusive  benefit
of Participants or Beneficiaries.
FEE SCHEDULE
Employers who use a Smith Barney Prototype Defined Contribution Plan
will be charged a $100 annual fee. In the event that the plan
terminates or all plan assets are transferred from Smith Barney, an
additional $100 fee will be charged. In accordance with the Employee
Representations Section of the Adoption Agreement (see Signature
Section), such fees will be charged against the brokerage account
maintained for the plan.
These fees are subject to change and you will be notified prior to the
time the change becomes effective.
                     Smith Barney Prototype
                    Standardized 401(k) Plan
                    Adoption Agreement #003

  Adoption of a qualified plan has important legal and tax
implications. Failure to properly fill out the Adoption Agreement may
result in disqualification of the Plan. Employers should consult with
their counsel concerning the adoption of this Plan. To obtain further
information about the Plan, contact Smith Barney through your
Financial Consultant.

  NOTE: Under the terms of the Plan, options marked "Standard"
automatically will apply unless another option is selected. If
additional space is needed to provide information requested in this
Adoption Agreement, the information may be provided in an addendum
attached to this Adoption Agreement which contains a reference to the
appropriate Part(s) of the Adoption Agreement.

  Adoption Agreement #003 may only be used in conjunction with the
SMITH BARNEY PROTOTYPE DEFINED CONTRIBUTION PLAN - Plan Document #05.
  Capitalized terms refer to defined terms in Plan Document #05. "S"
refers to sections of Plan Document #05; "Part" refers to provisions
in this Adoption Agreement. The instructions and descriptions in this
Adoption Agreement generally summarize the Plan Document provisions,
but the Plan Document terms will be controlling in the event of any
conflict.




                TO BE COMPLETED BY SMITH BARNEY
FINANCIAL CONSULTANT: ________________  Telephone Number: _______
Address: ________________________________________________________
_________________________________________________________________
Smith Barney Inc. Account # for Plan:____________________________
I.     EMPLOYER INFORMATION.
  Name: ___________________________________________________________
  Address: ________________________________________________________
  _________________________________________________________________
  Taxable Year: _______________ EIN: ___________________
II.     PLAN INFORMATION.
  A.     Plan Name:   _____________________________________________
  B.     Plan Year: the period which ends on   ____________________
  C.     Construction. Except as provided in S1.2, the Plan and the
Trust Agreement will be subject to the laws of the State of
________________________________________
  D.     Plan Adoption. The Plan is hereby adopted as [Check one. See
S14.1.]
  1.        a new profit sharing plan (with cash or deferred
arrangement).
  2.        an amendment and restatement of the
___________________________________ ("Pre-Existing Plan") which was
originally effective _______________________________, 19____.
  E.     Effective Date of this Adoption Agreement:
____________________________________, 19_______.
III.    ELIGIBILITY AND PARTICIPATION. [If the Employer maintains
another defined contribution Paired Plan, the eligibility and
participation requirements specified in this Part III for Plan Years
beginning on and after the Final Compliance Date must be the same as
those specified in the Adoption Agreement for such other Paired Plan.]
  A.     Eligible Employees. All Employees of the Employer and all
Employees of all Affiliates who satisfy the Participation Requirement
generally are eligible to participate in the Plan except certain
nonresident aliens. However, notwithstanding any contrary language,
participation in this Plan by Employees who are covered by a
collective bargaining agreement and the extent of such participation,
if any, will be determined by collective bargaining. [See S2.19.]
  B.     Participation Requirement. In order to participate in this
Plan, an Eligible Employee must [Check one. See S2.46, S4 and Part
V.B.1. Enter "N/A" if there will be no minimum age or no waiting
period, as applicable.]
  1.        Standard: reach minimum age of 21 and complete a waiting
period of 1 Year of Service.
  2.        no minimum age or waiting period.
  3.        reach minimum age of _____ [not to exceed 21] and complete a
waiting period of ______ Year of Service [not to exceed 1].
    4.   reach minimum age of ____ [not to exceed 21] and complete
a waiting period of ____ Year of Service [not to exceed 1] ; however,
each Employee who is an Eligible Employee on the Effective Date will
be deemed to satisfy the Participation Requirement on the Effective
Date regardless of such Employee's actual age or service.
C.     Entry Date: [Check one. See S2.26 and S4.]
  1.        Standard: the first day of each Plan Year and the first day
of the seventh month of each Plan Year.
  2.        the date on which the Participant satisfies the
Participation Requirement.
  3.        other:_____________________________ [Specify date(s). If a
single Entry Date is entered, the minimum age in Part III.B cannot
exceed 20 and the maximum waiting period in Part III.B
 cannot exceed
= year.]
IV.    VESTING.
  A.     Death, Disability or Retirement. [See S8.1(b).]
  1.        Standard: A Participant's Employer Account and Matching
Account will be 100% vested if, while an Employee, that Participant
dies, becomes Disabled, or reaches Normal Retirement Age or, if
applicable, Early Retirement Age.
  2.        A Participant's Employer Account and Matching Account will
be 100% vested if, while an Employee, that Participant reaches Normal
Retirement Age or if the Participant satisfies the following
condition: [Check one or more only if desired.]
  a.        dies while an Employee.
  b.        becomes Disabled while an Employee.
  c.        reaches Early Retirement Age while an Employee.
  B.     General Vesting Schedule. [See S8.1 and S14.3(c). Generally,
the vesting schedule under this Plan must be at least as favorable at
the completion of each year as the vesting schedule under the Pre-
Existing Plan. The Top-Heavy Vesting Schedule selected in Part XI.A
will apply for all Plan Years in which the Plan is a Top-Heavy Plan.
See S12.4.]
  1.     Matching Account. [Check one. "Full and Immediate Vesting" must
be selected if the 2-year requirement for Matching Contributions is
selected in Part VII.A.2.b.3.]
  a.        Standard: Full and Immediate Vesting. 100% at all times.
  b.        Cliff Vesting.  100% after completion of ____ Years of
Service [not to exceed 5].
  c.        Graded Vesting.
    Years of Service    Nonforfeitable Percentage
       Less than 1            ___%
       1                      ___%
       2                      ___%
       3                      ___% [at least 20%]
       4                      ___% [at least 40%]
       5                      ___% [at least 60%]
       6                      ___% [at least 80%]
       7 or more              100%
  d.        Top-Heavy. The Top-Heavy Vesting Schedule in Part XI.A will
apply for all Plan Years.
  2.     Employer Account. [Check one. "Full and Immediate Vesting" must
be selected if the 2-year requirement for Employer Contributions is
selected in Part VII.D.2.b.2]
  a.        Standard: Full and Immediate Vesting. 100% at all times.
  b.        Cliff Vesting. 100% after completion of ____ Years of
Service [not to exceed 5].
  c.        Graded Vesting.
  Years of Service    Nonforfeitable Percentage
     Less than 1         ___%
     1                   ___%
     2                   ___%
     3                   ___% [at least 20%]
     4                   ___% [at least 40%]
     5                   ___% [at least 60%]
     6                   ___% [at least 80%]
     7 or more           100%
  d.        Top-Heavy. The Top-Heavy Vesting Schedule in Part XI.A will
apply for all Plan Years.
  C.     Normal Retirement Age: [Check one. See S2.43 and Part XIII.B.]
  1.        Standard: age 65.
  2.        age ____ [not to exceed 65].
  3.        the later of age ____ [not to exceed 65] or the ___ [not to
exceed 5th] anniversary of the date on which the Participant commenced
participation in the Plan.
  D.     Early Retirement Age: [The designation of an Early Retirement
Age may accelerate vesting and distribution. Early Retirement Age
cannot exceed Normal Retirement Age. Check one. See S2.13 and S9.1.]
  1.        Standard: No Early Retirement Age.
  2.        age ____
  3.        the later of age ____ or the completion of ___ Years of
Service (for vesting purposes).
V.     SERVICE FOR PARTICIPATION AND VESTING.
  A.     Method for Crediting Service. [Check one. See S3.]
  1.        Standard: "Hour of Service" method. [See S3.1.]
  a.     Crediting Hours. Hours will be credited during each Computation
Period  [Check one. See S3.1(c).]
  (1)       Standard: by maintaining records of the actual hours worked.
[See S3.1(c)(2)(i).]
  (2)       by using the following equivalency [Check one. See
S3.1(c)(2)(ii).]
         10 Hours of Service for each day.
          45 Hours of Service for each week.
           95 Hours of Service for each semi-monthly payroll period.
              190 Hours of Service for each month.
  b.     Vesting Computation Period. The Computation Period for vesting
purposes will be [Check one. See S3.1(b)(2).]
  (1)       Standard: the Plan Year.
  (2)       the 12 month period beginning on the Participant's hire date
and each anniversary of that hire date.
  c.     Participation Computation Period. The initial Computation
Period for participation purposes will be the 12 month period
beginning on the Participant's hire date. Each subsequent Computation
Period after the initial 12 months of employment will be  [Check one.
See S3.1(b)(3).]
  (1)       Standard: Plan Years beginning after the Participant's hire
date.
  (2)       subsequent 12 month periods beginning on the anniversaries
of the Participant's hire date.
  d.     Year of Service for Vesting. For vesting purposes, an Employee
will be credited with a Year of Service if, during a Computation
Period, the Employee completes at least [Check one. See S3.1(d).]
  (1)       Standard: 1,000 Hours of Service.
  (2)       ______ [not more than 1,000] Hours of Service.
  e.     Year of Service for Participation. For participation purposes,
an Employee will be credited with a Year of Service [Check one. See
S3.1(b)(3) and S3.1(d).]
  (1)       Standard: at the end of the Computation Period in which the
Employee completes at least 1,000 Hours of Service.
  (2)       on the date on which the Employee completes at least ______
[not more than 1,000] Hours of Service.
  (3)       at the end of the Computation Period on which the Employee
completes at least ______ [not more than 1,000] Hours of Service.
    Notwithstanding the foregoing, if a partial Year of Service is
selected in Part III.B, no minimum number of Hours of Service will be
required.
  2.        "Elapsed Time" method. [See S3.2.]
    For purposes of determining whether a Participant is entitled
to an allocation of contributions or forfeitures, the Participant will
be deemed to have completed more than 500 Hours of Service in a Plan
Year if the Participant completes the following period of employment
in the Plan Year: [Check one. See S2.2(d) and Part VII.]
  a.        Standard: more than 91 consecutive calendar days.
  b.        more than 3 consecutive months.
  B.     Special Rules.
  1.     Vesting Service Exclusions. [See S3.8.]  In addition to any
service that is disregarded under the Break in Service rules described
below and in S3.7(c), the following service will be excluded for
vesting purposes:
  a.        Standard: No other exclusions.
  b.        Years of Service before age 18.
  c.        Years of Service before the Employer or an Affiliate
maintained this Plan or a predecessor plan.
  d.        Years of Service during a period for which the Employee made
no mandatory contributions under a Pre-Existing Plan.
  2.     Predecessor Employer Service (Vesting and Participation).
Generally, unless the Employer maintains the plan of a predecessor
employer (for example, an acquired company), service for a predecessor
employer will not be credited as service under this Plan. [Check and
attach appropriate addendum only if desired. See S3.4.]
         Service credit will be given under this Plan for certain
predecessor employers for participation and/or vesting purposes to the
extent provided in Addendum V.B.2.
  3.     Break in Service Rules. [See S3.7 and S8.2.]  Generally, all
service completed before a Break in Service will be credited upon
reemployment. Certain service may be excluded under the following
rules:
  a.        Standard: No exclusions. [See S3.7(a).]
  b.        "Rule of Parity." [See S3.7(b)(3).]  This rule, generally,
disregards vesting and participation service completed before 5
uninterrupted Breaks in Service.
  c.        "Alternative Maternity/Paternity Rule."  [Not applicable if
"Elapsed Time" is selected. See S3.7(b)(4).]  This rule, generally,
increases the number of Breaks in Service from 5 to 6 for all
Employees in lieu of crediting service for maternity/paternity leave.
  d.        Alternative to "Buy Back Rule." [See S8.2(b).]  This rule,
generally, does not require former participants (less than 100%
vested) to pay back previous distributions upon reemployment (vesting
only). A rehired Participant's vested interest in restored amounts
will be determined under: [Check one. See S8.2(a), S8.2(b) and
S8.2(c).]
  (1)       Standard: Formula A
  (2)       Formula B
VI.    EMPLOYEE CONTRIBUTIONS.
  A.     Elective Deferrals. Elective Deferrals [See S5.3(f). Check
one.]
  1.        Standard: will be allowed. [Complete formula below; enter
"N/A" if not applicable.]
  a.     Minimum Amount.  Not less than _____% of a Participant's
Compensation or $_____.
  b.     Maximum Amount.  For Plan Years ending on and before
____________, not more than _____% of a Participant's Compensation or
$_____, and for each Plan Year thereafter, not more than _____% of a
Participant's Compensation or $ _____.
  2.        will not be allowed.
  B.     Employee Contributions. Employee Contributions  [See S5.3(g).
Check one.]
  1.        Standard: will not be allowed.
  2.        will be allowed. [Complete formula below; enter "N/A" if not
applicable.]
  a.     Minimum Amount.  Not less than _____% of a Participant's
Compensation or $_____.
  b.     Maximum Amount.  For Plan Years ending on and before
____________, not more than _____% of a Participant's Compensation or
$_____, and for each Plan Year thereafter, not more than _____% of a
Participant's Compensation or $ _____.
  C.     Election Rules. [Check one. See S5.3(h).]
  1.        Standard: If a Participant does not elect to begin Elective
Deferrals or Employee Contributions on the Participant's Entry Date,
the Participant may elect to begin such contributions as of any
following pay date. A Participant's election can be revised
(prospectively only) as of any pay date. A Participant who terminates
contributions may elect to resume contributions prospectively as of
any pay date.
  2.        Alternatives to Standard: A Participant's elections may be
made as follows: [Must include at least one day in each calendar
year.]
  a.        Commencement. [See S5.3(h)(2).] effective only as of any
________________________________ following the Participant's Entry
Date.
  b.        Revision. [See S5.3(h)(3).]  effective only as of any
following _______________________________.
  c.        Resumption. [See S5.3(h)(5).]  effective only as of any
following ___________________________.
  D.     Rollover Contributions. Rollover Contributions [Check one. See
S5.4.]
  1.        Standard: will be allowed and may be made by  [Check one.]
  a.        Standard: any Eligible Employee.
  b.        any Eligible Employee who is a Participant.
  2.        will not be allowed.
  E.     Limitations on Elective Deferrals.
  1.     Claims. Claims for a refund of Excess Elective Deferrals must
be made  no later than [See S7.3(f). Check one.]
  a.        Standard: March 1.
  b.         _____________ [no earlier than March 1 and no later than
April 15.]
  2.     Deemed Claims. Corrections of Excess Elective Deferrals will be
made [See S7.3(f)(2). Check one.]
  a.        Standard: from this Plan.
  b.        from the following plan(s): _______________.
  3.     "Gap Period" Income. The income or loss allocable to the "gap
period" [Check one. See S7.3(e), S7.4(d)(2) and S7.5(d)(2).]
  a.        Standard: shall not be distributed.
  b.        shall be distributed.
  4.     Highly Compensated Employees. The following special rules in
the temporary Code S414(q) regulations and in Code S414(q)(12) will
apply: [Check one. See S7.4(a)(5)(v).]
  a.        Standard: no special rules.
  b.        The special rules set forth in Addendum V.E.3.
  5.     Recharacterization. Recharacterization of Excess Contributions
as Employee Contributions  [See S7.4(e). Check one.]
  a.        Standard: will not be allowed.
  b.        [Do not check this option 2 if Employee Contributions are
not allowed in Part VI.B.] will be allowed.
VII.   EMPLOYER CONTRIBUTIONS.
  A.     Matching Contributions. [See S5.3(b) and Part VII.F.]
  1.     Formula. [Check one.]
  a.        Standard: No Matching Contributions will be made.
  b.        Matching Contributions will be made on account of: [Check
one or both.]

83
            Elective Deferrals
          Employee Contributions
  under the following formula: [Check and complete one. Enter "N/A" if
not applicable. The formula selected and completed must not provide a
higher rate of Matching Contributions for Participants who make a
higher amount of contributions.]
          ____ % of the Participant's contributions which do not
exceed $_____ or ____% of the Participant's Compensation plus ____ %
of the Participant's contributions which exceed $_____ or ____ %, but
contributions in excess of $ __________ or ____% of the Participant's
Compensation will not be matched.
          such percentage of the Participant's contributions as
determined by the Employer in its discretion for each Plan Year.
                                           in an amount equal to
_________________
   _____________________________________________
  2.     Eligible Participant. The Matching Contribution for any
Allocation Date will be made only for each Participant who makes
Elective Deferrals or Employee Contributions, as applicable, during
the period ending on the Allocation Date and who satisfies all of the
following requirements: [Check one.]
  a.        Standard: no additional requirements.
  b.        Alternative: [Check one or more.]
  (1)       the Participant is employed (or on an authorized leave of
absence) on the last day of the Plan Year or (b) is not employed as of
the last day of the Plan Year but is credited with more than 500 Hours
of Service in such Plan Year. [Do not check if Allocation Date is not
Standard Option. Special Hour of Service equivalencies apply if
"Elapsed Time" is selected. See Part V.A.2.]  However, a Participant
who died, retired or became disabled during the Plan Year will be
eligible: [Check one.]
         without regard to the number of Hours of Service.
          only if the Participant completes the Hours of Service
specified above.
  (2)       the Participant is a Nonhighly Compensated Employee.
  (3)       the Participant is credited with at least 2 Years of Service
(for participation purposes) on such Allocation Date.
  (4)       for Plan Years beginning before the __________ [Not later
than Final Compliance Date], the Participant [Check one or more only
if Allocation Date is Standard Option.]
        is employed (or on an authorized leave of absence) on the
       last day of the Plan Year;
              is not employed on the last day of the Plan Year
       because the Participant died, retired or became disabled
       during such Plan Year;
              if the "Hours of Service" method is selected, is
       credited with more than 1,000 Hours of Service during such
       Plan Year.
  3.     Allocation Date. Matching Contributions will be made and
allocated as of [Check one.]
  a.        Standard: the last day of each Plan Year.
  b.        each ____________________.
  4.     Forfeitures. Forfeitures attributable to Matching Accounts
[Check one. See S6.3(c)(2)(ii).]
  a.        Standard: will be applied to reduce Matching Contributions
as of the Allocation Date: [Check one. See S8.2(e).]
  (1)       Standard: which immediately follows the date the Forfeiture
occurs.
  (2)       which immediately follows the last day of the Plan Year in
which the Forfeiture occurs.
  b.        will be reallocated to Active Participants as of the last
day of each Plan Year. [Complete Part VII.D.2 to specify who is an
Active Participant for this purpose.]
  B.     Qualified Matching Contributions. [See S5.3(c) and Part VII.F.]
  1.     Formula. [Check one.]
  a.        Standard: No Qualified Matching Contributions will be made.
  b.        Qualified Matching Contributions will be made on account of:
[Check one or both.]
         Elective Deferrals
          Employee Contributions
     under the following formula: [Check and complete one. Enter "N/A"
if not applicable. The formula selected and completed must not provide
a higher rate of Qualified Matching Contributions for Participants who
make a higher amount of contributions.]
           ____ % of the Participant's contributions which do not
exceed $_____ or ____% of the Participant's Compensation plus ____ %
of the Participant's contributions which exceed $_____ or ____ %, but
contributions in excess of $ __________ or ____% of the Participant's
Compensation will not be matched.
          such percentage of the Participant's contributions as
determined by the Employer in its discretion for each Plan Year.
                                           in an amount equal to
__________________
  2.     Eligible Participant. The Qualified Matching Contribution for
any Allocation Date will be made only for each Participant who makes
Elective Deferrals or Employee Contributions, as applicable, during
the period ending on the Allocation Date and who satisfies all of the
following requirements: [Check one.]
  a.        Standard: no additional requirements.
  b.        Alternative: [Check one or more.]
  (1)       the Participant is employed (or on an authorized leave of
absence) on the last day of the Plan Year or (b) is not employed as of
the last day of the Plan Year but is credited with more than 500 Hours
of Service in such Plan Year. [Do not check if Allocation Date is not
Standard Option. Special Hour of Service equivalencies apply if
"Elapsed Time" is selected. See Part V.A.2.]  However, a Participant
who died, retired or became disabled during the Plan Year will be
eligible: [Check one.]
         without regard to the number of Hours of Service.
          only if the Participant completes the Hours of Service
specified above.
  (2)       the Participant is a Nonhighly Compensated Employee.
  (3)       the Participant is credited with at least 2 Years of Service
(for participation purposes) on such Allocation Date.
  (4)       for Plan Years beginning before the __________ [Not later
than Final Compliance Date], the Participant [Check one or more only
if Allocation Date is Standard Option.]
        is employed (or on an authorized leave of absence) on the
       last day of the Plan Year;
              is not employed on the last day of the Plan Year
       because the Participant died, retired or became disabled
       during such Plan Year;
              if the "Hours of Service" method is selected, is
       credited with more than 1,000 Hours of Service during such
       Plan Year.
  3.     Allocation Date. Qualified Matching Contributions will be made
and allocated as of [Check one.]
  a.        Standard: the last day of each Plan Year.
  b.        each ____________________.
  C.     Qualified Nonelective Contributions. [See S5.3(d) and Part
VII.F.]
  1.     Formula. In addition to the Qualified Nonelective Contributions
which may be made for Nonhighly Compensated Employees to satisfy the
ADP or ACP limits, [Check one.]
  a.        Standard: no additional Qualified Nonelective Contributions
will be made.
  b.        additional Qualified Nonelective Contributions will be made
in an amount equal to: [Specify nondiscriminatory formula that
satisfies Code S401(a)(4) safe harbors.]
  _________________________________________________________________
  _________________________________________________________________
  2.     Eligible Participant. The Additional Qualified Nonelective
Contribution described in this Part VII.C for any Allocation Date will
be made only for each Participant who is an Eligible Employee at any
time during the period ending on the Allocation Date and who satisfies
all of the following requirements: [Check one.]
  a.        Standard: no additional requirements.
  b.        Alternative: [Check one or more.]
  (1)       the Participant is employed (or on an authorized leave of
absence) on the last day of the Plan Year or (b) is not employed as of
the last day of the Plan Year but is credited with more than 500 Hours
of Service in such Plan Year. [Do not check if Allocation Date is not
Standard option. Special hour of service equivalencies apply if
"elapsed time" is selected. See part V.A.2.]  However, a participant
who died, retired or became disabled during the plan year will be
eligible: [Check one.]
         without regard to the number of Hours of Service.
          only if the Participant completes the Hours of Service
specified above.
  (2)       the Participant is a Nonhighly Compensated Employee.
  (3)       the Participant is credited with at least 2 Years of Service
(for participation purposes) on such Allocation Date.
  (4)       for Plan Years beginning before the __________ [Not later
than Final Compliance Date], the Participant [Check one or more only
if Allocation Date is Standard option.]
        is employed (or on an authorized leave of absence) on the
       last day of the Plan year;
              is not employed on the last day of the plan year
       because the participant died, retired or became disabled
       during such plan year;
              if the "hours of service" method is selected, is
       credited with more than 1,000 hours of service during such
       plan year.
  3.     Allocation date. The qualified nonelective contributions
described in this part vii.C will be made and allocated as of [check
one.]
  a.        Standard: the last day of each Plan Year.
  b.        each ____________________.
  D.     Discretionary Employer Contributions.
  1.     Allocation Formula. The discretionary Employer Contributions
will be allocated among Active Participants as follows: [Check one.
See S5.3(e), S6.3(a), S6.3(c)(4) and Part VII.F. Do not select an
integrated formula for Plan Years beginning on and after the Final
Compliance Date if the Employer also maintains another integrated plan
for such Plan Year.]
  a.     Standard: Nonintegrated. [See S6.3(a)(1) and S6.3(c)(4)(i)(A).]
    b. Integrated. [See S6.3(a)(2), S6.3(c)(4)(i)(B) and S12.3(h).]
  (1)    Integration Percentage. [Check one. If the Integration Level is
less than the Taxable Wage Base, the Maximum Disparity Rate must be
reduced. See S2.39.]
         Standard: the Maximum Disparity Rate.
          ____% [not to exceed the Maximum Disparity Rate.]
  (2)    Integration Level. [Check one. See S2.35.]
         Standard: the Taxable Wage Base.
          $________ or ____ % of the Taxable Wage Base [not to exceed
the Taxable Wage Base.]
  2.     Active Participant.
  a.     General. The discretionary Employer Contri-butions and
Forfeitures, if applicable, will only be allocated to: [If the
Employer maintains another defined contribution Paired Plan, the
allocation requirements specified in this Part VII.D.2 for Plan Years
beginning on and after the Final Compliance Date must be the same as
those specified in the Adoption Agreement for such other Paired Plan.
Check one. See S2.2, S5.3(e) and Part VII.F.]
  (1)       Standard: each Participant who is an Eligible Employee at
any time during the Plan Year and who (1) is employed (or on an
authorized leave of absence) on the last day of the Plan Year, (2)
terminated employment during the Plan Year due to death, disability or
retirement, or (3) was not employed on the last day of the Plan Year
but was credited with more than 500 Hours of Service during the Plan
Year. [Special Hour of Service equivalencies apply if "Elapsed Time"
is selected.]
  (2)       Alternatives to Standard: [Check one or more.]
         The Participant must also be credited with at least 2
Years of Service by the last day of the Plan Year.
          The last day employment requirement will not apply.
          The 500 hours requirement will not apply.
          The exceptions for death, disability and retirement will not
apply.
  b.     Years Before Final Compliance Date. For Plan Years beginning
before __________ [Not later than the Final Compliance Date], the
discretionary Employer Contributions and Forfeitures will only be
allocated to: [Complete only if desired. See S2.2. Check one.]
  (1)       Standard: each Participant who is an Eligible Employee at
any time during the Plan Year and (1) who is employed (or on an
authorized leave of absence) on the last day of the Plan Year and (if
the "Hours of Service" method is selected) who is credited with 1,000
Hours of Service during the Plan Year or (2) who died, retired or
became disabled during the Plan Year.
  (2)       Alternatives to Standard: [Check one or more.]
         The last day employment requirement will not apply.
          The 1,000 hours requirement will not apply. [Not applicable
if "Elapsed Time" is selected.]
          The Participant must also be credited with at least 2 Years
of Service by the last day of the Plan Year.
          The exceptions for death, disability and retirement will not
apply.
  3.     Forfeitures. Forfeitures attributable to Employer Accounts
[Check one. See S5.3(i) and S6.3(c)(4)(ii).]
  a.        Standard: will be reallocated to Active Participants as of
the last day of each Plan Year in the same manner as Employer
Contributions.
  b.        will be applied to reduce Matching Contributions, Qualified
Matching Contributions and/or Qualified Nonelective Contributions.
  E.     Net Profits.
  1.     General. [Check one. See S5.3(a).]
  a.        Standard: All Employer contributions other than Elective
Deferrals will be made out of Net Profits.
  b.        Alternatives to Standard: In addition to Elective Deferrals,
the following contributions will be made without regard to Net
Profits: [Check one or more.]
    (1)     Matching Contributions
     (2)    Qualified Matching Contributions
     (3)    Qualified Nonelective Contributions
     (4)    Discretionary Employer Contributions
     (5)  Definition. For this purpose, Net Profits will be as defined
[Check one. See S2.41.]
  c.        Standard: in S2.41(a).
  d.        in the attached Addendum VII.E.2.
  F.     Minimum Allocations. Each Active Participant (determined
without regard to the Participant's completed

  Hours of Service) who is not a Key Employee, generally, will receive
the minimum top-heavy allocation if the Plan is top-heavy. [See
S6.3(e) and S12.]
VIII.      COMPENSATION. Compensation for any Plan Year generally
means total compensation (not to exceed $200,000 indexed for inflation
after 1989) actually paid to a Participant during such Plan Year
(unless another determination period is selected). [See S2.10.]
  A.     Basic Definition: Total compensation means: [Check one. See
S2.10(a).]
  1.        Standard: wages, tips and other compensation reportable on
Form W-2. [See S2.10(a)(1).]
  2.        wages subject to federal income tax withholding. [See
S2.10(a)(2)(i).]
  3.        general Code S415 compensation. [See S2.10(a)(2)(ii) and
S7.2(a)(2)(ii)(B).]
    Reimbursements or other expense allowances, fringe benefits
(cash and noncash), moving expenses, deferred compensation and welfare
benefits (even if includible in gross income): [Check one. See
S2.10(a)(2)(iv).]
          Standard: will
          will not
  be included in Compensation as determined in accordance with the
definition selected above.
  B.     Determination Period: [Check one. See S2.10(d).]
  1.        Standard: the Plan Year.
  2.        the calendar year ending in the Plan Year.
  3.        a period beginning each ______________ [Enter the day and
month the period begins. The determination period must end with or
within the Plan Year, must be at least 12 consecutive months in
duration and must apply uniformly to all Employees in the Plan.]
  C.     Salary Reductions. Participant salary reduction contributions
(for example, S401(k) or benefit plan contributions)  [Check one. See
S2.10(f).]
  1.        Standard: will
  2.        will not
    be included in total compensation.
  D.     Special Rules. [Complete only if desired. See S2.10(g).]
  1.        Compensation for periods ending before the Entry Date on
which an Eligible Employee becomes a Participant will be excluded.
[See S2.10(g)(1).]
  2.        If this is an amendment to a Pre-Existing Plan, the
definition of Compensation will be effective as of _______________ [No
later than the first day of the first Plan Year after this Plan is
adopted. See S2.10(g)(2). The definition in the Pre-Existing Plan will
continue to apply until that date.]
IX.    DISTRIBUTIONS.
  A.     Timing. Vested Plan benefits, generally, will be distributed as
follows: [Check one. See S9.1(a).]
  1.        Standard: as soon as practical after the Participant
separates from service subject to the Participant's consent, if
required.
  2.        no earlier than the Participant's Normal Retirement Age,
Early Retirement Age or Disability, whichever is earlier.
  B.     Elections to Defer. A Participant whose Account is more than
$3500 may elect that distribution of vested Plan benefits be deferred
until: [Check one. See S9.1(e).]
  1.        Standard: the Participant's Required Beginning Date
(generally age 70).
 2.        the later of the Participant's Normal Retirement Age or age
62.
  C.     In-Service Distributions. [See S9.2(b).]
  1.     Elective Deferral Accounts. In-service distributions from
Elective Deferral Accounts will be allowed as follows: [Check
applicable box(es).]
  a.        Standard: no distributions before separation from service.
  b.        on or after age 59. [See S9.2(b)(4).]
  c.        for the following financial hardship(s): [See S9.2(b)(3).
Check one or more.]
  (1)       medical expenses [See S9.2(b)(3)(ii)(A).]
  (2)       purchase of principal residence [See S9.2(b)(3)(ii)(B).]
  (3)       tuition [See S9.2(b)(3)(ii)(C).]
  (4)       foreclosure or eviction [See S9.2(b)(3)(ii)(D).]
  (5)       other IRS "deemed" financial hardship [See
S9.2(b)(3)(ii)(E).]
  2.     Matching Accounts. In-service distributions from Matching
Accounts will be allowed as follows: [Check applicable box(es).]
  a.        Standard: no distributions before separation from service.
  b.        on or after age _____.
  c.        after the ________ anniversary of Plan participation.
  d.        for a financial hardship under the safe harbor tests. [See
S9.2(b)(3).]
  e.        in accordance with the rules set forth in Addendum IX.C.2.
[See S9.2(b)(5). The addendum should describe nondiscriminatory
objective standards for an in-service distribution after a fixed
number of years or upon the prior occurrence of some event such as
layoff, illness or hardship.]
  3.     Employer Accounts. In-service distributions from Employer
Accounts will be allowed as follows: [Check applicable box(es).]
  a.        Standard: no distributions before separation from service.
  b.        on or after age _____.
  c.        after the ________ anniversary of Plan participation.
  d.        for a financial hardship under the safe harbor tests. [See
S9.2(b)(3).]
  e.        in accordance with the rules set forth in Addendum IX.C.3.
[See S9.2(b)(5). The addendum should describe nondiscriminatory
objective standards for an in-service distribution after a fixed
number of years or upon the prior occurrence of some event such as
layoff, illness or hardship.]
  4.     Qualified Nonelective and Qualified Matching Accounts. In-
service distributions from Qualified Nonelective and Qualified
Matching Accounts will be allowed as follows: [Check applicable
box(es).]
  a.        Standard: no distributions before separation from service.
  b.        on or after age 59.
  c.        for financial hardship (pre-89 amounts only). [See
S9.2(b)(3).]
  5.     Employee Accounts. Withdrawals from Employee Accounts  [See
S9.2(d). Check one.]
  a.        Standard: will be allowed.
  b.        will not be allowed.
  D.     Joint and Survivor Annuity Rules. [Check one. See S10.]
  1.        Standard: The entire vested balance will be paid (a) to
married Participants as a 50% joint and survivor annuity, (b) to
single Participants as a 100% life annuity and (c) to the surviving
Spouse of a married Participant who dies before retirement as a 100%
preretirement survivor annuity.
  2.        The entire vested balance will be paid under the standard
joint and survivor annuity rules except the percentages will be:
[Percentages must be not less than 50% nor more than 100%.]
  a.     Qualified Joint and Survivor Annuity: _____% [See S10.1(f).]
  b.     Qualified Preretirement Survivor Annuity: ___% [See S10.1(g).]
  3.        The standard joint and survivor annuity rules will not
apply. [Check only if the safe harbor rule described in S10.5 will be
satisfied. This option generally is not available if this Plan or a
Pre-Existing Plan provides annuities and separate accounts are not
maintained for such Pre-Existing Plan balances. Under this option, the
entire vested balance eligible for the safe harbor will be paid to the
surviving Spouse of a married Participant who dies before retirement.
See S10.5.]
  E.     Optional Distribution Forms. [See S10.6(c).]  In addition to
single sum distributions in cash, Participants may also request:
  1.        Installments [See S10.6(c)(2)(ii).]
  2.        Annuity contracts [See S10.6(c)(2)(iii).]
  3.        The optional forms or in kind distribution offered under a
Pre-Existing Plan as described in Addendum XIII.A.
  4.        Single sum distributions in kind [See S10.6(e).]
X.     INVESTMENT PROVISIONS.
  A.     Individually Directed Investments. An individual's direction of
the investment of that individual's Account  [Check one. See S13.2.]
  1.        Standard: will not be allowed
  2.        will be allowed and will apply: [Check one.]
  a.        Standard: to the entire Account
  b.        only to the following: _____________________
  B.     Participant Loans. Participant loans [Check one. See S13.3.]
  1.        Standard: will not be allowed.
  2.        will be allowed.
  a.     Accounting. Loans will be treated as an asset of [See S13.3(e).
Check one.]
  (1)       Standard: the Participant's Account.
  (2)       the Fund.
  b.     Amounts. The $10,000 exception for loans in excess of 50% of
Account value [Check one. See S13.3(f)(2).]
  (1)       Standard: shall not apply.
  (2)       shall apply. [Note: Loans under this exception must be
secured by collateral in addition to the Participant's vested
Account.]
  C.     Insurance. A Participant's direction to purchase insurance
contracts [Check one. See S13.1.]
  1.        Standard: will not be allowed.
  2.        will be allowed.
XI.    TOP-HEAVY RULES. [SEE S12.]
  A.     Top-Heavy Vesting Schedule. The vesting schedule for any Plan
Year in which this Plan is a Top-Heavy Plan will be: [Check one. See
S2.4.]
  1.        Standard: Full and Immediate. 100% of all times.
  2.        Cliff. 100% after completion of ____ Years of Service [not
to exceed 3].
  3.        Graded.
  Years of Service    Nonforfeitable Percentage
     Less than 1         ____%
     1                   ____%
     2                   ____% [at least 20%]
     3                   ____% [at least 40%]
     4                   ____% [at least 60%]
     5                   ____% [at least 80%]
     6 or more           100%
  B.     Other  Paired Plan.  [Complete only if the Employer maintains
another Smith Barney defined contribution Paired Plan. See S2.45 and
S12.3(c).]  The minimum top-heavy contributions or benefit, if any,
will be made under the following Paired Plans in the following order:
[Check one.]
  1.        Standard: Money Purchase Pension Plan, Target Benefit
Pension Plan, Profit Sharing Plan, 401(k) Plan.
  2.        Other: ______________________________.
  C.     Other Plans. [Complete only if the Employer maintains or has
ever maintained another plan that is not a Paired Plan.]
  1.     Minimum Allocation. The minimum top-heavy contributions or
benefit, if any, will be made under [Check one. See S12.3(d) and (g).]
  a.        Standard: this Plan.
  b.        the following plan(s): __________________.
  2.     Present Value. [See S12.2(f)(3)(iii). Complete only if Employer
maintains a defined benefit plan.]  "Present value" will be determined
using an interest rate of ___% and the following mortality table:
_____________________________________________.
  3.     Valuation Date. The Top-Heavy Valuation Date for each other
plan will be: [See S12.2(g). Check one.]
  a.        Standard: the most recent valuation date.
  b.        Other: _______________________________
XII.   LIMITATIONS ON ALLOCATIONS (CODE S415). [See S7.2.]
  A.     Compensation. For Code S415 purposes, Compensation means:
[Check one. See S7.2(a)(2).]
  1.        Standard: wages, tips and other compensation reportable on
Form W-2. [See S7.2(a)(2)(i).]
  2.        wages subject to federal income tax withholding. [See
S7.2(a)(2)(ii)(A) and S2.10(a)(2)(i).]
  3.        general Code S415 compensation. [See S7.2(a)(2)(ii)(B).]
  B.     Limitation Year. The Limitation Year will be: [Check one. See
S7.2(a)(9).]
  1.        Standard: the Plan Year.
  2.        the 12 consecutive month period which ends on each
__________________.
  C.     Other Paired Plan. [Complete only if the Employer maintains
another Smith Barney defined contribution Paired Plan. See S2.45 and
S7.2(c)(1).]  The allocation adjustment will be made under the
following plans in the following order: [Check one.]
1.        Standard: Profit Sharing Plan, Money Purchase Pension Plan,
Target Benefit Pension Plan, 401(k) Plan.
  2.        Other: _______________________________.
  D.     Other Plans. [Complete only if the Employer maintains or has
ever maintained another plan that is not a Paired Plan.]
  1.     Other Defined Contribution Plan. The Annual Additions
attributable to this Plan will be determined: [Check one. See
S7.2(d).]
  a.        Standard: by treating the other plan as a Master or
Prototype Plan.
  b.        by using the method described in Addendum XII.D.1.b.
  2.     Defined Benefit Plan. [Check and attach appropriate addendum
only if applicable. See S7.2(a)(3), 7.2(a)(11), S7.2(e) and S12.3(g).]
         The Annual Additions attributable to this Plan will be
limited by using the method described in Addendum XII.D.2.
XIII.      SPECIAL PROVISIONS FOR AMENDMENT AND RESTATEMENT OF PRE-
EXISTING PLAN, MERGERS OR TRANSFERS.
  A.     Vesting or Distribution Rules. [Check and attach appropriate
description only if applicable. See S10.6, S14.1(b) and S14.5.]
         The special vesting or distribution rules which must be
preserved under Code S411 are described in Addendum XIII.A.
  B.     Normal Retirement Age. [Check only if the normal retirement age
under the Pre-Existing Plan was determined with reference to the
participation commencement date and the special transitional rule in
S2.43 is desired. See S2.43.]
         The Normal Retirement Age of a Participant who commenced
participation in the Pre-Existing Plan in a Plan Year beginning before
1988 will be determined under the transitional rule described in
S2.43.
  C.     Effective Dates. [Check and attach appropriate addendum only if
any of the selections made in this Adoption Agreement will become
effective as of a date other than the Effective Date set forth in Part
II.E. However, the addendum shall in no event delay the effective date
of any Plan provisions beyond the latest effective date required for
such provision under TRA 86 or other applicable law or regulations.]
         Certain elections in this Adoption Agreement shall be
effective as of the date(s) specified in Addendum XIII.C.
XIV.   TRUSTEE APPOINTMENT AND TRUST AGREEMENT. [Check one. See S2.66
and S2.68.]
  A.        Standard Trust Agreement. The standard Trust Agreement will
apply and the Trustee will be the following individual(s), bank(s) or
other person(s) who can serve as a fiduciary and trustee under the
laws of the State shown in Part II.C.
    ___________________________________________
     ___________________________________________
     [If Smith Barney Corporate Trust Company ("SBCTC") is the
Trustee, SBCTC will charge a fee and may require the Employer to
complete other documents prior to accepting its appointment as
Trustee. Further, SBCTC will act only as a nondiscretionary Trustee
and the investment of the Fund will be made as directed by the Plan
Administrator or the Employer. See S15 and the Trust Agreement.]
  B.        Alternate Trust Agreement. The alternate Trust Agreement for
401(k) Plans will apply and the Trustee will be
_______________________, which is a bank or trust company organized
under the laws of the State of _____________ and which is authorized
to serve as a fiduciary and trustee under the laws of such State.
    [The Trustee will charge a fee and will require the Employer to
complete other documents, including execution of the alternate Trust
Agreement, prior to accepting its appointment as Trustee. Except as
described in the Trust Agreement, the Trustee will act only as a
nondiscretionary Trustee and will be subject to the directions of the
Plan Administrator as a named fiduciary under the Plan in the control
and management of the assets of the Fund. Such directions will be
communicated to the Trustee by the Recordkeeper as described in the
Trust Agreement.]
XV.    IRS APPROVAL.
     This Plan is designed to operate as a "standardized" plan and an
adopting Employer may rely on the opinion letter issued to the
Prototype Sponsor and may not have to apply for a favorable
determination letter on this Plan if the only plans ever maintained
(or later adopted) by the Employer are Paired Plans which satisfy
S2.45.
     Any Employer who has ever maintained or who later adopts any plan
(including, after December 31, 1985, a welfare benefit fund, as
defined in Code S419(e), which provides post-retirement medical
benefits allocated to separate accounts for key employees, as defined
in Code S419A(d)(3), or an individual medical account as defined in
Code S415(l)(2)) in addition to this Plan (other than a Paired Plan
which satisfies S2.45) may not rely on the opinion letter issued to
the Prototype Sponsor by the National Office of the Internal Revenue
Service as evidence that this Plan is qualified under Code S401.
     Any Employer who adopts or maintains multiple plans (other than
Paired Plans) must apply to the appropriate Key District Office for a
favorable determination letter on this Plan to obtain reliance that
this Plan as adopted by the Employer is qualified.
     An Employer may not rely on the opinion letter issued by the
National Office of the Internal Revenue Service as evidence that this
Plan is qualified under Code S401 unless the terms of the Plan, as
herein adopted or amended, that pertain to the requirements of Code
S401(a)(4), S401(a)(17), S401(l), S401(a)(5), S410(b) and S414(s), as
amended by the Tax Reform Act of 1986, or later laws, (a) are made
effective retroactively to the first day of the first Plan Year
beginning after December 31, 1988 (or such later date on which these
requirements first become effective with respect to this Plan) or (b)
are made effective no later than the first day on which the Employer
is no longer entitled, under regulations, to rely on a reasonable,
good faith interpretation of these requirements, and the prior
provisions of the plan constitute such an interpretation.
     Smith Barney will notify each adopting Employer of any amendments
that have been made to the Plan by Smith Barney as Prototype Sponsor
or of any intention to discontinue or abandon its sponsorship of the
Plan as a prototype plan.
  SIGNATURES
  IMPORTANT:
     In order to have a valid plan and trust, this Adoption Agreement
must be signed by individuals authorized to sign for the Employer and,
if applicable, the Trustee and each Participating Affiliate. If the
alternate Trust Agreement is specified in Part XIV.B., the Trust
Agreement must be signed by the Employer, the Trustee and, if
applicable, each Participating Affiliate.
     This Adoption Agreement will not become effective as a prototype
plan unless and until it is accepted by Smith Barney as the Prototype
Sponsor but, upon such acceptance, will be effective as a prototype
plan retroactive to the Effective Date.
     Each Affiliate (i.e., each member of a controlled group of
corporations, commonly controlled group of trades or businesses, or an
affiliated service group within the meaning of Code S414) must adopt
this Plan as a Participating Affiliate.
     EMPLOYER REPRESENTATIONS. The undersigned hereby certifies that
the adoption of the Plan and the Trust Agreement is authorized by
(1) a Board of Directors' resolution for an Employer which is a
corporation, or (2) a written authorization by the person or persons
duly authorized to act on behalf of an Employer which is not a
corporation. If this Adoption Agreement amends and restates a Pre-
Existing Plan, the undersigned hereby certifies that such amendment is
duly authorized by the Employer. The undersigned hereby acknowledges
that the Prototype Sponsor (1) is not responsible for the elections
made in this Adoption Agreement, (2) shall have no responsibility
whatsoever with respect to the Fund or the operation and
administration of this Plan, and (3) has advised the Employer to
consult with legal counsel for the Employer regarding the adoption and
operation of this Plan. The undersigned further acknowledges that the
Employer is solely responsible for the elections made in this Adoption
Agreement and for the operation and administration of this Plan.
Finally, the undersigned acknowledges that the Prototype Sponsor will
charge an annual prototype maintenance fee and hereby authorizes the
Prototype Sponsor to charge such fees against any brokerage account
maintained for the Plan.
     EMPLOYER EXECUTION. Subject to the terms and conditions of the
Plan, the Trust Agreement and this Adoption Agreement, the undersigned
hereby has executed this Adoption Agreement to evidence its adoption
(or, if applicable, amendment) of the Plan and the Trust Agreement.
     Signature: __________________________________
     Title: _______________________  Date: __________
     TRUSTEE EXECUTION. Subject to the terms and conditions of the
Plan, the Trust Agreement and this Adoption Agreement, the undersigned
hereby accepts its appointment as Trustee and has executed this
Adoption Agreement to evidence its adoption of the Trust Agreement.
[Attach additional signature pages if there are more than three
Trustees. If the alternate Trust Agreement is specified in Part
XIV.B., the Trustee should execute the alternate Trust Agreement in
lieu of executing the Adoption Agreement in this section.]
  Signature: ________________________ Date: ________
  Signature: ________________________ Date: ________
  Signature: ________________________ Date: ________
     PARTICIPATING AFFILIATES EXECUTION. [Attach additional signature
pages if there are more than three Participating Affiliates. An
organization which becomes an Affiliate after this Adoption Agreement
is executed should evidence its adoption of this Plan by executing and
attaching to this Adoption Agreement a signature page which includes
the information set forth below.]
  Subject to the terms and conditions of the Plan, the Trust Agreement
and this Adoption Agreement, the undersigned hereby has executed this
Adoption Agreement to evidence its adoption (or, if applicable,
amendment) of the Plan and the Trust Agreement.
  AFFILIATE NAME: _______________________________
  Signature: ________________________ Date: _________
  Effective Date of Adoption of Plan by Affiliate (if different from
the Effective Date in Part II.E.): _________________
  AFFILIATE NAME: _______________________________
  Signature: ________________________ Date: _________
  Effective Date of Adoption of Plan by Affiliate (if different from
the Effective Date in Part II.E.):_________________
  AFFILIATE NAME: ______________________________
  Signature: ________________________ Date: _________
  Effective Date of Adoption of Plan by Affiliate (if different from
the Effective Date in Part II.E.): _________________
     PROTOTYPE SPONSOR ACCEPTANCE. Subject to the terms and conditions
of the Plan, the Trust Agreement and this Adoption Agreement, this
Adoption Agreement is accepted by the Prototype Sponsor.
  Authorized Signature: _____________________________
  Date: __________________________________________

                     Smith Barney Prototype
                    Standardized 401(k) Plan
                    Adoption Agreement #003

  Adoption of a qualified plan has important legal and tax
implications. Failure to properly fill out the Adoption Agreement may
result in disqualification of the Plan. Employers should consult with
their counsel concerning the adoption of this Plan. To obtain further
information about the Plan, contact Smith Barney through your
Financial Consultant.

  NOTE: Under the terms of the Plan, options marked "Standard"
automatically will apply unless another option is selected. If
additional space is needed to provide information requested in this
Adoption Agreement, the information may be provided in an addendum
attached to this Adoption Agreement which contains a reference to the
appropriate Part(s) of the Adoption Agreement.

  Adoption Agreement #003 may only be used in conjunction with the
SMITH BARNEY PROTOTYPE DEFINED CONTRIBUTION PLAN - Plan Document #05.
  Capitalized terms refer to defined terms in Plan Document #05. "S"
refers to sections of Plan Document #05; "Part" refers to provisions
in this Adoption Agreement. The instructions and descriptions in this
Adoption Agreement generally summarize the Plan Document provisions,
but the Plan Document terms will be controlling in the event of any
conflict.




                TO BE COMPLETED BY SMITH BARNEY
FINANCIAL CONSULTANT: ________________  Telephone Number: _______
Address: ________________________________________________________
_________________________________________________________________
Smith Barney Inc. Account # for Plan:____________________________
I.     EMPLOYER INFORMATION.
  Name: ___________________________________________________________
  Address: ________________________________________________________
  _________________________________________________________________
  Taxable Year: _______________ EIN: ___________________
II.     PLAN INFORMATION.
  A.     Plan Name:   _____________________________________________
  B.     Plan Year: the period which ends on   ____________________
  C.     Construction. Except as provided in S1.2, the Plan and the
Trust Agreement will be subject to the laws of the State of
________________________________________
  D.     Plan Adoption. The Plan is hereby adopted as [Check one. See
S14.1.]
  1.        a new profit sharing plan (with cash or deferred
arrangement).
  2.        an amendment and restatement of the
___________________________________ ("Pre-Existing Plan") which was
originally effective _______________________________, 19____.
  E.     Effective Date of this Adoption Agreement:
____________________________________, 19_______.
III.    ELIGIBILITY AND PARTICIPATION. [If the Employer maintains
another defined contribution Paired Plan, the eligibility and
participation requirements specified in this Part III for Plan Years
beginning on and after the Final Compliance Date must be the same as
those specified in the Adoption Agreement for such other Paired Plan.]
  A.     Eligible Employees. All Employees of the Employer and all
Employees of all Affiliates who satisfy the Participation Requirement
generally are eligible to participate in the Plan except certain
nonresident aliens. However, notwithstanding any contrary language,
participation in this Plan by Employees who are covered by a
collective bargaining agreement and the extent of such participation,
if any, will be determined by collective bargaining. [See S2.19.]
  B.     Participation Requirement. In order to participate in this
Plan, an Eligible Employee must [Check one. See S2.46, S4 and Part
V.B.1. Enter "N/A" if there will be no minimum age or no waiting
period, as applicable.]
  1.        Standard: reach minimum age of 21 and complete a waiting
period of 1 Year of Service.
  2.        no minimum age or waiting period.
  3.        reach minimum age of _____ [not to exceed 21] and complete a
waiting period of ______ Year of Service [not to exceed 1].
    4.   reach minimum age of ____ [not to exceed 21] and complete
a waiting period of ____ Year of Service [not to exceed 1] ; however,
each Employee who is an Eligible Employee on the Effective Date will
be deemed to satisfy the Participation Requirement on the Effective
Date regardless of such Employee's actual age or service.
C.     Entry Date: [Check one. See S2.26 and S4.]
  1.        Standard: the first day of each Plan Year and the first day
of the seventh month of each Plan Year.
  2.        the date on which the Participant satisfies the
Participation Requirement.
  3.        other:_____________________________ [Specify date(s). If a
single Entry Date is entered, the minimum age in Part III.B cannot
exceed 20 and the maximum waiting period in Part III.B cannot exceed
= year.]
IV.    VESTING.
  A.     Death, Disability or Retirement. [See S8.1(b).]
  1.        Standard: A Participant's Employer Account and Matching
Account will be 100% vested if, while an Employee, that Participant
dies, becomes Disabled, or reaches Normal Retirement Age or, if
applicable, Early Retirement Age.
  2.        A Participant's Employer Account and Matching Account will
be 100% vested if, while an Employee, that Participant reaches Normal
Retirement Age or if the Participant satisfies the following
condition: [Check one or more only if desired.]
  a.        dies while an Employee.
  b.        becomes Disabled while an Employee.
  c.        reaches Early Retirement Age while an Employee.
  B.     General Vesting Schedule. [See S8.1 and S14.3(c). Generally,
the vesting schedule under this Plan must be at least as favorable at
the completion of each year as the vesting schedule under the Pre-
Existing Plan. The Top-Heavy Vesting Schedule selected in Part XI.A
will apply for all Plan Years in which the Plan is a Top-Heavy Plan.
See S12.4.]
  1.     Matching Account. [Check one. "Full and Immediate Vesting" must
be selected if the 2-year requirement for Matching Contributions is
selected in Part VII.A.2.b.3.]
  a.        Standard: Full and Immediate Vesting. 100% at all times.
  b.        Cliff Vesting.  100% after completion of ____ Years of
Service [not to exceed 5].
  c.        Graded Vesting.
    Years of Service    Nonforfeitable Percentage
       Less than 1            ___%
       1                      ___%
       2                      ___%
       3                      ___% [at least 20%]
       4                      ___% [at least 40%]
       5                      ___% [at least 60%]
       6                      ___% [at least 80%]
       7 or more              100%
  d.        Top-Heavy. The Top-Heavy Vesting Schedule in Part XI.A will
apply for all Plan Years.
  2.     Employer Account. [Check one. "Full and Immediate Vesting" must
be selected if the 2-year requirement for Employer Contributions is
selected in Part VII.D.2.b.2]
  a.        Standard: Full and Immediate Vesting. 100% at all times.
  b.        Cliff Vesting. 100% after completion of ____ Years of
Service [not to exceed 5].
  c.        Graded Vesting.
  Years of Service    Nonforfeitable Percentage
     Less than 1         ___%
     1                   ___%
     2                   ___%
     3                   ___% [at least 20%]
     4                   ___% [at least 40%]
     5                   ___% [at least 60%]
     6                   ___% [at least 80%]
     7 or more           100%
  d.        Top-Heavy. The Top-Heavy Vesting Schedule in Part XI.A will
apply for all Plan Years.
  C.     Normal Retirement Age: [Check one. See S2.43 and Part XIII.B.]
  1.        Standard: age 65.
  2.        age ____ [not to exceed 65].
  3.        the later of age ____ [not to exceed 65] or the ___ [not to
exceed 5th] anniversary of the date on which the Participant commenced
participation in the Plan.
  D.     Early Retirement Age: [The designation of an Early Retirement
Age may accelerate vesting and distribution. Early Retirement Age
cannot exceed Normal Retirement Age. Check one. See S2.13 and S9.1.]
  1.        Standard: No Early Retirement Age.
  2.        age ____
  3.        the later of age ____ or the completion of ___ Years of
Service (for vesting purposes).
V.     SERVICE FOR PARTICIPATION AND VESTING.
  A.     Method for Crediting Service. [Check one. See S3.]
  1.        Standard: "Hour of Service" method. [See S3.1.]
  a.     Crediting Hours. Hours will be credited during each Computation
Period  [Check one. See S3.1(c).]
  (1)       Standard: by maintaining records of the actual hours worked.
[See S3.1(c)(2)(i).]
  (2)       by using the following equivalency [Check one. See
S3.1(c)(2)(ii).]
         10 Hours of Service for each day.
          45 Hours of Service for each week.
           95 Hours of Service for each semi-monthly payroll period.
              190 Hours of Service for each month.
  b.     Vesting Computation Period. The Computation Period for vesting
purposes will be [Check one. See S3.1(b)(2).]
  (1)       Standard: the Plan Year.
  (2)       the 12 month period beginning on the Participant's hire date
and each anniversary of that hire date.
  c.     Participation Computation Period. The initial Computation
Period for participation purposes will be the 12 month period
beginning on the Participant's hire date. Each subsequent Computation
Period after the initial 12 months of employment will be  [Check one.
See S3.1(b)(3).]
  (1)       Standard: Plan Years beginning after the Participant's hire
date.
  (2)       subsequent 12 month periods beginning on the anniversaries
of the Participant's hire date.
  d.     Year of Service for Vesting. For vesting purposes, an Employee
will be credited with a Year of Service if, during a Computation
Period, the Employee completes at least [Check one. See S3.1(d).]
  (1)       Standard: 1,000 Hours of Service.
  (2)       ______ [not more than 1,000] Hours of Service.
  e.     Year of Service for Participation. For participation purposes,
an Employee will be credited with a Year of Service [Check one. See
S3.1(b)(3) and S3.1(d).]
  (1)       Standard: at the end of the Computation Period in which the
Employee completes at least 1,000 Hours of Service.
  (2)       on the date on which the Employee completes at least ______
[not more than 1,000] Hours of Service.
  (3)       at the end of the Computation Period on which the Employee
completes at least ______ [not more than 1,000] Hours of Service.
    Notwithstanding the foregoing, if a partial Year of Service is
selected in Part III.B, no minimum number of Hours of Service will be
required.
  2.        "Elapsed Time" method. [See S3.2.]
    For purposes of determining whether a Participant is entitled
to an allocation of contributions or forfeitures, the Participant will
be deemed to have completed more than 500 Hours of Service in a Plan
Year if the Participant completes the following period of employment
in the Plan Year: [Check one. See S2.2(d) and Part VII.]
  a.        Standard: more than 91 consecutive calendar days.
  b.        more than 3 consecutive months.
  B.     Special Rules.
  1.     Vesting Service Exclusions. [See S3.8.]  In addition to any
service that is disregarded under the Break in Service rules described
below and in S3.7(c), the following service will be excluded for
vesting purposes:
  a.        Standard: No other exclusions.
  b.        Years of Service before age 18.
  c.        Years of Service before the Employer or an Affiliate
maintained this Plan or a predecessor plan.
  d.        Years of Service during a period for which the Employee made
no mandatory contributions under a Pre-Existing Plan.
  2.     Predecessor Employer Service (Vesting and Participation).
Generally, unless the Employer maintains the plan of a predecessor
employer (for example, an acquired company), service for a predecessor
employer will not be credited as service under this Plan. [Check and
attach appropriate addendum only if desired. See S3.4.]
         Service credit will be given under this Plan for certain
predecessor employers for participation and/or vesting purposes to the
extent provided in Addendum V.B.2.
  3.     Break in Service Rules. [See S3.7 and S8.2.]  Generally, all
service completed before a Break in Service will be credited upon
reemployment. Certain service may be excluded under the following
rules:
  a.        Standard: No exclusions. [See S3.7(a).]
  b.        "Rule of Parity." [See S3.7(b)(3).]  This rule, generally,
disregards vesting and participation service completed before 5
uninterrupted Breaks in Service.
  c.        "Alternative Maternity/Paternity Rule."  [Not applicable if
"Elapsed Time" is selected. See S3.7(b)(4).]  This rule, generally,
increases the number of Breaks in Service from 5 to 6 for all
Employees in lieu of crediting service for maternity/paternity leave.
  d.        Alternative to "Buy Back Rule." [See S8.2(b).]  This rule,
generally, does not require former participants (less than 100%
vested) to pay back previous distributions upon reemployment (vesting
only). A rehired Participant's vested interest in restored amounts
will be determined under: [Check one. See S8.2(a), S8.2(b) and
S8.2(c).]
  (1)       Standard: Formula A
  (2)       Formula B
VI.    EMPLOYEE CONTRIBUTIONS.
  A.     Elective Deferrals. Elective Deferrals [See S5.3(f). Check
one.]
  1.        Standard: will be allowed. [Complete formula below; enter
"N/A" if not applicable.]
  a.     Minimum Amount.  Not less than _____% of a Participant's
Compensation or $_____.
  b.     Maximum Amount.  For Plan Years ending on and before
____________, not more than _____% of a Participant's Compensation or
$_____, and for each Plan Year thereafter, not more than _____% of a
Participant's Compensation or $ _____.
  2.        will not be allowed.
  B.     Employee Contributions. Employee Contributions  [See S5.3(g).
Check one.]
  1.        Standard: will not be allowed.
  2.        will be allowed. [Complete formula below; enter "N/A" if not
applicable.]
  a.     Minimum Amount.  Not less than _____% of a Participant's
Compensation or $_____.
  b.     Maximum Amount.  For Plan Years ending on and before
____________, not more than _____% of a Participant's Compensation or
$_____, and for each Plan Year thereafter, not more than _____% of a
Participant's Compensation or $ _____.
  C.     Election Rules. [Check one. See S5.3(h).]
  1.        Standard: If a Participant does not elect to begin Elective
Deferrals or Employee Contributions on the Participant's Entry Date,
the Participant may elect to begin such contributions as of any
following pay date. A Participant's election can be revised
(prospectively only) as of any pay date. A Participant who terminates
contributions may elect to resume contributions prospectively as of
any pay date.
  2.        Alternatives to Standard: A Participant's elections may be
made as follows: [Must include at least one day in each calendar
year.]
  a.        Commencement. [See S5.3(h)(2).] effective only as of any
________________________________ following the Participant's Entry
Date.
  b.        Revision. [See S5.3(h)(3).]  effective only as of any
following _______________________________.
  c.        Resumption. [See S5.3(h)(5).]  effective only as of any
following ___________________________.
  D.     Rollover Contributions. Rollover Contributions [Check one. See
S5.4.]
  1.        Standard: will be allowed and may be made by  [Check one.]
  a.        Standard: any Eligible Employee.
  b.        any Eligible Employee who is a Participant.
  2.        will not be allowed.
  E.     Limitations on Elective Deferrals.
  1.     Claims. Claims for a refund of Excess Elective Deferrals must
be made  no later than [See S7.3(f). Check one.]
  a.        Standard: March 1.
  b.         _____________ [no earlier than March 1 and no later than
April 15.]
  2.     Deemed Claims. Corrections of Excess Elective Deferrals will be
made [See S7.3(f)(2). Check one.]
  a.        Standard: from this Plan.
  b.        from the following plan(s): _______________.
  3.     "Gap Period" Income. The income or loss allocable to the "gap
period" [Check one. See S7.3(e), S7.4(d)(2) and S7.5(d)(2).]
  a.        Standard: shall not be distributed.
  b.        shall be distributed.
  4.     Highly Compensated Employees. The following special rules in
the temporary Code S414(q) regulations and in Code S414(q)(12) will
apply: [Check one. See S7.4(a)(5)(v).]
  a.        Standard: no special rules.
  b.        The special rules set forth in Addendum V.E.3.
  5.     Recharacterization. Recharacterization of Excess Contributions
as Employee Contributions  [See S7.4(e). Check one.]
  a.        Standard: will not be allowed.
  b.        [Do not check this option 2 if Employee Contributions are
not allowed in Part VI.B.] will be allowed.
VII.   EMPLOYER CONTRIBUTIONS.
  A.     Matching Contributions. [See S5.3(b) and Part VII.F.]
  1.     Formula. [Check one.]
  a.        Standard: No Matching Contributions will be made.
  b.        Matching Contributions will be made on account of: [Check
one or both.]