<PAGE>

                                 EXHIBIT 10.24


                CompSavings Plan for Employees of CompUSA Inc.
                           Plan and Trust Agreement


               As Amended and Restated Effective January 1, 1998


CompUSA Inc. (the "Company") previously established the CompSavings Plan for 
Employees of CompUSA Inc. (the "Plan") effective January 1, 1995, for the 
exclusive benefit of eligible employees of the Company and its participating 
affiliates.  The Plan is intended to constitute a qualified profit sharing 
plan, as described in Code section 401(a), which includes a qualified cash or 
deferred arrangement, as described in Code section 401(k). Effective 
February 26, 1998, the PCs Compleat 401(k) Plan was merged into the Plan.

The provisions of the Plan and Trust relating to the Trustee constitute the 
trust agreement which is entered into by and between CompUSA Inc. and Merrill 
Lynch Trust Company, FSB.  The Trust is intended to be tax exempt, as 
described in Code section 501(a).

The Plan is intended to comply with the qualification requirements of the 
Small Business Job Protection Act of 1996 (the "SBJPA") and is intended to 
comply in operation therewith.  To the extent that the Plan, as set forth 
below, is subsequently determined to be insufficient to comply with such 
requirements and any regulations issued under the SBJPA, the Plan shall later 
be amended to so comply.

The Plan constitutes an amendment and restatement of the CompSavings Plan for 
Employees of CompUSA Inc. which was originally established effective as of 
January 1, 1995 and amended three times thereafter, and its related trust 
agreement.

The CompSavings Plan for Employees of CompUSA Inc. and trust agreement, as 
set forth in this document, is hereby amended and restated effective as of 
January 1, 1998. The Plan and Trust were last restated effective January 1, 
1996 and amended three times thereafter including a change in trustee 
amendment.


Date:  April 28, 1998          CompUSA Inc.


                               By: /s/ Mel McCall
                                   ---------------------------------------------
                                   Title:  Senior Vice President Human Resources


The trust agreement set forth in those provisions of the Plan and Trust which 
relate to the Trustee is hereby executed.


Date:  May 20, 1998            Merrill Lynch Trust Company, FSB


                               By: /s/ Roger T. Meyer
                                   ---------------------------------------------
                                   Title:  Vice President

<PAGE>

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>

<S>                                                                           <C>
1    DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   1

2    ELIGIBILITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  12
     2.1   Eligibility . . . . . . . . . . . . . . . . . . . . . . . . . . .  12
     2.2   Ineligible Employees. . . . . . . . . . . . . . . . . . . . . . .  12
     2.3   Ineligible, Terminated or Former Participants . . . . . . . . . .  12

3    PARTICIPANT CONTRIBUTIONS . . . . . . . . . . . . . . . . . . . . . . .  13
     3.1   Pre-Tax Contribution Election . . . . . . . . . . . . . . . . . .  13
     3.2   Changing a Contribution Election. . . . . . . . . . . . . . . . .  13
     3.3   Revoking and Resuming a Contribution Election . . . . . . . . . .  13
     3.4   Contribution Percentage Limits. . . . . . . . . . . . . . . . . .  13
     3.5   Refunds When Contribution Dollar Limit Exceeded . . . . . . . . .  14
     3.6   Timing, Posting and Tax Considerations. . . . . . . . . . . . . .  14

4    ROLLOVER CONTRIBUTIONS AND TRANSFERS FROM AND TO OTHER
     QUALIFIED PLANS . . . . . . . . . . . . . . . . . . . . . . . . . . . .  15
     4.1   Rollover Contributions. . . . . . . . . . . . . . . . . . . . . .  15
     4.2   Transfers From and To Other Qualified Plans . . . . . . . . . . .  15

5    EMPLOYER CONTRIBUTIONS. . . . . . . . . . . . . . . . . . . . . . . . .  16
     5.1   Company Match Contributions . . . . . . . . . . . . . . . . . . .  16

6    ACCOUNTING. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  18
     6.1   Individual Participant Accounting . . . . . . . . . . . . . . . .  18
     6.2   Sweep Account is Transaction Account. . . . . . . . . . . . . . .  18
     6.3   Trade Date Accounting and Investment Cycle. . . . . . . . . . . .  18
     6.4   Accounting for Investment Funds . . . . . . . . . . . . . . . . .  18
     6.5   Payment of Fees and Expenses. . . . . . . . . . . . . . . . . . .  18
     6.6   Accounting for Participant Loans. . . . . . . . . . . . . . . . .  19
     6.7   Error Correction. . . . . . . . . . . . . . . . . . . . . . . . .  19
     6.8   Participant Statements. . . . . . . . . . . . . . . . . . . . . .  20
     6.9   Special Accounting During Conversion Period . . . . . . . . . . .  20
     6.10  Accounts for Alternate Payees . . . . . . . . . . . . . . . . . .  20

7    INVESTMENT FUNDS AND ELECTIONS. . . . . . . . . . . . . . . . . . . . .  21
     7.1   Investment Funds. . . . . . . . . . . . . . . . . . . . . . . . .  21
     7.2   Responsibility for Investment Choice. . . . . . . . . . . . . . .  21
     7.3   Investment Fund Elections . . . . . . . . . . . . . . . . . . . .  21
     7.4   Default if No Valid Investment Election . . . . . . . . . . . . .  22
     7.5   Investment Fund Election Change Fees. . . . . . . . . . . . . . .  22

8    VESTING & FORFEITURES . . . . . . . . . . . . . . . . . . . . . . . . .  23
     8.1   Fully Vested Accounts . . . . . . . . . . . . . . . . . . . . . .  23

</TABLE>


                                       i
<PAGE>

<TABLE>
<CAPTION>

    <S>                                                                       <C>
     8.2   Full Vesting Upon Certain Events. . . . . . . . . . . . . . . . .  23
     8.3   Vesting Schedule. . . . . . . . . . . . . . . . . . . . . . . . .  23
     8.4   Forfeitures of Non-Vested Account Balances. . . . . . . . . . . .  23
     8.5   Use of Forfeiture Account Amounts . . . . . . . . . . . . . . . .  23
     8.6   Rehired Employees . . . . . . . . . . . . . . . . . . . . . . . .  24

9    PARTICIPANT LOANS . . . . . . . . . . . . . . . . . . . . . . . . . . .  25
     9.1   Participant Loans Permitted . . . . . . . . . . . . . . . . . . .  25
     9.2   Loan Application, Note and Security . . . . . . . . . . . . . . .  25
     9.3   Spousal Consent . . . . . . . . . . . . . . . . . . . . . . . . .  25
     9.4   Loan Approval . . . . . . . . . . . . . . . . . . . . . . . . . .  25
     9.5   Loan Funding Limits, Account Sources and Funding Order. . . . . .  25
     9.6   Maximum Number of Loans . . . . . . . . . . . . . . . . . . . . .  26
     9.7   Source and Timing of Loan Funding . . . . . . . . . . . . . . . .  26
     9.8   Interest Rate . . . . . . . . . . . . . . . . . . . . . . . . . .  26
     9.9   Loan Payment. . . . . . . . . . . . . . . . . . . . . . . . . . .  26
     9.10  Loan Payment Hierarchy. . . . . . . . . . . . . . . . . . . . . .  26
     9.11  Repayment Suspension. . . . . . . . . . . . . . . . . . . . . . .  27
     9.12  Loan Default. . . . . . . . . . . . . . . . . . . . . . . . . . .  27
     9.13  Call Feature. . . . . . . . . . . . . . . . . . . . . . . . . . .  27

10   IN-SERVICE WITHDRAWALS. . . . . . . . . . . . . . . . . . . . . . . . .  28
     10.1  In-Service Withdrawals Permitted. . . . . . . . . . . . . . . . .  28
     10.2  In-Service Withdrawal Application and Notice. . . . . . . . . . .  28
     10.3  Spousal Consent . . . . . . . . . . . . . . . . . . . . . . . . .  28
     10.4  In-Service Withdrawal Approval. . . . . . . . . . . . . . . . . .  28
     10.5  Payment Form and Medium . . . . . . . . . . . . . . . . . . . . .  28
     10.6  Source and Timing of In-Service Withdrawal Funding. . . . . . . .  29
     10.7  Hardship Withdrawals. . . . . . . . . . . . . . . . . . . . . . .  29
     10.8  Rollover Account Withdrawals. . . . . . . . . . . . . . . . . . .  31
     10.9  Over Age 59 1/2 Withdrawals . . . . . . . . . . . . . . . . . . .  31

11   DISTRIBUTIONS ONCE EMPLOYMENT ENDS OR BY REASON OF A
     PARTICIPANT'S REQUIRED BEGINNING DATE . . . . . . . . . . . . . . . . .  32
     11.1  Benefit Information, Notices and Election . . . . . . . . . . . .  32
     11.2  Spousal Consent . . . . . . . . . . . . . . . . . . . . . . . . .  33
     11.3  Payment Form and Medium . . . . . . . . . . . . . . . . . . . . .  33
     11.4  Distribution of Small Amounts . . . . . . . . . . . . . . . . . .  33
     11.5  Source and Timing of Distribution Funding . . . . . . . . . . . .  34
     11.6  Deemed Distribution . . . . . . . . . . . . . . . . . . . . . . .  34
     11.7  Latest Commencement Permitted . . . . . . . . . . . . . . . . . .  34
     11.8  Payment Within Life Expectancy. . . . . . . . . . . . . . . . . .  35
     11.9  Incidental Benefit Rule . . . . . . . . . . . . . . . . . . . . .  35
     11.10 Payment to Beneficiary. . . . . . . . . . . . . . . . . . . . . .  35
     11.11 Beneficiary Designation . . . . . . . . . . . . . . . . . . . . .  36
     11.12 QJSA and QPSA Definitions, Information and Elections  . . . . . .  36

</TABLE>


                                       ii
<PAGE>

<TABLE>
<CAPTION>

<S>                                                                           <C>
12   ADP AND ACP TESTS . . . . . . . . . . . . . . . . . . . . . . . . . . .  39
     12.1  Contribution Limitation Definitions . . . . . . . . . . . . . . .  39
     12.2  ADP and ACP Tests . . . . . . . . . . . . . . . . . . . . . . . .  41
     12.3  Correction of ADP and ACP Tests . . . . . . . . . . . . . . . . .  42
     12.4  Multiple Use Test . . . . . . . . . . . . . . . . . . . . . . . .  43
     12.5  Correction of Multiple Use Test . . . . . . . . . . . . . . . . .  44
     12.6  Adjustment for Investment Gain or Loss. . . . . . . . . . . . . .  44
     12.7  Testing Responsibilities and Required Records . . . . . . . . . .  44
     12.8  Separate Testing. . . . . . . . . . . . . . . . . . . . . . . . .  44

13   MAXIMUM CONTRIBUTION AND BENEFIT LIMITATIONS. . . . . . . . . . . . . .  45
     13.1  "Annual Addition" Defined . . . . . . . . . . . . . . . . . . . .  45
     13.2  Maximum Annual Addition . . . . . . . . . . . . . . . . . . . . .  45
     13.3  Avoiding an Excess Annual Addition. . . . . . . . . . . . . . . .  45
     13.4  Correcting an Excess Annual Addition. . . . . . . . . . . . . . .  45
     13.5  Correcting a Multiple Plan Excess . . . . . . . . . . . . . . . .  46
     13.6  "Defined Benefit Fraction" Defined. . . . . . . . . . . . . . . .  46
     13.7  "Defined Contribution Fraction" Defined . . . . . . . . . . . . .  46
     13.8  Combined Plan Limits and Correction . . . . . . . . . . . . . . .  47

14   TOP HEAVY RULES . . . . . . . . . . . . . . . . . . . . . . . . . . . .  48
     14.1  Top Heavy Definitions . . . . . . . . . . . . . . . . . . . . . .  48
     14.2  Special Contributions . . . . . . . . . . . . . . . . . . . . . .  49
     14.3  Adjustment to Combined Limits for Different Plans . . . . . . . .  50

15   PLAN ADMINISTRATION . . . . . . . . . . . . . . . . . . . . . . . . . .  51
     15.1  Plan Delineates Authority and Responsibility. . . . . . . . . . .  51
     15.2  Fiduciary Standards . . . . . . . . . . . . . . . . . . . . . . .  51
     15.3  Company is ERISA Plan Administrator . . . . . . . . . . . . . . .  51
     15.4  Administrator Duties. . . . . . . . . . . . . . . . . . . . . . .  51
     15.5  Advisors May be Retained. . . . . . . . . . . . . . . . . . . . .  52
     15.6  Delegation of Administrator Duties. . . . . . . . . . . . . . . .  52
     15.7  Committee Operating Rules . . . . . . . . . . . . . . . . . . . .  53

16   MANAGEMENT OF INVESTMENTS . . . . . . . . . . . . . . . . . . . . . . .  54
     16.1  Trust Agreement . . . . . . . . . . . . . . . . . . . . . . . . .  54
     16.2  Investment Funds. . . . . . . . . . . . . . . . . . . . . . . . .  54
     16.3  Authority to Hold Cash. . . . . . . . . . . . . . . . . . . . . .  55
     16.4  Trustee to Act Upon Instructions. . . . . . . . . . . . . . . . .  55
     16.5  Administrator Has Right to Vote Registered Investment
           Company Shares. . . . . . . . . . . . . . . . . . . . . . . . . .  55
     16.6  Custom Fund Investment Management . . . . . . . . . . . . . . . .  55
     16.7  Master Custom Fund. . . . . . . . . . . . . . . . . . . . . . . .  56
     16.8  Authority to Segregate Assets . . . . . . . . . . . . . . . . . .  56
     16.9  Maximum Permitted Investment in Company Stock . . . . . . . . . .  56
     16.10 Participants Have Right to Vote and Tender Company Stock. . . . .  57
     16.11 Registration and Disclosure for Company Stock . . . . . . . . . .  57

</TABLE>


                                       iii
<PAGE>

<TABLE>
<CAPTION>

<S>                                                                           <C>
17   TRUST ADMINISTRATION. . . . . . . . . . . . . . . . . . . . . . . . . .  58
     17.1  Trustee to Construe Trust . . . . . . . . . . . . . . . . . . . .  58
     17.2  Trustee To Act As Owner of Trust Assets . . . . . . . . . . . . .  58
     17.3  United States Indicia of Ownership. . . . . . . . . . . . . . . .  58
     17.4  Tax Withholding and Payment . . . . . . . . . . . . . . . . . . .  59
     17.5  Trust Accounting. . . . . . . . . . . . . . . . . . . . . . . . .  59
     17.6  Valuation of Certain Assets . . . . . . . . . . . . . . . . . . .  59
     17.7  Legal Counsel . . . . . . . . . . . . . . . . . . . . . . . . . .  60
     17.8  Fees and Expenses . . . . . . . . . . . . . . . . . . . . . . . .  60
     17.9  Trustee Duties and Limitations. . . . . . . . . . . . . . . . . .  60

18   RIGHTS, PROTECTION, CONSTRUCTION AND JURISDICTION . . . . . . . . . . .  61
     18.1  Plan Does Not Affect Employment Rights. . . . . . . . . . . . . .  61
     18.2  Compliance With USERRA. . . . . . . . . . . . . . . . . . . . . .  61
     18.3  Limited Return of Contributions . . . . . . . . . . . . . . . . .  61
     18.4  Assignment and Alienation . . . . . . . . . . . . . . . . . . . .  62
     18.5  Facility of Payment . . . . . . . . . . . . . . . . . . . . . . .  62
     18.6  Reallocation of Lost Participant's Accounts . . . . . . . . . . .  62
     18.7  Suspension of Certain Plan Provisions During Conversion Period. .  62
     18.8  Suspension of Certain Plan Provisions During Other Periods. . . .  63
     18.9  Claims Procedure. . . . . . . . . . . . . . . . . . . . . . . . .  63
     18.10 Construction. . . . . . . . . . . . . . . . . . . . . . . . . . .  64
     18.11 Jurisdiction and Severability . . . . . . . . . . . . . . . . . .  64
     18.12 Indemnification by Employer . . . . . . . . . . . . . . . . . . .  64

19   AMENDMENT, MERGER, DIVESTITURES AND TERMINATION . . . . . . . . . . . .  65
     19.1  Amendment . . . . . . . . . . . . . . . . . . . . . . . . . . . .  65
     19.2  Merger. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  65
     19.3  Divestitures. . . . . . . . . . . . . . . . . . . . . . . . . . .  65
     19.4  Plan Termination and Complete Discontinuance of Contributions . .  66
     19.5  Amendment and Termination Procedures. . . . . . . . . . . . . . .  66
     19.6  Termination of Employer's Participation . . . . . . . . . . . . .  67
     19.7  Replacement of the Trustee. . . . . . . . . . . . . . . . . . . .  67
     19.8  Final Settlement and Accounting of Trustee. . . . . . . . . . . .  67

APPENDIX A - INVESTMENT FUNDS. . . . . . . . . . . . . . . . . . . . . . . .  69

APPENDIX B - PAYMENT OF PLAN FEES AND EXPENSES . . . . . . . . . . . . . . .  70

APPENDIX C - LOAN INTEREST RATE. . . . . . . . . . . . . . . . . . . . . . .  71

</TABLE>


                                       iv
<PAGE>

1    DEFINITIONS

     When capitalized, the words and phrases below have the following meanings 
     unless different meanings are clearly required by the context:

     1.1  "Account".  The records maintained by the Administrator for 
          purposes of accounting for a Participant's interest in the Plan.  
          "Account" may refer to one or all of the following accounts which 
          have been created on behalf of a Participant to hold amounts 
          attributable to specific types of Contributions under the Plan and 
          amounts transferred from the PCs Compleat Plan in accordance with 
          Section 4.2:

          (a)  "Pre-Tax Account".  An account created to hold amounts
               attributable to Pre-Tax Contributions.

          (b)  "Pre-Tax (Prior Employer) Account".  An account created to hold
               amounts transferred from the PCs Compleat Plan designated as
               "Salary Deferral Contribution Account" amounts thereunder.

          (c)  "Rollover Account".  An account created to hold amounts
               attributable to Rollover Contributions and amounts transferred
               from the PCs Compleat Plan designated as "Rollover Contribution
               Account" amounts thereunder.

          (d)  "Company Match Cash Account".  An account created to hold amounts
               attributable to Company Match Contributions.

          (e)  "Company Match Stock Account".  An account created to hold
               amounts attributable to Company Match Contributions.

     1.2  "ACP" or "Average Contribution Percentage".  The percentage
          calculated in accordance with Section 12.1.

     1.3  "Administrator".  The Company, which may delegate all or a portion of
          the duties of the Administrator under the Plan to a Committee in
          accordance with Section 15.6.

     1.4  "ADP" or "Average Deferral Percentage".  The percentage calculated in
          accordance with Section 12.1.

     1.5  "Alternate Payee".  Any spouse, former spouse, child or other
          dependent (as defined in Code section 152) of a Participant who is
          recognized by a domestic relations order as having a right to receive
          all, or a portion, of the Participant's Account under the Plan.

     1.6  "Annuity Eligible Balance".  The sum of the vested balance of a
          Participant's Pre-Tax (Prior Employer) Account and the portion of
          his or her Rollover Account 


                                       1
<PAGE>

          representing amounts transferred from the PCs Compleat Plan.

     1.7  "Beneficiary".  The person or persons who is to receive benefits
          under the Plan after the death of the Participant pursuant to the
          "Beneficiary Designation" paragraph in Section 11.

     1.8  "Break in Service".  The fifth anniversary (or sixth anniversary if
          absence from employment was due to a Parental Leave) of the date on
          which a Participant's employment ends.

     1.9  "Code".  The Internal Revenue Code of 1986, as amended.  Reference 
          to any specific Code section shall include such section, any 
          Treasury Regulation promulgated thereunder from time to time, and 
          any comparable provision of any future legislation amending, 
          supplementing or superseding such section.

     1.10 "Committee".  The CompSavings Plan Committee which has been 
          appointed by the Administrator to administer the Plan in accordance 
          with Section 15.6.

     1.11 "Company".  CompUSA Inc. or any successor by merger, purchase or 
          otherwise.

     1.12 "Company Stock".  Shares of common stock of the Company, its 
          predecessor(s), or its successors or assigns, or any corporation 
          with or into which said corporation may be merged, consolidated or 
          reorganized, or to which a majority of its assets may be sold.

     1.13 "Compensation".  The sum of a Participant's Taxable Income and 
          salary reductions, if any, pursuant to Code section 125, 402(e)(3), 
          402(h)(1)(B), 403(b), 457 or, for Plan Years commencing after 
          December 31, 1996, 408(p)(2)(A)(i).

          For purposes of determining benefits under the Plan, Compensation 
          is limited to $150,000  per Plan Year (as adjusted for cost of 
          living increases pursuant to Code sections 401(a)(17) and 415(d)).  
          For Plan Years commencing before January 1, 1997, for purposes of 
          the preceding sentence, in the case of an HCE who is a 5% Owner or 
          one of the 10 most highly compensated Employees, (i) such HCE and 
          such HCE's family group (as defined below) shall be treated as a 
          single employee and the Compensation of each family group member 
          shall be aggregated with the Compensation of such HCE, and (ii) the 
          limitation on Compensation shall be allocated among such HCE and 
          his or her family group members in proportion to each individual's 
          Compensation before the application of this sentence.  For purposes 
          of this Section, the term "family group" shall mean an Employee's 
          spouse and lineal descendants who have not attained age 19 before 
          the close of the year in question.

          For purposes of determining HCEs and key employees and for Plan
          Years commencing after December 31, 1997, for purposes of
          Section 13.2,


                                       2
<PAGE>

          Compensation for the entire Plan Year shall be used.  For purposes 
          of determining ADP and ACP, Compensation shall be limited to 
          amounts paid to an Eligible Employee while a Participant.

     1.14 "Contribution".  An amount contributed to the Plan by the Employer 
          or an Eligible Employee, and allocated by contribution type to 
          Participants' Accounts, as described in Section 1.1.  Specific 
          types of contribution include:

          (a)  "Pre-Tax Contribution".  An amount contributed by an eligible
               Participant in conjunction with his or her Code section 401(k)
               salary deferral election which shall be treated as made by the
               Employer on the eligible Participant's behalf.

          (b)  "Rollover Contribution".  An amount contributed by an Eligible
               Employee which originated from another employer's or an
               Employer's qualified plan.

          (c)  "Company Match Contribution".  An amount contributed by the
               Employer on an eligible Participant's behalf based upon the
               amount contributed by the eligible Participant.

     1.15 "Contribution Dollar Limit".  The annual limit placed on each 
          Participant's Pre-Tax Contributions, which shall be $7,000 per 
          calendar year (as adjusted for cost of living increases pursuant to 
          Code sections 402(g)(5) and 415(d)).  For purposes of this Section, 
          a Participant's Pre-Tax Contributions shall include (i) any 
          employer contribution under a qualified cash or deferred 
          arrangement (as defined in Code section 401(k)) to the extent not 
          includible in gross income for the taxable year under Code 
          section 402(e)(3) (determined without regard to Code section 402(g)), 
          (ii) any employer contribution to the extent not includible in gross 
          income for the taxable year under Code section 402(h)(1)(B) 
          (determined without regard to Code section 402(g)), (iii) any 
          employer contribution to purchase an annuity contract under Code 
          section 403(b) under a salary reduction agreement (within the 
          meaning of Code section 3121(a)(5)(D)) and (iv) for calendar years 
          commencing after December 31, 1996, any elective employer 
          contribution under Code section 408(p)(2)(A)(i).

     1.16 "Conversion Period".  The period of converting the prior accounting 
          system of any plan and trust which is merged, in whole or in part, 
          into the Plan and Trust, to the accounting system described in 
          Section 6.

     1.17 "Direct Rollover".  An Eligible Rollover Distribution that is paid 
          by the Plan directly to an Eligible Retirement Plan for the benefit 
          of a Distributee.

     1.18 "Distributee".  A Participant, a Beneficiary (if he or she is the 
          surviving spouse of a Participant) or an Alternate Payee under a 
          QDRO (if he or she is the spouse or former spouse of a Participant).

     1.19 "Effective Date".  The date upon which the provisions of this 
          document become effective.  This date is January 1, 1998, unless 
          stated otherwise.  In general, the provisions of this document only 
          apply to Participants who are 


                                       3
<PAGE>

          Employees on or after the Effective Date.  However, investment and 
          distribution provisions apply to all Participants with Account 
          balances to be invested or distributed after the Effective Date.

     1.20 "Eligible Employee".  An Employee of an Employer who is actually 
          recorded as an Employee on the Employer's customary and usual 
          payroll records at the time services are performed by the Employee, 
          except any Employee:

          (a)  whose compensation and conditions of employment are covered by 
               a collective bargaining agreement to which the Employer is a 
               party unless the agreement calls for the Employee's 
               participation in the Plan;

          (b)  who is treated as an Employee because he or she is a Leased 
               Employee; or

          (c)  who is a nonresident alien and who either (i) receives no 
               earned income (within the meaning of Code section 911(d)(2)) 
               from any Related Company which constitutes income from sources 
               within the United States under Code section 861(a)(3); or 
               (ii) receives such earned income from such sources within the 
               United States but such income is exempt from United States 
               income tax under an applicable income tax convention.

          If a person who has performed services for an Employer but has not 
          been classified as an Employee or as an Eligible Employee is 
          reclassified as an Employee as a result of a determination made by 
          the Employer, a court or governmental agency, such reclassified 
          person shall not be an Eligible Employee with respect to any period 
          before the date the reclassification determination is made.

     1.21 "Eligible Retirement Plan".  An individual retirement account 
          described in Code section 408(a), an individual retirement annuity 
          described in Code section 408(b), an annuity plan described in Code 
          section 403(a), or a qualified trust described in Code section 401(a),
          that accepts a Distributee's Eligible Rollover Distribution, except 
          that, if the Distributee is the surviving spouse of a Participant, an 
          Eligible Retirement Plan is an individual retirement account or 
          individual retirement annuity.

     1.22 "Eligible Rollover Distribution".  A distribution of all or any 
          portion of the balance to the credit of a Distributee, excluding 
          (i) a 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; (ii) a distribution to the extent such distribution is 
          required under Code section 401(a)(9); and (iii) the portion of a 
          distribution that is not includible in gross income (determined 
          without regard to the exclusion for net unrealized appreciation 
          with respect to Employer securities).

     1.23 "Employee".  An individual who is:


                                       4
<PAGE>

          (a)  a common-law employee of any Related Company, or

          (b)  a Leased Employee.

     1.24 "Employer".  The Company and any other Related Company which adopts 
          the Plan with the approval of the Company.

     1.25 "ERISA".  The Employee Retirement Income Security Act of 1974, as 
          amended.  Reference to any specific ERISA section shall include 
          such section, any  Department of Labor Regulation promulgated 
          thereunder from time to time, and any comparable provision of any 
          future legislation amending, supplementing or superseding such 
          section.

     1.26 "Fiscal Year".  The Employer's annual accounting period.

     1.27 "Forfeiture Account".  An account holding amounts forfeited by 
          Terminated Participants, invested in interest bearing deposits 
          (which may include interest bearing deposits of the Trustee) and/or 
          money market type assets or funds, pending disposition as provided 
          in the Plan and Trust and as directed by the Administrator.

     1.28 "Former Participant".  The Plan status of an individual after he or 
          she is determined to be a Terminated Participant and his or her 
          Account is distributed or forfeited.

     1.29 "HCE" or "Highly Compensated Employee".  An Employee described as a 
          Highly Compensated Employee in Section 12.

     1.30 "Hour of Service".  Each hour for which an Employee is entitled to:

          (a)  payment for the performance of duties for any Related Company;

          (b)  payment from any Related Company 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;

          (c)  back pay, irrespective of mitigation of damages, by award or 
               agreement with any Related Company (and these hours shall be 
               credited to the period to which the award or agreement 
               pertains); or

          (d)  no payment, but is on a Leave of Absence (and these hours 
               shall be based upon his or her normally scheduled hours per 
               week or a 40 hour week if there is no regular schedule).

          The crediting of Hours of Service for which no duties are performed 
          shall be in accordance with the U.S. Department of Labor regulation 
          sections 2530.200b-2(b) and (c).  Actual hours shall be used 
          whenever an accurate record of hours are maintained for an 
          Employee. Otherwise, an equivalent number of hours 


                                       5
<PAGE>

          shall be credited for each payroll period in which the Employee would 
          be credited with at least 1 Hour of Service.  The payroll period 
          equivalencies are 45 hours weekly, 90 hours biweekly, 95 hours 
          semimonthly and 190 hours monthly.

          With regard to an individual who became an Employee coincident to 
          the Company's acquisition of PCs Compleat, Inc., his or her service 
          prior to such acquisition that would be taken into account under 
          the terms of the PCs Compleat Plan shall be included in the 
          determination of his or her Hours of Service for eligibility and/or 
          vesting.

          An Employee's service with a predecessor or acquired company shall 
          only be counted in the determination of his or her Hours of Service 
          for eligibility and/or vesting purposes if (1) the Company directs 
          that credit for such service be granted, or (2) a qualified plan of 
          the predecessor or acquired company is subsequently maintained by 
          any Related Company.

     1.31 "Ineligible".  The Plan status of an individual who (1) is an 
          Employee of a Related Company which is not then an Employer, (2) is 
          an Employee of an Employer, but not an Eligible Employee, (3) is 
          not an Employee, (4) is a reclassified person with respect to any 
          period before the date of the determination referred to in 
          Section 1.20, or (5) declined eligibility to participate in the Plan 
          by execution and delivery to the Administrator of a written waiver of 
          participation.

     1.32 "Ineligible Participant".  The Plan status of a Participant who is 
          (1) an Employee of a Related Company which is not then an Employer, 
          or (2) an Employee of an Employer, but not an Eligible Employee.

     1.33 "Investment Fund".  An investment fund as described in Section 16.2.  
          The Investment Funds authorized by the Administrator to be offered 
          under the Plan as of the Effective Date are set forth in Appendix A.

     1.34 "Leased Employee".  An individual, not otherwise an Employee, who, 
          pursuant to an agreement between a Related Company and a leasing 
          organization, has performed, on a substantially full-time basis, 
          for a period of at least 12 months, services of any type 
          historically performed by Employees in the business field of the 
          Related Company, unless:

          (a)  the individual is covered by a money purchase pension plan
               maintained by the leasing organization and meeting the
               requirements of Code section 414(n)(5)(B), and

          (b)  such individuals do not constitute more than 20% of all 
               Non-Highly Compensated Employees of all Related Companies (within
               the meaning of Code section 414(n)(5)(C)(ii)).


                                       6
<PAGE>

          For Plan Years commencing after December 31, 1996, "services under 
          the primary direction or control of the Related Company" shall be 
          substituted for the preceding reference to "services of any type 
          historically performed by Employees in the business field of the 
          Related Company".

     1.35 "Leave of Absence".  A period during which an individual is deemed 
          to be an Employee, but is absent from active employment, provided 
          that the absence:

          (a)  was authorized by a Related Company; or

          (b)  was due to military service in the United States armed forces
               and the individual returns to active employment within the period
               during which he or she retains employment rights under federal
               law.

     1.36 "Loan Account".  The record maintained for purposes of accounting 
          for a Participant's loan and payments of principal and interest 
          thereon.

     1.37 "NHCE" or "Non-Highly Compensated Employee".  An Employee described 
          as a Non-Highly Compensated Employee in Section 12.

     1.38 "Normal Retirement Date".  The later of the date of a Participant's 
          65th birthday or attainment of four Years of Vesting Service.

     1.39 "Owner".  A person with an ownership interest in the capital, 
          profits, outstanding stock or voting power of a Related Company 
          within the meaning of Code section 318 or 416 (which excludes 
          indirect ownership through a qualified plan).

     1.40 "Parental Leave".  The period of absence from work by reason of the 
          pregnancy of an Employee, the birth of the Employee's child, the 
          placement of a child with the Employee in connection with the 
          child's adoption, or the caring for such child immediately after 
          birth or placement as described in Code section 410(a)(5)(E).

     1.41 "Participant".  The Plan status of an Eligible Employee after he or 
          she completes the eligibility requirements and enters the Plan as 
          described in Section 2.1 and any individual for whom assets have 
          been transferred from a predecessor plan merged, in whole or in 
          part, with the Plan.  An Eligible Employee who makes a Rollover 
          Contribution prior to completing the eligibility requirements as 
          described in Section 2.1 shall also be considered a Participant, 
          except that he or she shall not be considered a Participant for 
          purposes of Plan provisions related to Contributions, other than a 
          Rollover Contribution, until he or she completes the eligibility 
          requirements and enters the Plan as described in Section 2.1. A 
          Participant's participation continues until his or her employment 
          with all Related Companies ends and his or her Account is 
          distributed or forfeited.

     1.42 "Pay".  The wages, overtime, salary, bonus and commission paid to 
          an Eligible Employee by an Employer while he or she is a 
          Participant during the current 


                                       7
<PAGE>

          period.

          Pay is neither increased by any salary credit nor decreased by any 
          salary reduction pursuant to Code sections 125 or 402(e)(3).  Pay 
          is limited to $150,000 per Plan Year (as adjusted for cost of 
          living increases pursuant to Code sections 401(a)(17) and 415(d)).

     1.43 "PCs Compleat Plan".  The PCs Compleat 401(k) Plan, a qualified 
          profit sharing plan, as described in Code section 401(a), which 
          included a qualified cash or deferred arrangement, as described in 
          Code section 401(k), originally effective August 1, 1993 and merged 
          herein effective February 26, 1998.

     1.44 "Period of Employment".  The period beginning on the date an 
          Employee first performs an hour of service and ending on the date 
          his or her employment ends.  Employment ends on the date the 
          Employee quits, is discharged, retires or dies or (if earlier) the 
          first anniversary of his or her absence for any other reason.  The 
          period of absence starting with the date an Employee's employment 
          ends and ending on the date he or she next performs an hour of 
          service is (1) included in his or her Period of Employment if the 
          period of absence does not exceed one year, and (2) excluded if 
          such period exceeds one year.

          Period of Employment includes the period prior to a Break in Service.

          With regard to an individual who became an Employee coincident to 
          the Company's acquisition of PCs Compleat, Inc. his or her service 
          prior to such acquisition that would be taken into account under 
          the terms of the PCs Compleat Plan shall be included in the 
          determination of his or her Period of Employment for eligibility 
          and/or vesting.

          An Employee's service with a predecessor or acquired company shall 
          only be counted in the determination of his or her Period of 
          Employment for eligibility and/or vesting purposes if (1) the 
          Company directs that credit for such service be granted, or (2) a 
          qualified plan of the predecessor or acquired company is 
          subsequently maintained by any Related Company.

     1.45 "Plan".  The CompSavings Plan for Employees of CompUSA Inc. set 
          forth in this document, as from time to time amended.

     1.46 "Plan Year".  The annual accounting period of the Plan and Trust 
          which ends on each December 31.

     1.47 "QDRO".  A domestic relations order which the Administrator has 
          determined to be a qualified domestic relations order within the 
          meaning of Code section 414(p).

     1.48 "Related Company".  With respect to any Employer, that Employer and 
          any corporation, trade or business which is, together with that 
          Employer, a member 


                                       8
<PAGE>

of the same controlled group of corporations, a trade or business under common 
control, or an affiliated service group within the meaning of Code sections 
414(b), (c), (m) or (o), except that for purposes of Section 13 "within the 
meaning of Code sections 414(b), (c), (m) or (o), as modified by Code section 
415(h)" shall be substituted for the preceding reference to "within the meaning 
of Code sections 414(b), (c), (m) or (o)".

1.49   "Required Beginning Date".  The latest date benefit payments shall
commence to a Participant.

       (a)    For calendar years commencing before January 1, 1997, such date 
              shall mean:

              (1)  with regard to a Participant who (i) attained age 70 1/2 in 
                   1996, (ii) did not terminate employment with all Related
                   Companies before January 1, 1997, and (iii) is not or was 
                   not a 5% Owner, the April 1 that next follows the later of 
                   (i) the calendar year in which the Participant attained age 
                   70 1/2, or (ii) if the Participant elects to apply this 
                   clause (ii), the calendar year in which the Participant 
                   terminates employment with all Related Companies (and any 
                   such election must be made prior to January 1, 1998); and 

              (2)  with regard to a Participant who attained age 70 1/2 before 
                   January 1, 1996 or, in 1996 if he or she (i) terminated 
                   employment with all Related Companies before January 1, 1997 
                   or (ii) is or was a 5% Owner, the April 1 that next follows 
                   the calendar year in which the Participant attains age 
                   70 1/2.

              A Participant shall be considered a 5% Owner for this purpose
              if such Participant is a 5% Owner as defined in Code section
              416(i) (determined in accordance with Code section 416 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 the Participant attains age 66 1/2 or in any
              subsequent Plan Year.

       (b)    For calendar years commencing after December 31, 1996 and before 
              January 1, 1998, such date shall mean:

              (1)  with regard to a Participant who attained age 70 1/2 in 1997,
                   the April 1 that next follows the calendar year in which he 
                   or she attained age 70 1/2, except that if the Participant 
                   (i) did not terminate employment with all Related Companies 
                   before January 1, 1998, and (ii) is not a 5% Owner, such date
                   shall instead mean the April 1 that next follows the later of
                   (i) the calendar year in which the Participant attained age
                   70 1/2, or (ii) if the Participant elects to apply this
                   clause (ii), the calendar year in which the Participant 
                   terminates employment with all 


                                       9
<PAGE>

                   Related Companies (and any such election must be made prior 
                   to April 1, 1998); and

              (2)  with regard to a Participant who is a 5% Owner, the April 1 
                   that next follows the calendar year in which the Participant 
                   attains age 70 1/2.

              A Participant shall be considered a 5% Owner for this purpose if 
              such Participant is a 5% Owner with respect to the Plan Year 
              ending in the calendar year in which the Participant attains age 
              70 1/2.

       (c)    For calendar years commencing after December 31, 1997, such date 
              shall mean:

              (1)  with regard to a Participant who is not a 5% Owner, the 
                   April 1 that next follows the later of (i) the calendar year
                   in which the Participant attained age 70 1/2, or (ii) the 
                   calendar year in which the Participant terminates employment
                   with all Related Companies; and

              (2)  with regard to a Participant who is a 5% Owner, the April 1 
                   that next follows the calendar year in which the Participant
                   attains age 70 1/2.

              A Participant shall be considered a 5% Owner for this purpose if 
              such Participant is a 5% Owner with respect to the Plan Year 
              ending in the calendar year in which the Participant attains age 
              70 1/2.

       1.50   "Settlement Date".  For each Trade Date, the Trustee's next 
              business day.

       1.51   "Spousal Consent".  The written consent given by a spouse to a 
              Participant's election or waiver of a specified form of benefit or
              Beneficiary designation.  The spouse's consent must acknowledge
              the effect on the spouse of the Participant's election, waiver or 
              designation, and be duly witnessed by a notary public.  Spousal 
              Consent shall be valid only with respect to the spouse who signs 
              the Spousal Consent and only for the particular choice made by the
              Participant which requires Spousal Consent.  A Participant may 
              revoke (without Spousal Consent) a prior election, waiver or 
              designation that required Spousal Consent at any time before 
              payments begin.  Spousal Consent also means a determination by the
              Administrator that there is no spouse, the spouse cannot be 
              located, or such other circumstances as may be established under 
              Code section 417(a)(2)(B).

       1.52   "Seep Account".  The subsidiary Account for each Participant 
              through which all transactions are processed, which is invested in
              interest bearing deposits (which may include interest bearing 
              deposits of the Trustee) and/or money market type assets or funds.


                                      10
<PAGE>

       1.53   "Sweep Date".  The cut off date and time for receiving 
              instructions for transactions to be processed on the next Trade 
              Date.

       1.54   "Taxable Income".  Compensation in the amount reported by the 
              Employer or a Related Company as "Wages, tips, other compensation"
              on Form W-2, or any successor method of reporting under Code 
              section 6041(d).

       1.55   "Terminated Participant".  The Plan status of a Participant who is
              not an Employee and with respect to whom the Administrator has 
              reported to the Trustee that the Participant's employment has 
              terminated with all Related Companies.

       1.56   "Trade Date".  Each day the Investment Funds are valued, which is
              normally every day the assets of such Investment Funds are traded.

       1.57   "Trust".  The legal entity created by those provisions of this 
              document which relate to the Trustee.  The Trust is part of the 
              Plan and holds the Plan assets which are comprised of the 
              aggregate of Participants' Accounts, any unallocated funds 
              invested in interest bearing deposits (which may include interest 
              bearing deposits of the Trustee) and/or money market type assets 
              or funds, pending allocation to Participants' Accounts or 
              disbursement to pay Plan fees and expenses and the Forfeiture 
              Account.

        1.58  "Trustee".  Merrill Lynch Trust Company, FSB, a federal savings 
              bank, chartered under the laws of the United States.

        1.59  "USERRA".  The Uniformed Services Employment and Reemployment 
              Rights Act of 1994, as amended.

        1.60  "Year of Vesting Service".  A 12 month Period of Employment.

              Years of Vesting Service shall include service credited prior to 
              January 1, 1995.


                                      11
<PAGE>

2      ELIGIBILITY

       2.1    Eligibility

              All Participants as of January 1, 1998 shall continue their 
              eligibility to participate in the Plan.  Each other Eligible 
              Employee shall become a Participant on the first day of the next 
              month after the date he or she attains age 21 and completes a 
              six-month eligibility period for which he or she is credited with 
              at least 500 Hours of Service.  The initial eligibility period 
              begins on the date an Employee first performs an Hour of Service. 
              Subsequent eligibility periods begin with the start of each half 
              of the Plan Year beginning after the first Hour of Service is 
              performed.

              Effective April 1, 1998, all Participants as of April 1, 1998 
              shall continue their eligibility to participate.  Each other 
              Eligible Employee shall become a Participant on the later of 
              April 1, 1998 or the first day of the next calendar quarter after 
              the date his or her Period of Employment commences or, if later, 
              the first day of the calendar quarter after he or she attains age 
              21.

       2.2    Ineligible Employees

              If an Employee completes the above eligibility requirements, but 
              is Ineligible at the time participation would otherwise begin (if 
              he or she were not Ineligible), he or she shall become a 
              Participant on the first subsequent date on which he or she is an 
              Eligible Employee.

       2.3    Ineligible, Terminated or Former Participants

              An Ineligible, Terminated or Former Participant may not make or 
              share in any Contributions, other than such Contributions due to 
              be made on his or her behalf after the date he or she became an 
              Ineligible, Terminated or Former Participant for periods prior to 
              such date, nor may an Ineligible or Terminated Participant be 
              eligible for a new Plan loan (except as described in Section 9.1),
              during the period he or she is an Ineligible or Terminated 
              Participant, but he or she shall continue to participate for all 
              other purposes.  An Ineligible, Terminated or Former Participant 
              shall automatically become an active Participant on the date he or
              she again becomes an Eligible Employee.


                                      12
<PAGE>

3      PARTICIPANT CONTRIBUTIONS

       3.1    Pre-Tax Contribution Election

              Upon becoming a Participant, an Eligible Employee may elect to 
              reduce his or her Pay by an amount which does not exceed the 
              Contribution Dollar Limit or the limits described in the 
              Contribution Percentage Limits paragraph of this Section 3, and 
              have such amount contributed to the Plan by the Employer as a 
              Pre-Tax Contribution.  The election shall be made in such manner 
              and with such advance notice as prescribed by the Administrator 
              and may be limited to a whole percentage of Pay.  In no event 
              shall an Employee's Pre-Tax Contributions under the Plan and 
              comparable contributions to all other plans, contracts or 
              arrangements of all Related Companies exceed the Contribution 
              Dollar Limit for the Employee's taxable year beginning in the 
              Plan Year.

       3.2    Changing a Contribution Election

              A Participant who is an Eligible Employee may change his or her 
              Pre-Tax Contribution election at any time, but no more frequently 
              than twice in any Plan Year (not including his or her initial 
              Pre-Tax Contribution election), in such manner and with such 
              advance notice as prescribed by the Administrator, and such 
              election change shall be effective with the first payroll paid 
              after such date.  A Participant's Contribution election made as a 
              percentage of Pay shall automatically apply to Pay increases or 
              decreases.

       3.3    Revoking and Resuming a Contribution Election

              A Participant may revoke his or her Pre-Tax Contribution election 
              at any time in such manner and with such advance notice as 
              prescribed by the Administrator, and such revocation shall be 
              effective no later than with the second payroll paid after such 
              date.

              A Participant who is an Eligible Employee may resume Pre-Tax 
              Contributions by making a new election at any time in such manner 
              and with such advance notice as prescribed by the Administrator, 
              and such election shall be effective with the first payroll paid 
              after such date.

       3.4    Contribution Percentage Limits

              The Administrator may establish and change from time to time, in 
              writing, without the necessity of amending the Plan and Trust, the
              minimum, if applicable, and maximum Pre-Tax Contribution 
              percentages, prospectively or retrospectively (for the current 
              Plan Year), for all Participants.  In addition, the Administrator 
              may establish any lower percentage limits for Highly Compensated 
              Employees as it deems necessary to satisfy the tests described in 
              Section 12.  As of the Effective Date, the Pre-Tax Contribution 
              minimum percentage is 1% and the maximum percentage is 15%.


                                      13
<PAGE>

              Irrespective of the limits that may be established by the 
              Administrator in accordance with the paragraph above, in no event 
              shall the Contributions made by or on behalf of a Participant for 
              a Plan Year exceed the maximum allowable under Code section 415.

       3.5    Refunds When Contribution Dollar Limit Exceeded

              A Participant who makes Pre-Tax Contributions for a calendar year 
              to the Plan and comparable contributions to any other qualified 
              defined contribution plan in excess of the Contribution Dollar 
              Limit may notify the Administrator in writing by the following 
              March 1 (or as late as April 14 if allowed by the Administrator) 
              that an excess has occurred.  In this event, the amount of the 
              excess specified by the Participant, adjusted for investment gain 
              or loss, shall be refunded to him or her by the April 15 following
              the year of deferral and shall not be included as an Annual 
              Addition (as defined in Section 13.1) under Code section 415 for 
              the year contributed.  The excess amounts shall first be taken 
              from unmatched Pre-Tax Contributions and then from matched Pre-Tax
              Contributions.  Any Company Match Contributions attributable to 
              refunded excess Pre-Tax Contributions as described in this 
              Section, adjusted for investment gain or loss, shall be forfeited 
              and used as described in Section 8.  Refunds and forfeitures shall
              not include investment gain or loss for the period between the end
              of the applicable calendar year and the date of distribution or 
              forfeiture.

       3.6    Timing, Posting and Tax Considerations

              Pre-Tax Contributions may only be made through payroll deduction.
              Pre-Tax Contributions shall be paid to the Trustee in cash and 
              posted to each Participant's Account(s) as soon as such amounts 
              can reasonably be separated from the Employer's general assets and
              balanced against the specific amount made on behalf of each 
              Participant and in no event later than 15 business days following 
              the end of the month that includes the date amounts are deducted 
              from a Participant's Pay (or as that maximum period may be 
              otherwise extended by ERISA).

              Pre-Tax Contributions shall be treated as Contributions made by an
              Employer in determining tax deductions under Code section 404(a).


                                      14
<PAGE>

4      ROLLOVER CONTRIBUTIONS AND TRANSFERS FROM AND TO OTHER QUALIFIED PLANS

       4.1    Rollover Contributions

              The Administrator may authorize the Trustee to accept a Rollover 
              Contribution in cash directly from an Eligible Employee or as a 
              Direct Rollover from another qualified plan on behalf of the 
              Eligible Employee, even if he or she is not yet a Participant. 
              The Employee shall be responsible for providing satisfactory 
              evidence, in such manner as prescribed by the Administrator, that 
              such Rollover Contribution qualifies as a rollover contribution, 
              within the meaning of Code section 402(c) or 408(d)(3)(A)(ii). 
              Such amounts received directly from an Eligible Employee must be 
              paid to the Trustee in cash within 60 days after the date received
              by the Eligible Employee from a qualified plan or conduit 
              individual retirement account.  Rollover Contributions shall be 
              posted to the Eligible Employee's Rollover Account as of the date 
              received by the Trustee.

              If the Administrator later determines that an amount contributed
              pursuant to the above paragraph did not in fact qualify as a
              rollover contribution, within the meaning of Code section 402(c) 
              or 408(d)(3)(A)(ii), the balance credited to the Participant's 
              Rollover Account shall immediately be (1) segregated from all 
              other Plan assets, (2) treated as a nonqualified trust established
              by and for the benefit of the Participant, and (3) distributed to 
              the Participant.  Any such amount shall be deemed never to have 
              been a part of the Plan.

       4.2    Transfers From and To Other Qualified Plans

              The Administrator may instruct the Trustee to receive assets in 
              cash or in kind directly from another qualified plan or to 
              transfer assets in cash or in kind directly to another qualified 
              plan; provided that receipt of a transfer shall not be directed 
              if:

              (a)  any amounts are not exempted by Code section 401(a)(11)(B)
                   from the annuity requirements of Code section 417 unless the 
                   Plan complies with such requirements; or

              (b)  any amounts include benefits protected by Code section 
                   411(d)(6) which would not be preserved under applicable Plan 
                   provisions.

              The Trustee may refuse to receive any such transfer if:

              (a)  the Trustee finds the in kind assets unacceptable; or

              (b)  instructions for posting amounts to Participants' Accounts
                   are incomplete.

              Such amounts shall be posted to the appropriate Accounts of
              Participants as of the date received by the Trustee.  To the 
              extent a receipt of a transfer includes Participant loans, such 
              loans shall continue in effect subject to the terms and conditions
              in effect as of the date of the transfer or as otherwise agreed to
              by the Administrator.


                                      15
<PAGE>

5      EMPLOYER CONTRIBUTIONS

       5.1    Company Match Contributions

              (a)  Frequency and Eligibility.

                   Basic Contribution:  For each Plan Year, the Employer shall
                   make basic Company Match Contributions, as described in the
                   following Amount and Allocation Method paragraph, on behalf
                   of each Participant who contributed during the Plan Year and:

                   (1)  was an Eligible Employee on the last day of the Plan 
                        Year, and

                   (2)  was credited with at least 1,000 Hours of Service for 
                        the Plan Year.

                   Supplemental Contribution:  For each Plan Year, based on the 
                   Employer's profitability for the Fiscal Year which ends 
                   within the Plan Year, the Employer may make supplemental
                   Company Match Contributions as described in the following
                   Amount and Allocation Method paragraph, on behalf of each
                   Participant who was determined to be eligible to receive
                   basic Company Match Contributions for the Plan Year.

                   Special Incentive Contribution:  The Company may, in its 
                   sole discretion, authorize the Employer to make a special 
                   incentive Company Match Contribution as described in the 
                   following Amount and Allocation Method paragraph, as an 
                   incentive to designated Eligible Employees to commence 
                   making Pre-Tax Contributions.  Such special incentive 
                   Company Match Contributions shall be conditioned on the 
                   Eligible Employee making a Pre-Tax Contribution election 
                   during a designated period determined by the Company and 
                   may be subject to the same eligibility conditions that 
                   apply to basic Company Match Contributions described in 
                   (1) and (2) above.

              (b)  Amount and Allocation Method.

                   Basic Contribution:  The basic Company Match 
                   Contributions (including any Forfeiture Account amounts 
                   applied as basic Company Match Contributions in 
                   accordance with Section 8) for each Plan Year shall total 
                   25% of each eligible Participant's Pre-Tax Contributions 
                   for the Plan Year, provided that no basic Company Match 
                   Contributions (and Forfeiture Account amounts) shall be 
                   made based upon a Participant's Contributions in excess 
                   of 5% of his or her Pay.One-quarter of each such eligible 
                   Participant's basic Company Match Contribution for the 
                   Plan Year shall be designated as for deposit to his or 
                   her Company Match Cash Account and the remaining 
                   three-quarters of such eligible 

                                      16
<PAGE>

                   Participant's basic Company Match Contribution for 
                   the Plan Year shall be designated as for deposit to his or 
                   her Company Match Stock Account.  The Employer may change the
                   25% matching rate, the 5% of considered Pay and the ratio 
                   allocation between Company Match Cash and Company Match Stock
                   Accounts to any other percentages or ratio allocation, 
                   respectively, including 0% and zero, respectively, generally 
                   by notifying eligible Participants in sufficient time to 
                   adjust their Contribution elections prior to the start of 
                   the period for which the new percentages or ratio allocation 
                   apply.

                   Supplemental Contribution:  The supplemental Company Match
                   Contributions (including any Forfeiture Account amounts
                   applied as supplemental Company Match Contributions in
                   accordance with Section 8) for the Plan Year shall be in an
                   amount determined by the Employer.  Such supplemental Company
                   Match Contributions shall be allocated in proportion to each
                   eligible Participant's basic Company Match Contributions for
                   the Plan Year to the total of all such Contributions for the
                   Plan Year for all eligible Participants and allocated between
                   each eligible Participant's Company Match Cash and Company
                   Match Stock Accounts in the same ratio that basic Company
                   Match Contributions were allocated to such Accounts.

                   Special Incentive Contribution:  The special incentive 
                   Company Match Contributions (including any Forfeiture 
                   Account amounts applied as special incentive Company 
                   Match Contributions in accordance with Section 8) for 
                   each period shall be in an amount determined by the 
                   Company and allocated as a fixed dollar amount to each 
                   eligible Participant who commenced making Pre-Tax 
                   Contributions in accordance with a Pre-Tax Contribution 
                   election made during the period designated by the Company 
                   as eligible for the special incentive Company Match 
                   Contribution and allocated between each eligible 
                   Participant's Company Match Cash and Company Match Stock 
                   Accounts in the ratio directed by the Company.

              (c)  Timing, Medium and Posting.  The Employer shall make each 
                   period's Company Match Contribution in cash as soon as 
                   administratively feasible, and for purposes of deducting 
                   such Contribution, not later than the Employer's federal 
                   tax filing date, including extensions.  Such amounts 
                   shall be paid to the Trustee and posted to each 
                   Participant's Company Match Cash and Company Match Stock 
                   Accounts once the total Company Match Contribution 
                   received has been balanced against the specific amount to 
                   be credited to each Participant's Company Match Cash and 
                   Company Match Stock Accounts.


                                      17
<PAGE>

6      ACCOUNTING

       6.1    Individual Participant Accounting

              The Administrator shall maintain an individual set of Accounts 
              for each Participant in order to reflect transactions both by 
              type of Account and investment medium.  Financial transactions 
              shall be accounted for at the individual Account level by 
              posting each transaction to the appropriate Account of each 
              affected Participant. Participant Account values shall be 
              maintained in shares for the Investment Funds and in dollars 
              for the Sweep and Loan Accounts.  At any point in time, the 
              Account value shall be determined using the most recent Trade 
              Date values provided by the Trustee.

       6.2    Sweep Account is Transaction Account

              All transactions related to amounts being contributed to or 
              distributed from the Trust shall be posted to each affected 
              Participant's Sweep Account.  Any amount held in the Sweep 
              Account shall be credited with interest up until the date on 
              which it is removed from the Sweep Account.

       6.3    Trade Date Accounting and Investment Cycle

              Participant Account values shall be determined as of each 
              Trade Date.  For any transaction to be processed as of a Trade 
              Date, the Trustee must receive instructions for the 
              transaction by the Sweep Date.  Such instructions shall apply 
              to amounts held in the Account on that Sweep Date.  Financial 
              transactions of the Investment Funds shall be posted to 
              Participants' Accounts as of the Trade Date, based upon the 
              Trade Date values provided by the Trustee, and settled on the 
              Settlement Date.

       6.4    Accounting for Investment Funds

              Investments in each Investment Fund shall be maintained in 
              shares. The Trustee is responsible for determining the share 
              values of each Investment Fund as of each Trade Date.  To the 
              extent an Investment Fund is comprised of collective 
              investment funds offered by the Trustee or any other entity 
              authorized to offer collective investment funds, the share 
              values shall be determined in accordance with the rules 
              governing such collective investment funds, which are 
              incorporated herein by reference.  All other share values 
              shall be determined by the Trustee.  The share value of each 
              Investment Fund shall be based on the fair market value of its 
              underlying assets.

       6.5    Payment of Fees and Expenses

              Except to the extent Plan fees and expenses related to Account 
              maintenance, transaction and Investment Fund management and 
              maintenance, set forth below, are paid by the Employer 
              directly, or indirectly, through the Forfeiture Account as 
              directed by the Administrator, such fees and expenses shall be 
              paid as set forth below.


                                      18
<PAGE>

              (a)  Account Maintenance:  Account maintenance fees and 
                   expenses, may include but are not limited to, 
                   administrative, Trustee, government annual report 
                   preparation, audit, legal, nondiscrimination testing and 
                   fees for any other special services.  Account maintenance 
                   fees shall be charged to Participants on a per 
                   Participant basis provided that no fee shall reduce a 
                   Participant's Account balance below zero.

              (b)  Transaction: Transaction fees and expenses, may include 
                   but are not limited to, periodic installment payment, 
                   Investment Fund election change and loan fees.  
                   Transaction fees shall be charged to the Participant's 
                   Account involved in the transaction provided that no fee 
                   shall reduce a Participant's Account balance below zero.

              (c)  Investment Fund Management and Maintenance:  Management 
                   and maintenance fees and expenses related to the 
                   Investment Funds shall be charged at the Investment Fund 
                   level and reflected in the net gain or loss of each 
                   Investment Fund.

              The Company may determine that the Employers pay a lower portion 
              of the fees and expenses allocable to the Accounts of Participants
              who are no longer Employees or who are not Beneficiaries, unless 
              doing so would result in discrimination prohibited under Code 
              section 401(a)(4) or a significant detriment prohibited by Code 
              section 411(a)(11).  As of the Effective Date, a breakdown of 
              which Plan fees and expenses shall generally be borne by the Trust
              (and charged to individual Participants' Accounts or charged at 
              the Investment Fund level and reflected in the net gain or loss of
              each Investment Fund) and those that shall be paid by the Employer
              is set forth in Appendix B, which may be changed from time to time
              by the Company, in writing, without the necessity of amending the 
              Plan and Trust.

              The Trustee shall have the authority to pay any such fees and 
              expenses, which remain unpaid by the Employer for 60 days, from 
              the Trust.

       6.6    Accounting for Participant Loans

              Participant loans shall be held in a separate Loan Account of 
              the Participant and accounted for in dollars as an earmarked 
              asset of the borrowing Participant's Account.

       6.7    Error Correction

              The Administrator may correct any errors or omissions in the 
              administration of the Plan by restoring any Participant's 
              Account balance with the amount that would be credited to the 
              Account had no error or omission been made.  Funds necessary 
              for any such restoration shall be provided through payment 
              made by the Employer, or by the Trustee to the extent the 
              error or omission is attributable to actions or inactions of 
              the Trustee, or if the restoration involves an Account holding 
              amounts contributed by an Employer, the Administrator may 
              direct the Trustee to use amounts from the Forfeiture Account.


                                      19
<PAGE>

       6.8    Participant Statements

              The Administrator shall provide Participants with statements 
              of their Accounts as soon after the end of each quarter of the 
              Plan Year as administratively feasible.

       6.9    Special Accounting During Conversion Period

              The Administrator and Trustee may use any reasonable 
              accounting methods in performing their respective duties 
              during any Conversion Period.  This includes, but is not 
              limited to, the method for allocating net investment gains or 
              losses and the extent, if any, to which contributions received 
              by and distributions paid from the Trust during this period 
              share in such allocation.

       6.10   Accounts for Alternate Payees

              A separate Account shall be established for an Alternate Payee 
              entitled to any portion of a Participant's Account under a 
              QDRO as of the date and in accordance with the directions 
              specified in the QDRO.  In addition, a separate Account may be 
              established during the period of time the Administrator, a 
              court of competent jurisdiction or other appropriate person is 
              determining whether a domestic relations order qualifies as a 
              QDRO.  Such a separate Account shall be valued and accounted 
              for in the same manner as any other Account.

              (a)  Distributions Pursuant to QDROs.  If a QDRO so provides, 
                   the portion of a Participant's Account payable to an 
                   Alternate Payee may be distributed, in a form permissible 
                   under Section 11 and Code section 414(p), to the 
                   Alternate Payee at any time beginning as soon as 
                   practicable after the QDRO determination is made, 
                   regardless of whether the Participant is entitled to a 
                   distribution from the Plan at such time. The Alternate 
                   Payee shall be provided the notice prescribed by Code 
                   section 402(f).

              (b)  Participant Loans.  Except to the extent required by law, 
                   an Alternate Payee, on whose behalf a separate Account 
                   has been established, shall not be entitled to borrow 
                   from such Account. If a QDRO specifies that the Alternate 
                   Payee is entitled to any portion of the Account of a 
                   Participant who has an outstanding loan balance, all 
                   outstanding loans shall generally continue to be held in 
                   the Participant's Account and shall not be divided 
                   between the Participant's and Alternate Payee's Accounts.

              (c)  Investment Direction.  Where a separate Account has been 
                   established on behalf of an Alternate Payee and has not 
                   yet been distributed, the Alternate Payee may direct the 
                   investment of such Account in the same manner as if he or 
                   she were a Participant.


                                      20
<PAGE>

7      INVESTMENT FUNDS AND ELECTIONS

       7.1    Investment Funds

              Except for Participants' Sweep and Loan Accounts and any 
              unallocated funds invested in interest bearing deposits (which 
              may include interest bearing deposits of the Trustee) and/or 
              money market type assets or funds, pending allocation to 
              Participants' Accounts or disbursement to pay Plan fees and 
              expenses and the Forfeiture Account, the Trust shall be 
              maintained in various Investment Funds. The Administrator 
              shall select the Investment Funds offered to Participants and 
              may change the number or composition of the Investment Funds, 
              subject to the terms and conditions agreed to with the 
              Trustee.  As of the Effective Date, a list of the Investment 
              Funds offered under the Plan is set forth in Appendix A, which 
              may be changed from time to time by the Administrator, in 
              writing, and as agreed to by the Trustee, without the 
              necessity of amending the Plan and Trust.

              The Administrator may set a maximum percentage of the total 
              election that a Participant may direct into any specific 
              Investment Fund, which maximum, if any, as of the Effective 
              Date is set forth in Appendix A, which may be changed from 
              time to time by the Administrator, in writing, without the 
              necessity of amending the Plan and Trust.

       7.2    Responsibility for Investment Choice

              Each Participant shall direct the investment of all of his or 
              her Accounts except for his or her Company Match Stock Account 
              which shall be entirely invested in the Investment Fund 
              specified by the Administrator, which Investment Fund as of 
              the Effective Date is set forth in Appendix A. However, a 
              Participant may direct the investment of the balances in his 
              or her Company Match Stock Account. Future amounts deposited 
              to his or her Company Match Stock Account shall continue to be 
              entirely invested in the Investment Fund specified by the 
              Administrator, until otherwise directed by the Participant.

              Each Participant shall be solely responsible for the selection 
              of his or her Investment Fund choices.  No fiduciary with 
              respect to the Plan is empowered to advise a Participant as to 
              the manner in which his or her Accounts are to be invested, 
              and the fact that an Investment Fund is offered shall not be 
              construed to be a recommendation for investment.

              During any Conversion Period, Trust assets may be held in any 
              investment vehicle permitted by the Plan, as directed by the 
              Administrator, irrespective of prior Participant investment 
              elections.

       7.3    Investment Fund Elections

              A Participant shall provide his or her initial investment 
              election upon becoming a Participant and may change his or her 
              investment election at any time in accordance with procedures 
              established by the Administrator and the Trustee. 


                                      21
<PAGE>

              A Participant shall make his or her investment election in any 
              combination of one or any number of the Investment Funds 
              offered in accordance with the procedures established by the 
              Administrator and Trustee. Investment elections received by the 
              Trustee by the Sweep Date shall be effective on the following 
              Trade Date.

       7.4    Default if No Valid Investment Election

              The Administrator shall specify an Investment Fund for the 
              investment of that portion of a Participant's Account which is 
              not yet held in an Investment Fund and for which no valid 
              investment election is on file.  The Investment Fund specified 
              as of the Effective Date is set forth in Appendix A, which may 
              be changed from time to time by the Administrator, in writing, 
              without the necessity of amending the Plan and Trust.

       7.5    Investment Fund Election Change Fees

              A reasonable processing fee may be charged directly to a 
              Participant's Account for Investment Fund election changes in 
              excess of a specified number per year as determined by the 
              Administrator.


                                      22
<PAGE>

8      VESTING & FORFEITURES

       8.1    Fully Vested Accounts

              A Participant shall be fully vested in these Accounts at all 
              times:

                   Pre-Tax Account
                   Pre-Tax (Prior Employer) Account
                   Rollover Account

       8.2    Full Vesting Upon Certain Events

              A Participant's entire Account shall become fully vested once 
              he or she has attained his or her Normal Retirement Date while 
              an Employee or upon his or her terminating employment with all 
              Related Companies due to his or her death.

       8.3    Vesting Schedule

              In addition to the vesting provided above, a Participant's 
              Company Match Cash and Company Match Stock Accounts shall 
              become vested in accordance with the following schedule:

<TABLE>
<CAPTION>
                     YEARS OF VESTING                VESTED
                         SERVICE                   PERCENTAGE
                         -------                   ----------
                    <S>                               <C>
                       Less than 1                      0%
                    1 but less than 2                  25%
                    2 but less than 3                  50%
                    3 but less than 4                  75%
                        4 or more                     100%
</TABLE>

              If this vesting schedule is changed, the vested percentage for 
              each Participant shall not be less than his or her vested 
              percentage determined as of the last day prior to this change, 
              and for any Participant with at least three Years of Vesting 
              Service when the schedule is changed, his or her vested 
              percentage shall be determined using the more favorable 
              vesting schedule.

       8.4    Forfeitures of Non-Vested Account Balances

              A Terminated Participant shall forfeit his or her non-vested 
              Account balance as of the Settlement Date following the Sweep 
              Date on which he or she is determined to be a Terminated 
              Participant. Forfeitures from all Accounts subject to vesting 
              shall be transferred to and maintained in the Forfeiture 
              Account.

       8.5    Use of Forfeiture Account Amounts

              Forfeiture Account amounts shall be used to restore Accounts, 
              to pay Plan fees and expenses and to reduce future Company 
              Match Contributions to be made, as directed by the 
              Administrator.


                                      23
<PAGE>

       8.6    Rehired Employees

              (a)  Service Restoration.  If a former Employee again becomes 
                   an Employee, all Periods of Employment credited when his 
                   or her employment last terminated shall be counted in 
                   determining his or her vested interest.

              (b)  Account Restoration.  If a former Employee again becomes 
                   an Employee before he or she incurs a Break in Service, 
                   the amount forfeited after his or her employment last 
                   terminated shall be restored to his or her Account.  The 
                   restoration shall include the interest which would have 
                   been credited had such forfeiture been invested in the 
                   Sweep Account from the date forfeited until the date the 
                   restoration amount is restored.  The restoration amount 
                   shall come from the Forfeiture Account to the extent 
                   possible, and any additional amount needed shall be 
                   contributed by the Employer.  His or her vested interest 
                   in the restored Account shall then be equal to:

                              V% times (AB + D) - D

                   where:

                   V% = current vested percentage
                   AB = current Account balance
                   D  = amount previously distributed from Account


                                      24
<PAGE>

9      PARTICIPANT LOANS

       9.1    Participant Loans Permitted

              Loans to Participants and Beneficiaries are permitted pursuant 
              to the terms and conditions set forth in this Section, except 
              that a loan shall not be permitted to a Participant who is no 
              longer an Employee or to a Beneficiary, unless such Participant
              or Beneficiary is otherwise a party in interest (as defined in 
              ERISA section 3(14)).
     
       9.2    Loan Application, Note and Security

              A Participant shall apply for any loan in such manner and 
              with such advance notice as prescribed by the Administrator.  
              Each loan shall be evidenced by a promissory note, secured only 
              by the portion of the Participant's Account from which the loan 
              is made, and the Plan shall have a lien on this portion of his or 
              her Account.

       9.3    Spousal Consent

              A Participant is not required to obtain Spousal Consent in order 
              to use any portion of his or her Account as security for a loan 
              under the Plan.
              
       9.4    Loan Approval

              The Administrator, or the Trustee, if otherwise authorized by 
              the Administrator and agreed to by the Trustee, is responsible 
              for determining that a loan request conforms to the 
              requirements described in this Section and granting such 
              request.

       9.5    Loan Funding Limits, Account Sources and Funding Order

              The loan amount must meet all of the following limits as 
              determined as of the Sweep Date the loan is processed and shall 
              be funded from the Participant's Accounts as follows:

              (a)    Plan Minimum Limit.  The minimum amount for any loan is 
                     $500.

              (b)    Plan Maximum Limit, Account Sources and Funding 
                     Order. Subject to the legal limit described in (c) below,
                     the maximum a Participant may borrow, including the 
                     aggregate outstanding balances of existing Plan loans, is 
                     100% of the following of the Participant's Accounts which 
                     are fully vested in the priority order as follows:
                     
                                Pre-Tax Account
                                Pre-Tax (Prior Employer) Account
                                Rollover Account


                                      25
<PAGE>

              (c)    Legal Maximum Limit.  The maximum a Participant may 
                     borrow, including the aggregate outstanding balances of 
                     existing Plan loans, is 50% of his or her vested Account 
                     balance, not to exceed $50,000.  However, the $50,000 
                     maximum is reduced by the Participant's highest aggregate 
                     outstanding Plan loan balance during the 12-month period 
                     ending on the day before the Sweep Date as of which the 
                     loan is made.  For purposes of this paragraph, the 
                     qualified plans of all Related Companies shall be treated 
                     as though they are part of the Plan to the extent it would
                     decrease the maximum loan amount.
              
       9.6    Maximum Number of Loans

              A Participant may have a maximum of two loans outstanding at any 
              given time.

       9.7    Source and Timing of Loan Funding
              
              A loan to a Participant shall be made solely from his or her own 
              Account.  The available assets shall be determined first by 
              Account and then within each Account used for funding a loan, 
              amounts shall first be taken from the Sweep Account and then 
              taken by Investment Fund in direct proportion to the market 
              value of the Participant's interest in each Investment Fund as 
              of the Trade Date on which the loan is processed.

              The loan shall be funded on the Settlement Date following the 
              Trade Date as of which the loan is processed.  The Trustee shall 
              make payment to the Participant as soon thereafter as 
              administratively feasible.

       9.8    Interest Rate

              The interest rate charged on Participant loans shall be a fixed 
              reasonable rate of interest, determined from time to time by the 
              Administrator, which provides the Plan with a return 
              commensurate with the prevailing interest rate charged by 
              persons in the business of lending money for loans which would 
              be made under similar circumstances.  As of the Effective Date, 
              the interest rate is determined as set forth in Appendix C, 
              which may be changed from time to time by the Administrator, in 
              writing, without the necessity of amending the Plan and Trust.
              
       9.9    Loan Payment

              Substantially level amortization shall be required of each loan 
              with payments made at least monthly, generally through payroll 
              deduction. Loans may be prepaid in full or in part at any time.  
              The Participant may choose the loan repayment period, not to 
              exceed five years.
              
       9.10   Loan Payment Hierarchy

              Loan principal payments shall be credited to the Participant's 
              Accounts in the inverse of the order used to fund the loan.  
              Loan interest shall be credited to the Participant's Accounts in 
              direct proportion to the principal payment.  Loan 


                                      26
<PAGE>

              payments credited to Accounts for which the Participant directs 
              investment as described in Section 7 are credited to the 
              Investment Funds based upon the Participant's current investment 
              election for new Contributions. Loan payments credited to 
              Accounts for which the Participant does not direct investment as 
              described in Section 7 are credited to the Investment Funds 
              specified by the Administrator for such Accounts.
              
       9.11   Repayment Suspension

              The Administrator may agree to a suspension of loan payments for 
              up to three months for a Participant who is on a Leave of 
              Absence without pay.  During the suspension period, interest 
              shall continue to accrue on the outstanding loan balance.  At 
              the expiration of the suspension period all outstanding loan 
              payments and accrued interest thereon shall be due unless 
              otherwise agreed upon by the Administrator.
              
       9.12   Loan Default

              A loan is treated as in default if a scheduled loan payment is 
              not made at the time required.  A Participant shall then have a 
              grace period to cure the default before it becomes final.  Such 
              grace period shall be for a period that does not extend beyond 
              the last day of the calendar quarter following the calendar 
              quarter in which the scheduled loan payment was due or such 
              lesser or greater maximum period as may later be authorized by 
              Code section 72(p).

              In the event a default is not cured within the grace period, the 
              Administrator may direct the Trustee to report the outstanding 
              principal balance of the loan and accrued interest thereon as a 
              taxable distribution from the Plan to the Participant.  As soon 
              as a Plan withdrawal or distribution to such Participant would 
              otherwise be permitted, the Administrator may instruct the 
              Trustee to execute upon its security interest in the 
              Participant's Account by distributing the note to the 
              Participant.
              
       9.13   Call Feature

              The Administrator shall have the right to call any Participant 
              loan once a Participant's employment with all Related Companies 
              has terminated, unless he or she is otherwise a party in 
              interest (as defined in ERISA section 3(14)), or if the Plan is 
              terminated.



              
                                      27
<PAGE>

10   IN-SERVICE WITHDRAWALS

       10.1   In-Service Withdrawals Permitted

              In-service withdrawals to a Participant who is an Employee are 
              permitted pursuant to the terms and conditions set forth in this
              Section and pursuant to the terms and conditions set forth in 
              Section 11 with regard to an in-service withdrawal made in 
              accordance with a Participant's Required Beginning Date.
              
       10.2   In-Service Withdrawal Application and Notice
              
              A Participant shall apply for any in-service withdrawal in such 
              manner and with such advance notice as prescribed by the 
              Administrator.  The Participant shall be provided the notice 
              prescribed by Code section 402(f).

              Code sections 401(a)(11) and 417 do not apply to in-service 
              withdrawals under the Plan as described in this Section.  An 
              in-service withdrawal may commence less than 30 days after the 
              aforementioned notice is provided, if:

              (a)    the Participant is clearly informed that he or she 
                     has the right to a period of at least 30 days after receipt
                     of such notice to consider his or her option to elect or 
                     not elect a Direct Rollover for all or a portion, if any, 
                     of his or her in-service withdrawal which constitutes an 
                     Eligible Rollover Distribution; and

              (b)    the Participant after receiving such notice, 
                     affirmatively elects a Direct Rollover for all or a 
                     portion, if any, of his or her in-service withdrawal which 
                     constitutes an Eligible Rollover Distribution or 
                     alternatively elects to have all or a portion made payable 
                     directly to him or her, thereby not electing a Direct 
                     Rollover for all or a portion thereof.
              
       10.3   Spousal Consent

              A Participant is not required to obtain Spousal Consent in order 
              to receive an in-service withdrawal under the Plan.

       10.4   In-Service Withdrawal Approval

              The Administrator, or the Trustee, if otherwise authorized by 
              the Administrator and agreed to by the Trustee, is responsible 
              for determining whether an in-service withdrawal request 
              conforms to the requirements described in this Section and 
              granting such request.
              
       10.5   Payment Form and Medium

              The form of payment for an in-service withdrawal shall be a 
              single lump sum and payment shall be made in cash.  With regard 
              to the portion of an in-service withdrawal representing an 
              Eligible Rollover Distribution, a Participant may elect a Direct 
              Rollover for all or a portion of such amount.


              
                                      28
<PAGE>

       10.6   Source and Timing of In-Service Withdrawal Funding

              An in-service withdrawal to a Participant shall be made solely 
              from his or her own Account and shall be based on the Account 
              values as of the Trade Date the in-service withdrawal is 
              processed.  The available assets shall be determined first by 
              Account and then within each Account used for funding an 
              in-service withdrawal, amounts shall first be taken from the 
              Sweep Account and then taken by Investment Fund in direct 
              proportion to the market value of the Participant's interest in 
              each Investment Fund (which excludes his or her Loan Account 
              balance) as of the Trade Date on which the in-service withdrawal 
              is processed.
              
              The in-service withdrawal shall be funded on the Settlement Date 
              following the Trade Date as of which the in-service withdrawal 
              is processed.  The Trustee shall make payment to the Participant 
              or on behalf of the Participant as soon thereafter as 
              administratively feasible.
              
       10.7   Hardship Withdrawals

              (a)    Requirements.  A Participant who is an Employee may 
                     request the withdrawal of up to the amount necessary to 
                     satisfy a financial need including amounts necessary to 
                     pay any federal, state or local income taxes or 
                     penalties reasonably anticipated to result from the 
                     withdrawal.  Only requests for withdrawals (1) on 
                     account of a Participant's "Deemed Financial Need" and 
                     (2) which are "Deemed Necessary" to satisfy the 
                     financial need shall be approved.

              (b)    "Deemed Financial Need".  An immediate and heavy 
                     financial need relating to:
       
                     (1)    the payment of unreimbursed medical care 
                            expenses (described under Code section 213(d))
                            incurred (or to be incurred) by the Employee, his or
                            her spouse or dependents (as defined in Code section
                            152);
       
                     (2)    the purchase (excluding mortgage payments) of 
                            the Employee's principal residence;
                     
                     (3)    the payment of unreimbursed tuition, related 
                            educational fees and room and board for up to the 
                            next 12 months of post-secondary education for the
                            Employee, his or her spouse or dependents (as 
                            defined in Code section 152);
                     
                     (4)    the payment of funeral expenses of an 
                            Employee's family member;
                     
                     (5)    the payment of amounts necessary for the 
                            Employee to prevent losing his or her principal 
                            residence through eviction or foreclosure on the
                            mortgage; or

                                      29
<PAGE>

                     (6)    any other circumstance specifically permitted under
                            Code section 401(k)(2)(B)(i)(IV).

              (c)    "Deemed Necessary".  A withdrawal is "Deemed Necessary" 
                     to satisfy the financial need only if the withdrawal 
                     amount does not exceed the financial need and all of 
                     these conditions are met:

                     (1)    the Employee has obtained all possible 
                            withdrawals (other than hardship withdrawals) and 
                            nontaxable loans available from the Plan and all 
                            other plans maintained by Related Companies;

                     (2)    the Administrator shall suspend the Employee 
                            from making any contributions to the Plan and all 
                            other qualified and nonqualified plans of deferred 
                            compensation and all stock option or stock purchase 
                            plans maintained by Related Companies for 12 months 
                            from the date the withdrawal payment is made; and

                     (3)    the Administrator shall reduce the 
                            Contribution Dollar Limit for the Employee with 
                            regard to the Plan and all other plans maintained by
                            Related Companies for the calendar year next 
                            following the calendar year of the withdrawal by the
                            amount of the Employee's Pre-Tax Contributions for 
                            the calendar year of the withdrawal.

              (d)    Account Sources and Funding Order.  The withdrawal 
                     shall come from the following of the Participant's fully 
                     vested Accounts, in the priority order as follows:

                            Rollover Account
                            Pre-Tax (Prior Employer) Account
                            Pre-Tax Account

                     The amount that may be withdrawn from a Participant's 
                     Pre-Tax and Pre-Tax (Prior Employer) Accounts shall not 
                     include any amounts attributable to earnings.

              (e)    Minimum Amount.  There is no minimum amount for a hardship 
                     withdrawal.

              (f)    Permitted Frequency.  There is no restriction on the 
                     number of hardship withdrawals permitted to a Participant.

              (g)    Suspension from Further Contributions.  Upon making 
                     a hardship withdrawal, a Participant may not make 
                     additional Pre-Tax Contributions (or additional 
                     contributions to all other qualified and nonqualified plans
                     of deferred compensation and all stock option or stock 
                     purchase plans maintained by Related Companies) for a 
                     period of 12 months from the date the withdrawal payment is
                     made.

                                      30
<PAGE>

       10.8   Rollover Account Withdrawals

              (a)    Requirements.  A Participant who is an Employee may make a
                     Rollover Account withdrawal.

              (b)    Account Sources and Funding Order.  The withdrawal 
                     shall come from a Participant's Rollover Account.

              (c)    Minimum Amount.  There is no minimum amount for a 
                     Rollover Account withdrawal.

              (d)    Permitted Frequency.  The maximum number of Rollover 
                     Account withdrawals permitted to a Participant in any 
                     12-month period is one.

              (e)    Suspension from Further Contributions.  A Rollover 
                     Account withdrawal shall not affect a Participant's ability
                     to make or be eligible to receive further Contributions.

       10.9   Over Age 59 1/2 Withdrawals

              (a)    Requirements.  A Participant who is an Employee and 
                     over age 59 1/2 may make an Over Age 59 1/2 withdrawal.

              (b)    Account Sources and Funding Order.  The withdrawal 
                     shall come from the following of the Participant's fully 
                     vested Accounts, in the priority order as follows:

                     Rollover Account
                     Pre-Tax Account
                     Pre-Tax (Prior Employer) Account
                     Company Match Cash Account
                     Company Match Stock Account

              (c)    Minimum Amount. There is no minimum amount for an 
                     Over Age 59 1/2 withdrawal.

              (d)    Permitted Frequency.  There is no restriction on the 
                     number of Over Age 59 1/2 withdrawals permitted to a 
                     Participant.

              (e)    Suspension from Further Contributions.  An Over Age 
                     59 1/2 withdrawal shall not affect a Participant's ability
                     to make or be eligible to receive further Contributions.



                                      31
<PAGE>

11     DISTRIBUTIONS ONCE EMPLOYMENT ENDS OR BY REASON OF A PARTICIPANT'S
       REQUIRED BEGINNING DATE

       11.1   Benefit Information, Notices and Election

              A Participant, or his or her Beneficiary in the case of his or 
              her death, shall be provided with information regarding all 
              optional times and forms of distribution available under the 
              Plan, including the notices prescribed by Code sections 402(f) 
              and 411(a)(11). Subject to the other requirements of this 
              Section, a Participant, or his or her Beneficiary in the case of 
              his or her death, may elect, in such manner and with such 
              advance notice as prescribed by the Administrator, to have his 
              or her vested Account balance distributed beginning upon any 
              Settlement Date following the Participant's termination of 
              employment with all Related Companies and a reasonable period of 
              time during which the Administrator shall process, and inform 
              the Trustee of, the Participant's termination or, if earlier, at 
              the time of the Participant's Required Beginning Date.

              Notwithstanding the foregoing, if a Participant's termination of 
              employment with all Related Companies does not constitute a 
              separation from service for purposes of Code section 
              401(k)(2)(B)(i)(I) or otherwise constitute an event set forth 
              under Code section 401(k)(10)(A)(ii) or (iii) as described in 
              Section 19.3, the portion of a Participant's Account subject to 
              the distribution rules of Code section 401(k) may not be 
              distributed until such time as he or she separates from service 
              for purposes of Code section 401(k)(2)(B)(i)(I) or, if earlier, 
              upon such other event as described in Code section 401(k)(2)(B) 
              and as provided for in the Plan.

              A distribution may commence less than 30 days, but more than 
              seven days (if such distribution is one to which Code sections 
              401(a)(11) and 417 apply), after the aforementioned notices are 
              provided, if:

              (a)    the Participant is clearly informed that he or she 
                     has the right to a period of at least 30 days after receipt
                     of such notices to consider the decision as to whether to 
                     elect a distribution and if so to elect a particular form 
                     of distribution and to elect or not elect a Direct Rollover
                     for all or a portion, if any, of his or her distribution 
                     which constitutes an Eligible Rollover Distribution;

              (b)    the Participant after receiving such notices, 
                     affirmatively elects a distribution and a Direct Rollover 
                     for all or a portion, if any, of his or her distribution 
                     which constitutes an Eligible Rollover Distribution or 
                     alternatively elects to have all or a portion made payable 
                     directly to him or her, thereby not electing a Direct 
                     Rollover for all or a portion thereof; and

              (c)    if such distribution is one to which Code sections 
                     401(a)(11) and 417 apply, the Participant's election 
                     includes Spousal Consent.


                                      32



<PAGE>

     11.2   Spousal Consent

            A Participant is required to obtain Spousal Consent in order to 
            receive a distribution under the Plan if his or her Account 
            includes an Annuity Eligible Balance, he or she is eligible for 
            payment in the form of an annuity and he or she elects payment in 
            the form of an annuity.
            
     11.3   Payment Form and Medium

            Distributions shall be paid in the form of a single lump sum. 
            Notwithstanding the foregoing,  a Participant who is an Employee 
            may instead elect to be paid annually in a lump sum an amount 
            sufficient to comply with Code section 401(a)(9) with regard to a 
            distribution made by reason of his or her Required Beginning Date.
            
            Notwithstanding the foregoing, to preserve benefits protected by 
            Code section 411(d)(6), and subject to Section 11.12, a 
            Participant whose Account includes an Annuity Eligible Balance in 
            excess of $5,000, or that exceeded $5,000 at the time of any 
            prior in-service withdrawal or distribution, may elect to have 
            the portion of his or her benefit attributable to his or her 
            Annuity Eligible Balance paid in the form of a single life 
            annuity, a single life annuity with a 5-, 10- or 15-year period 
            certain, a single life annuity with a full cash refund or a joint 
            and 50% or 100% survivor annuity.
            
            Any annuity option permitted shall be provided through the 
            purchase of a non-transferable single premium contract from an 
            insurance company which must conform to the terms of the Plan and 
            which shall be distributed to the Participant or Beneficiary in 
            complete satisfaction of the benefit due.
            
            Distributions other than annuity contracts shall be made in cash 
            (except to the extent a distribution consists of a loan call as 
            described in Section 9) or  a Participant may elect that a lump 
            sum payment be made in the form of whole shares of Company Stock 
            and cash in lieu of fractional shares to the extent the 
            distribution consists of amounts from the Company Stock Fund.  
            With regard to the portion of a distribution representing an 
            Eligible Rollover Distribution, a Distributee may elect a Direct 
            Rollover for all or a portion of such amount.

     11.4   Distribution of Small Amounts

            If after a Participant's employment with all Related Companies 
            ends, the Participant's vested Account balance is $5,000 or less, 
            and if at the time of any prior in-service withdrawal or 
            distribution the Participant's vested Account balance did not 
            exceed $5,000, the Participant's benefit shall be paid as a 
            single lump sum as soon as administratively feasible in 
            accordance with procedures prescribed by the Administrator.


                                      33
<PAGE>

     11.5   Source and Timing of Distribution Funding

            A distribution to a Participant shall be made solely from his or 
            her own Account and shall be based on the Account values as of 
            the Trade Date the distribution is processed.  The available 
            assets shall be determined first by Account and then within each 
            Account used for funding a distribution, amounts shall first be 
            taken from the Sweep Account and then taken by Investment Fund in 
            direct proportion to the market value of the Participant's 
            interest in each Investment Fund as of the Trade Date on which 
            the distribution is processed.
            
            The distribution shall be funded on the Settlement Date following 
            the Trade Date as of which the distribution is processed.  The 
            Trustee shall make payment to the Participant or on behalf of the 
            Participant as soon thereafter as administratively feasible.

     11.6   Deemed Distribution

            For purposes of Section 8, if at the time a Participant is 
            determined to be a Terminated Participant, his or her vested 
            Account balance attributable to Accounts subject to vesting as 
            described in Section 8 is zero, his or her vested Account balance 
            shall be deemed distributed as of the Settlement Date following 
            the Sweep Date on which he or she is determined to be a 
            Terminated Participant.
            
     11.7   Latest Commencement Permitted

            In addition to any other Plan requirements and unless a 
            Participant elects otherwise, his or her benefit payments shall 
            begin not later than 60 days after the end of the Plan Year in 
            which he or she attains his or her Normal Retirement Date or 
            retires, whichever is later.  However, if the amount of the 
            payment or the location of the Participant (after a reasonable 
            search) cannot be ascertained by that deadline, payment shall be 
            made no later than 60 days after the earliest date on which such 
            amount or location is ascertained but in no event later than the 
            Participant's Required Beginning Date.  A Participant's failure 
            to elect in such manner as prescribed by the Administrator to 
            have his or her vested Account balance distributed, shall be 
            deemed an election by the Participant to defer his or her 
            distribution but in no event shall his or her benefit payments 
            commence later than his or her Required Beginning Date.
            
            With regard to a Participant who is an Employee and who commenced 
            benefit payments in accordance with Code section 401(a)(9) as in 
            effect prior to January 1, 1997, and who is not a 5% Owner, he or 
            she may, but is not required to, discontinue such benefit 
            payments until he or she is otherwise required to again commence 
            benefit payments in accordance with Code section 401(a)(9) as in 
            effect for calendar years commencing after December 31, 1996. A 
            Participant who elects to discontinue such benefit payments in 
            accordance with the preceding sentence shall thereby render his 
            or her existing payment election and, if applicable, any Spousal 
            Consent to such election, as 


                                      34
<PAGE>

            void and a new election including, if applicable, Spousal 
            Consent to such new election, shall be required subject to the 
            provisions of Section 11 at the time he or she is required to 
            again commence benefit payments in accordance with Code section
            401(a)(9) as in effect for calendar years commencing after 
            December 31, 1996.

            If benefit payments cannot begin at the time required because the 
            location of the Participant cannot be ascertained (after a 
            reasonable search), the Administrator may, at any time 
            thereafter, treat such person's Account as forfeited subject to 
            the provisions of Section 18.6.
            
     11.8   Payment Within Life Expectancy

            The Participant's payment election must be consistent with the 
            requirement of Code section 401(a)(9) that all payments are to be 
            completed within a period not to exceed the lives or the joint 
            and last survivor life expectancy of the Participant and his or 
            her Beneficiary.  The life expectancies of a Participant and his 
            or her Beneficiary may not be recomputed annually.

     11.9   Incidental Benefit Rule

            The Participant's payment election must be consistent with the 
            requirement that, if the Participant's spouse is not his or her 
            sole primary Beneficiary, the minimum annual distribution for 
            each calendar year, beginning with the calendar year preceding 
            the calendar year that includes the Participant's Required 
            Beginning Date, shall not be less than the quotient obtained by 
            dividing (a) the Participant's vested Account balance as of the 
            last Trade Date of the preceding year by (b) the applicable 
            divisor as determined under the incidental benefit requirements 
            of Code section 401(a)(9).

     11.10  Payment to Beneficiary

            Payment to a Beneficiary must be completed by the end of the 
            calendar year that contains the fifth anniversary of the 
            Participant's death, except that:
            
            (a)    If the Participant dies after his or her Required 
                   Beginning Date, payment to his or her Beneficiary must be 
                   made at least as rapidly as provided in the Participant's 
                   distribution election;

            (b)    If the surviving spouse is the Beneficiary, payments 
                   need not begin until the later of (i) the end of the 
                   calendar year that includes the first anniversary of the 
                   Participant's death, or (ii) the end of the calendar year in
                   which the Participant would have attained age 70 1/2 and must
                   be completed within the spouse's life or life expectancy; and
                   
            (c)    If the Participant and the surviving spouse who is 
                   the Beneficiary die (i) before the Participant's Required 
                   Beginning Date and (ii) before payments have begun to the 
                   spouse, the spouse shall be treated as the Participant in 
                   applying these rules.



                                      35
<PAGE>

     11.11  Beneficiary Designation

            Each Participant may complete a beneficiary designation form 
            indicating the Beneficiary who is to receive the Participant's 
            Account at the time of his or her death.  The designation may be 
            changed at any time.  However, a Participant's spouse shall be 
            the sole primary Beneficiary unless the designation includes 
            Spousal Consent for another Beneficiary.  If no proper 
            designation is in effect at the time of a Participant's death or 
            if the Beneficiary does not survive the Participant, the 
            Beneficiary shall be, in the order listed, the:
            
            (a)    Participant's surviving spouse, or

            (b)    Participant's estate.

     11.12  QJSA and QPSA Definitions, Information and Elections

            The following definitions, information and election rules shall 
            apply to any Participant whose Account includes an Annuity 
            Eligible Balance, who is eligible for payment in the form of 
            annuity and who elects payment in the form of an annuity and only 
            with regard to such Participant's Annuity Eligible Balance:
            
            (a)    Annuity Starting Date.  The first day of the first 
                   period for which an amount is payable as an annuity, or, in
                   the case of a benefit not payable in the form of an annuity, 
                   the first day on which all events have occurred which 
                   entitle the Participant to such benefit.  Such date shall be 
                   a date no earlier than the expiration of the seven-day 
                   period that commences the day after the information 
                   described in the QJSA Information to a Participant paragraph 
                   below is provided to the Participant.
            
            (b)    "QJSA".  A qualified joint and survivor annuity, 
                   meaning for a married Participant, a form of benefit payment 
                   which is the actuarial equivalent of the Participant's 
                   vested Account balance at the Annuity Starting Date, payable 
                   to the Participant in monthly payments for life and 
                   providing that, if the Participant's spouse survives him or 
                   her, monthly payments equal to 50% of the amount payable to 
                   the Participant during his or her lifetime shall be paid to 
                   the spouse for the remainder of such person's lifetime and 
                   for a single Participant, a form of benefit payment which is 
                   the actuarial equivalent of the Participant's vested Account 
                   balance at the Annuity Starting Date, payable to the 
                   Participant in monthly payments for life.
            
            (c)    "QPSA".  A qualified pre-retirement survivor annuity, 
                   meaning that upon the death of a Participant before the 
                   Annuity Starting Date, the vested portion of the 
                   Participant's Account becomes payable to the surviving 
                   spouse as a life annuity, except to the extent of any Loan 
                   Account balance, unless Spousal Consent has been given to a 
                   different Beneficiary or the surviving spouse chooses a 
                   different form of payment.



                                      36
<PAGE>

            (d)    QJSA Information to a Participant.  The Administrator 
                   shall provide each Participant a written explanation of (1) 
                   the terms and conditions of the QJSA, (2) the right to a 
                   period of at least 30 days after receipt of the written 
                   explanation to make an election to waive this form of 
                   payment and choose an optional form of payment and the 
                   effect of this election, (3) the right to revoke this 
                   election and the effect of this revocation, and (4) the need 
                   for Spousal Consent.

                   The Administrator shall provide such written explanation no
                   more than 90 days before the Annuity Starting Date.

            (e)    QJSA Election by Participant.  A Participant may 
                   elect, and such election shall include Spousal Consent if 
                   married, at any time within the 90 day period ending on the 
                   Annuity Starting Date to (1) waive the right to receive the 
                   QJSA and elect an optional form of payment, or (2) to revoke 
                   or change any such election.
                   
            (f)    QPSA Beneficiary Information to a Participant.  The 
                   Administrator shall provide each married Participant a 
                   written explanation stating (1) his or her death benefit is 
                   payable to his or her surviving spouse, (2) he or she may 
                   choose that the benefit be paid to a different Beneficiary, 
                   (3) he or she has the right to revoke or change a prior 
                   designation and the effects of such revocation or change, 
                   and (4) the need for Spousal Consent.
                   
                   The Administrator shall provide such written explanation no 
                   later than the later of (1) the end of the period beginning 
                   with the first day of the Plan Year in which the Participant 
                   attains age 32 and ending with the close of the Plan Year 
                   preceding the Plan Year in which the Participant attains age 
                   35, (2) the period beginning one year before and ending one 
                   year after a Participant becomes a Participant, (3) the 
                   period beginning one year before and ending one year after 
                   Code section 401(a)(11) first applies to the Participant, or 
                   (4) in the case of a Participant who terminates employment 
                   with all Related Companies before attaining age 35, the 
                   period beginning one year before and ending one year after 
                   his or her termination of employment with all Related 
                   Companies.
            
            (g)    QPSA Beneficiary Designation by a Participant.  A 
                   married Participant may designate, with Spousal Consent, a 
                   non-spouse Beneficiary at any time after the Participant has 
                   been given the information in the QPSA Beneficiary 
                   Information to a Participant paragraph above and upon the 
                   earlier of (1) the date the Participant is no longer an 
                   Employee, or (2) the beginning of the Plan Year in which the 
                   Participant attains age 35.
                   
            (h)    QPSA Information to a Surviving Spouse.  Each 
                   surviving spouse shall be given a written explanation of (1) 
                   the terms and conditions of being paid his or her Account 
                   balance in the form of a single life annuity, (2) the right 
                   to make an election to waive this form of payment and choose 
                   an optional form of payment and the effect of this election, 
                   and (3) the 


                                      37
<PAGE>


                   right to revoke this election and the effect of this 
                   revocation.
            
                  (i)    QPSA Election by Surviving Spouse.  A 
                         surviving spouse may elect, at any time up to the 
                         Annuity Starting Date, to (1) waive the right to 
                         receive a single life annuity and elect an optional
                         form of payment, or (2) revoke or change any such 
                         election. 




                                      38
<PAGE>

12   ADP AND ACP TESTS
            
     12.1   Contribution Limitation Definitions

            The following definitions are applicable to this Section 12 
            (where a definition is contained in both Sections 1 and 12, for
            purposes of Section 12 the Section 12 definition shall be 
            controlling):
            
            (a)    "ACP" or "Average Contribution Percentage".  The Average 
                   Percentage calculated using Contributions allocated to 
                   Participants as of a date within the Plan Year.
            
            (b)    "ACP Test".  The determination of whether the ACP is in 
                   compliance with the Basic or Alternative Limitation for a 
                   Plan Year (as defined in Section 12.2).

            (c)    "ADP" or "Average Deferral Percentage".  The Average 
                   Percentage calculated using Deferrals allocated to 
                   Participants as of a date within the Plan Year.

            (d)    "ADP Test".  The determination of whether the ADP is in 
                   compliance with the Basic or Alternative Limitation for a 
                   Plan Year (as defined in Section 12.2).
            
            (e)    "Average Percentage".  The average of the calculated 
                   percentages for Participants within the specified group.  
                   The calculated percentage refers to either the "Deferrals" 
                   or "Contributions" (as defined in this Section) made on 
                   each Participant's behalf for the Plan Year, divided by 
                   his or her Compensation.  (Pre-Tax Contributions to the 
                   Plan or comparable contributions to plans of Related 
                   Companies which must be refunded solely because they 
                   exceed the Contribution Dollar Limit are included in the 
                   percentage for the HCE Group but not for the NHCE Group.)
            
            (f)    "Contributions" (i) shall include Company Match 
                   Contributions and (ii) may include Pre-Tax Contributions, 
                   but with regard to (ii), only to the extent that (1) the 
                   Administrator elects to use them, (2) they are not used or 
                   counted in the ADP Test and (3) they otherwise satisfy the 
                   requirements as prescribed under Code section 401(m) 
                   permitting treatment as Contributions for purposes of the 
                   ACP Test.
            
            (g)    "Current Year Testing Method".  The use of the Plan Year's 
                   ADP for the Plan Year's NHCE Group for purposes of 
                   performing the Plan Year's ADP Test and/or the use of the 
                   Plan Year's ACP for the Plan Year's NHCE Group for 
                   purposes of performing the Plan Year's ACP Test.
            
            (h)    "Deferrals" shall include Pre-Tax Contributions.



                                      39
<PAGE>

            (i)    "HCE" or "Highly Compensated Employee".

                   For Plan Years commencing after December 31, 1996, with 
                   respect to all Related Companies, an Employee who (in 
                   accordance with Code section 414(q)):

                   (1)    Was a more than 5% Owner (within the meaning of
                          Code section 414(q)(2)) at any time during the Plan 
                          Year or the preceding Plan Year; or

                   (2)    Received Compensation during the preceding 
                          Plan Year in excess of $80,000 (as adjusted for such 
                          Year pursuant to Code sections 414(q)(1) and 415(d)) 
                          or, if the Company elects for such preceding Plan 
                          Year, "in excess of $80,000 (as adjusted for such 
                          Year pursuant to Code sections 414(q)(1) and 415(d)) 
                          and was a member of the "top-paid group" (within the 
                          meaning of Code section 414(q)(3)) for such 
                          preceding Plan Year" shall be substituted for the 
                          preceding reference to "in excess of $80,000 (as 
                          adjusted for such Year pursuant to Code sections 
                          414(q)(1) and 415(d))".

                    A former Employee shall be treated as an HCE if (1) such 
                    former Employee was an HCE when he or she separated from 
                    service, or (2) such former Employee was an HCE in service 
                    at any time after attaining age 55.
                         
                    The determination of who is an HCE and the determination of 
                    the number and identity of Employees in the top-paid group 
                    shall be made in accordance with Code section 414(q).
                                                    
            (j)    "HCE Group" and "NHCE Group".  With respect to 
                   all Related Companies, the respective group of HCEs and 
                   NHCEs who are eligible to have amounts contributed on 
                   their behalf for the respective Plan Year, including 
                   Employees who would be eligible but for their election 
                   not to participate or to contribute, or because their 
                   Pay is greater than zero but does not exceed a stated 
                   minimum.  For Plan Years commencing after December 31, 
                   1998, with respect to all Related Companies, if the 
                   Plan permits participation prior to an Eligible 
                   Employee's satisfaction of the minimum age and service 
                   requirements of Code section 410(a)(1)(A), Eligible 
                   Employees who have not met the minimum age and service 
                   requirements of Code section 410(a)(1)(A) may be 
                   excluded in the determination of the NHCE Group, but 
                   not in the determination of the HCE Group, for purposes 
                   of (i) the ADP Test, if Code section 410(b)(4)(B) is 
                   applied in determining whether the 401(k) portion of 
                   the Plan meets the requirements of Code section 410(b), 
                   or (ii) the ACP Test, if Code section 410(b)(4)(B) is 
                   applied in determining whether the 401(m) portion of 
                   the Plan meets the requirements of Code section 410(b).


                                      40


<PAGE>

                    (1)  If the Related Companies maintain two or more plans 
                         which are subject to the ADP or ACP Test and are 
                         considered as one plan for purposes of Code sections 
                         401(a)(4) or 410(b), all such plans shall be 
                         aggregated and treated as one plan for purposes of 
                         meeting the ADP and ACP Tests, provided that the 
                         plans may only be aggregated if they have the same 
                         plan year.

                    (2)  If an HCE is covered by more than one cash or 
                         deferred arrangement, or more than one arrangement 
                         permitting employee or matching contributions, 
                         maintained by the Related Companies, all such plans 
                         shall be aggregated and treated as one plan (other 
                         than those plans that may not be permissively 
                         aggregated) for purposes of calculating the separate 
                         percentage for the HCE which is used in the 
                         determination of the Average Percentage. For 
                         purposes of the preceding sentence, if such plans 
                         have different plan years, the plans are aggregated 
                         with respect to the plan years ending with or within 
                         the same calendar year.
   
             (k)    "Multiple Use Test".  The test described in Section 12.4 
                    which a Plan must meet where the Alternative Limitation 
                    (described in Section 12.2) is used to meet both the ADP 
                    and ACP Tests.

             (l)    "NHCE" or "Non-Highly Compensated Employee".  An Employee 
                    who is not an HCE.

             (m)    "Prior Year Testing Method".  The use of the preceding 
                    Plan Year's ADP for the preceding Plan Year's NHCE Group 
                    for purposes of performing the Plan Year's ADP Test 
                    and/or the use of the preceding Plan Year's ACP for the 
                    preceding Plan Year's NHCE Group for purposes of 
                    performing the Plan Year's ACP Test.

      12.2   ADP and ACP Tests
   
             For Plan Years commencing after December 31, 1996, for each Plan 
             Year, the Prior Year Testing Method shall be used and the ADP 
             and ACP for the HCE Group must meet either the Basic or 
             Alternative Limitation when compared to the respective preceding 
             Plan Year's ADP and ACP for the preceding Plan Year's NHCE 
             Group, defined as follows:

             (a)    Basic Limitation.  The HCE Group Average Percentage may 
                    not exceed 1.25 times the NHCE Group Average Percentage.

             (b)    Alternative Limitation.  The HCE Group Average Percentage 
                    is limited by reference to the NHCE Group Average 
                    Percentage as follows:

                                       41
<PAGE>

<TABLE>
<CAPTION>
                  IF THE NHCE GROUP                  THEN THE MAXIMUM HCE
                AVERAGE PERCENTAGE IS:            GROUP AVERAGE PERCENTAGE IS:
                ----------------------            ----------------------------
                    <S>                          <C>
                    Less than 2%                 2 times NHCE Group Average %
                      2% to 8%                   NHCE Group Average % plus 2%
                    More than 8%                 NA - Basic Limitation applies
</TABLE>

             Alternatively, the Company may elect to use the Current Year 
             Testing Method and the ADP and/or ACP for the HCE Group must 
             meet either the Basic or Alternative Limitation as defined above 
             when compared to the respective Plan Year's ADP and/or ACP for 
             the Plan Year's NHCE Group.  If a Current Year Testing Method 
             election is made, such election may not be changed except as 
             provided by the Code.
   
      12.3   Correction of ADP and ACP Tests

             For Plan Years commencing after December 31, 1996, for each Plan 
             Year, if the ADP or ACP Tests are not met, the Administrator 
             shall determine, no later than the end of the next Plan Year, a 
             maximum percentage to be used in place of the calculated 
             percentage for all HCEs that would reduce the ADP and/or ACP for 
             the HCE Group by a sufficient amount to meet the ADP and ACP 
             Tests.

             With regard to each HCE whose Deferral percentage and/or 
             Contribution percentage is in excess of the maximum percentage, 
             a dollar amount of excess Deferrals and/or excess Contributions 
             shall then be determined by (i) subtracting the product of such 
             maximum percentage for the ADP and the HCE's Compensation from 
             the HCE's actual Deferrals and (ii) subtracting the product of 
             such maximum percentage for the ACP and the HCE's Compensation 
             from the HCE's actual Contributions.  Such amounts shall then be 
             aggregated to determine the total dollar amount of excess 
             Deferrals and/or excess Contributions.  ADP and/or ACP 
             corrections shall be made in accordance with the leveling method 
             as described below.
   
             (a)    ADP Correction.  The HCE with the highest Deferral dollar 
                    amount shall have his or her Deferral dollar amount 
                    reduced in an amount equal to the lesser of the dollar 
                    amount of excess Deferrals for all HCEs or the dollar 
                    amount that would cause his or her Deferral dollar amount 
                    to equal that of the HCE with the next highest Deferral 
                    dollar amount.  The process shall be repeated until the 
                    total of the Deferral dollar amount reductions equals the 
                    dollar amount of excess Deferrals for all HCEs.

                    To the extent an HCE's Deferrals were determined to be 
                    reduced as described in the paragraph above, Pre-Tax 
                    Contributions shall, by the end of the next Plan Year, be 
                    refunded to the HCE, except that such amount to be 
                    refunded shall be reduced by Pre-Tax Contributions 
                    previously refunded because they exceeded the 
                    Contribution Dollar Limit. The excess amounts shall first 
                    be taken from unmatched Pre-Tax 

                                       42
<PAGE>

                    Contributions and then from matched Pre-Tax 
                    Contributions. Any Company Match Contributions 
                    attributable to refunded excess Pre-Tax Contributions as 
                    described in this Section, adjusted for investment gain 
                    or loss for the Plan Year to which the excess Pre-Tax 
                    Contributions relate, shall be forfeited and used as 
                    described in Section 8.
   
             (b)    ACP Correction.  The HCE with the highest Contribution 
                    dollar amount shall have his or her Contribution dollar 
                    amount reduced in an amount equal to the lesser of the 
                    dollar amount of excess Contributions for all HCEs or the 
                    dollar amount that would cause his or her Contribution 
                    dollar amount to equal that of the HCE with the next 
                    highest Contribution dollar amount.  The process shall be 
                    repeated until the total of the Contribution dollar 
                    amount reductions equals the dollar amount of excess 
                    Contributions for all HCEs.

                    To the extent an HCE's Contributions were determined to 
                    be reduced as described in the paragraph above, Company 
                    Match Contributions shall, by the end of the next Plan 
                    Year, be refunded to the HCE to the extent vested, and 
                    forfeited and used as described in Section 8 to the 
                    extent such amounts were not vested, as of the end of the 
                    Plan Year being tested.
   
             (c)    Investment Fund Sources.  Once the amount of excess 
                    Deferrals and/or Contributions is determined, within each 
                    Account from which amounts are refunded or forfeited, 
                    amounts shall first be taken from the Sweep Account and 
                    then taken by Investment Fund in direct proportion to the 
                    market value of the Participant's interest in each 
                    Investment Fund (which excludes his or her Loan Account 
                    balance) as of the Trade Date on which the correction is 
                    processed.
   
      12.4   Multiple Use Test
   
             If the Alternative Limitation (defined in Section 12.2) is used 
             to meet both the ADP and ACP Tests, the ADP and ACP for the HCE 
             Group must also comply with the requirements of Code section 
             401(m)(9). Such Code section requires that the sum of the ADP 
             and ACP for the HCE Group (as determined after any corrections 
             needed to meet the ADP and ACP Tests have been made) not exceed 
             the sum (which produces the most favorable result) of:
   
             (a)    the Basic Limitation (defined in Section 12.2) applied to 
                    either the ADP or ACP for the NHCE Group, and

             (b)    the Alternative Limitation applied to the other NHCE 
                    Group percentage.


                                       43
<PAGE>

      12.5   Correction of Multiple Use Test

             If the multiple use limit is exceeded, the Administrator shall 
             determine a maximum percentage to be used in place of the 
             calculated percentage for all HCEs that would reduce either or 
             both the ADP or ACP for the HCE Group by a sufficient amount to 
             meet the multiple use limit.  Any excess shall be corrected in 
             the same manner that excess Deferrals or Contributions are 
             corrected.

      12.6   Adjustment for Investment Gain or Loss
   
             Any excess Deferrals or Contributions to be refunded to a 
             Participant or forfeited in accordance with this Section 12 
             shall be adjusted for investment gain or loss.  Refunds or 
             forfeitures shall not include investment gain or loss for the 
             period between the end of the applicable Plan Year and the date 
             of distribution or forfeiture.

      12.7   Testing Responsibilities and Required Records
   
             The Administrator shall be responsible for ensuring that the 
             Plan meets the ADP Test, the ACP Test and the Multiple Use Test, 
             and that the Contribution Dollar Limit is not exceeded.  The 
             Administrator shall maintain records which are sufficient to 
             demonstrate that the ADP Test, the ACP Test and the Multiple Use 
             Test, have been met for each Plan Year for at least as long as 
             the Employer's corresponding tax year is open to audit.
   
      12.8   Separate Testing
      
             (a)    Multiple Employers:  The determination of HCEs, NHCEs, 
                    and the performance of the ADP Test, the ACP Test and the 
                    Multiple Use Test, and any corrective action resulting 
                    therefrom, shall be conducted separately with regard to 
                    the Employees of each Employer (and its Related 
                    Companies) that is not a Related Company with respect to 
                    the other Employer(s).
   
             (b)    Collective Bargaining Units:  The performance of the ADP 
                    Test, and if applicable, the ACP Test and the Multiple 
                    Use Test, and any corrective action resulting therefrom, 
                    shall be conducted separately with regard to Employees 
                    who are eligible to participate in the Plan as a result 
                    of a collective bargaining agreement.

             In addition, testing may be conducted separately, at the 
             discretion of the Administrator and to the extent permitted 
             under Treasury regulations, with regard to any group of 
             Employees for whom separate testing is permissible under such 
             regulations.

                                       44
<PAGE>

13   MAXIMUM CONTRIBUTION AND BENEFIT LIMITATIONS

     13.1    "Annual Addition" Defined

             The sum for a Plan Year of all (i) contributions (excluding 
             rollover contributions) and forfeitures allocated to the 
             Participant's Account and his or her account in all other 
             defined contribution plans maintained by any Related Company, 
             (ii) amounts allocated to the Participant's individual medical 
             account (within the meaning of Code section 415(l)(2)) which is 
             part of a defined benefit plan maintained by any Related 
             Company, and (iii) if the Participant is a key employee (within 
             the meaning of Code section 419A(d)(3)) for the applicable or 
             any prior Plan Year, amounts attributable to post-retirement 
             medical benefits allocated to his or her separate account under 
             a welfare benefit fund (within the meaning of Code section 
             419(e)) maintained by any Related Company.  The Plan Year refers 
             to the year to which the allocation pertains, regardless of when 
             it was allocated.  The Plan Year shall be the Code section 415 
             limitation year.

     13.2    Maximum Annual Addition

             A Participant's Annual Addition for any Plan Year shall not 
             exceed the lesser of (i) 25% of his or her Taxable Income or 
             (ii) $30,000 (as adjusted for cost of living increases pursuant 
             to Code section 415(d)); provided, however, that clause (i) 
             shall not apply to Annual Additions described in clauses (ii) 
             and (iii) of Section 13.1 and except that for Plan Years 
             commencing after December 31, 1997, "Compensation" shall be 
             substituted for the preceding reference to "Taxable Income".

     13.3    Avoiding an Excess Annual Addition

             If, at any time during a Plan Year, the allocation of any 
             additional Contributions would produce an excess Annual Addition 
             for such year, Contributions to be made for the remainder of the 
             Plan Year shall be limited to the amount needed for each 
             affected Participant to receive the maximum Annual Addition.

     13.4    Correcting an Excess Annual Addition

             Upon the discovery of an excess Annual Addition to a 
             Participant's Account (resulting from a reasonable error in 
             determining a Participant's compensation or the maximum 
             permissible amount of his or her elective deferrals (within the 
             meaning of Code section 402(g)(3)), or other facts and 
             circumstances acceptable to the Internal Revenue Service), the 
             excess amount (adjusted to reflect investment gains) shall first 
             be returned to the Participant to the extent of his or her 
             unmatched Pre-Tax Contributions and then to the extent of his or 
             her matched Pre-Tax Contributions (however to the extent Pre-Tax 
             Contributions were matched, the applicable Company Match 
             Contributions shall be forfeited in proportion to the returned 
             matched Pre-Tax Contributions) and the remaining excess, if any, 
             shall be forfeited by the Participant and together used as 
             described in Section 8. 

     13.5    Correcting a Multiple Plan Excess


                                       45
<PAGE>

             If a Participant, whose Account is credited with an excess 
             Annual Addition, received allocations to more than one defined 
             contribution plan, the excess shall be corrected by reducing the 
             Annual Addition to the Plan only after all possible reductions 
             have been made to the other defined contribution plans.

     13.6    "Defined Benefit Fraction" Defined

             The fraction, for any Plan Year, where the numerator is the 
             "projected annual benefit" and the denominator is the greater of 
             125% of the "protected current accrued benefit" or the normal 
             limit which is the lesser of (i) 125% of the dollar limitation 
             in effect under Code section 415(b)(1)(A) for the Plan Year or 
             (ii) 140% of the amount which may be taken into account under 
             Code section 415(b)(1)(B) for the Plan Year, where a 
             Participant's:

             (a)    "projected annual benefit" is the annual benefit provided 
                    by the plan determined pursuant to Code section 
                    415(e)(2)(A), and

             (b)    "protected current accrued benefit" in a defined benefit 
                    plan in existence (1) on July 1, 1982, shall be the 
                    accrued annual benefit provided for under Public Law 
                    97-248, section 235(g)(4), as amended, or (2) on May 6, 
                    1986, shall be the accrued annual benefit provided for 
                    under Public Law 99-514, section 1106(i)(3).

     13.7    "Defined Contribution Fraction" Defined

             The fraction where the numerator is the sum of the Participant's 
             Annual Addition for each Plan Year to date and the denominator 
             is the sum of the "annual amounts" for each year in which the 
             Participant has performed service with a Related Company.  The 
             "annual amount" for any Plan Year is the lesser of (i) 125% of 
             the dollar limitation in effect under Code section 415(c)(1)(A) 
             (determined without regard to subsection (c)(6)) for the Plan 
             Year or (ii) 140% of the amount which may be taken into account 
             under Code section 415(c)(1)(B) for the Plan Year, where:

             (a)    each Annual Addition is determined pursuant to the Code 
                    section 415(c) rules in effect for such Plan Year, and

             (b)    the numerator is adjusted pursuant to Public Law 97-248, 
                    section 235(g)(3), as amended, or Public Law 99-514, 
                    section 1106(i)(4).


                                       46
<PAGE>

     13.8    Combined Plan Limits and Correction

             The sum of a Participant's Defined Benefit Fraction and Defined 
             Contribution Fraction for any Plan Year may not exceed 1.0.  If 
             the combined fraction exceeds 1.0 for any Plan Year, the 
             Participant's benefit under any defined benefit plan (to the 
             extent it has not been distributed or used to purchase an 
             annuity contract) shall be limited so that the combined fraction 
             does not exceed 1.0 before any defined contribution limits shall 
             be enforced.

             For Plan Years commencing after December 31, 1999, the 
             provisions of the preceding paragraph shall no longer be 
             effective.


                                       47

<PAGE>

14   TOP HEAVY RULES

     14.1    Top Heavy Definitions

             When capitalized, the following words and phrases have the 
             following meanings when used in this Section:

             (a)    "Aggregation Group".  The group consisting of each 
                    qualified plan of the Related Companies (1) in which a 
                    Key Employee is a participant or was a participant during 
                    the determination period (regardless of whether such plan 
                    has terminated), or (2) which enables another plan in the 
                    group to meet the requirements of Code sections 401(a)(4) 
                    or 410(b).  The Administrator may also treat any other 
                    qualified plan of the Related Companies as part of the 
                    group if the resulting group would continue to meet the 
                    requirements of Code sections 401(a)(4) and 410(b) with 
                    such plan being taken into account.

             (b)    "Determination Date".  For any Plan Year, the last Trade 
                    Date of the preceding Plan Year or, in the case of the 
                    Plan's first Plan Year, the last Trade Date of that Plan 
                    Year.

             (c)    "Key Employee".  A current or former Employee (or his or 
                    her Beneficiary) who at any time during the five year 
                    period ending on the Determination Date was:

                    (1)  an officer of a Related Company whose Compensation 
                         (i) exceeds 50% of the amount in effect under Code 
                         section 415(b)(1)(A) and (ii) places him or her 
                         within the following highest paid group of officers:

<TABLE>
<CAPTION>
                      NUMBER OF EMPLOYEES                     NUMBER OF
                    NOT EXCLUDED UNDER CODE                  HIGHEST PAID
                       SECTION 414(q)(5)                   OFFICERS INCLUDED
                       -----------------                   -----------------
                         <S>                             <C>
                         Less than 30                             3
                           30 to 500                      10% of the number of
                                                         Employees not excluded
                                                          under Code section 
                                                              414(q)(5)
                        More than 500                             50
</TABLE>

                    (2)  a more than 5% Owner,

                    (3)  a more than 1% Owner whose Compensation exceeds 
                         $150,000, or


                                       48
<PAGE>

                    (4)  a more than 0.5% Owner who is among the 10 Employees 
                         owning the largest interest in a Related Company and 
                         whose Compensation exceeds the amount in effect 
                         under Code section 415(c)(1)(A).

             (d)    "Plan Benefit".  The sum as of the Determination Date of 
                    (1) an Employee's Account, (2) the present value of his 
                    or her other accrued benefits provided by all qualified 
                    plans within the Aggregation Group, and (3) the aggregate 
                    distributions made within the five year period ending on 
                    such Date.  For this purpose, the present value of the 
                    Employee's accrued benefit in a defined benefit plan 
                    shall be determined by the method that is used for 
                    benefit accrual purposes under all such plans maintained 
                    by the Related Companies or, if there is no such single 
                    method used under all such plans, as if the benefit 
                    accrues no more rapidly than the slowest rate permitted 
                    by the fractional accrual rule in Code section 
                    411(b)(1)(C).  Plan Benefits shall exclude rollover 
                    contributions and similar transfers made after December 
                    31, 1983 as provided in Code section 416(g)(4)(A).

             (e)    "Top Heavy".  The Plan's status when the Plan Benefits of 
                    Key Employees account for more than 60% of the Plan 
                    Benefits of all Employees who have performed services at 
                    any time during the five year period ending on the 
                    Determination Date.  The Plan Benefits of Employees who 
                    were, but are no longer, Key Employees (because they have 
                    not been an officer or Owner during the five year 
                    period), are excluded in the determination.

     14.2    Special Contributions

             (a)    Minimum Contribution Requirement.  For each Plan Year in 
                    which the Plan is Top Heavy, the Employer shall not allow 
                    any contributions (other than a Rollover Contribution 
                    from a plan maintained by a non Related Company) to be 
                    made by or on behalf of any Key Employee unless the 
                    Employer makes a contribution (other than contributions 
                    made by an Employer in accordance with a Participant's 
                    salary deferral election or contributions made by an 
                    Employer based upon the amount contributed by a 
                    Participant) on behalf of all Participants who were 
                    Eligible Employees as of the last day of the Plan Year in 
                    an amount equal to at least 3% of each such Participant's 
                    Taxable Income.

             (b)    Overriding Minimum Benefit.  Notwithstanding the 
                    foregoing, contributions shall be permitted on behalf of 
                    Key Employees if the Employer also maintains a defined 
                    benefit plan which automatically provides a benefit which 
                    satisfies the Code section 416(c)(1) minimum benefit 
                    requirements, including the adjustment provided in Code 
                    section 416(h)(2)(A), if applicable.  If the Plan is part 
                    of an Aggregation Group under which a Key Employee is 
                    receiving a benefit and no minimum contribution is 
                    provided under any other plan, a minimum contribution 


                                       49
<PAGE>

                    of at least 3% of Taxable Income shall be provided to the 
                    Participants specified in the preceding paragraph.  In 
                    addition, the Employer may offset a defined benefit 
                    minimum by contributions (other than contributions made 
                    by an Employer in accordance with a Participant's salary 
                    deferral election or contributions made by an Employer 
                    based upon the amount contributed by a Participant) made 
                    to the Plan.

     14.3    Adjustment to Combined Limits for Different Plans

             For each Plan Year in which the Plan is Top Heavy, 100% shall be 
             substituted for 125% in determining the Defined Benefit Fraction 
             and the Defined Contribution Fraction.  For Plan Years 
             commencing after December 31, 1999, the provisions of the 
             preceding sentence shall no longer be effective.


                                       50
<PAGE>

15   PLAN ADMINISTRATION

     15.1    Plan Delineates Authority and Responsibility

             Plan fiduciaries include the Company, the Administrator, the 
             Committee and/or the Trustee, as applicable, whose specific 
             duties are delineated in the Plan and Trust.  In addition, Plan 
             fiduciaries also include any other person to whom fiduciary 
             duties or responsibilities are delegated with respect to the 
             Plan.  Any person or group may serve in more than one fiduciary 
             capacity with respect to the Plan.  To the extent permitted 
             under ERISA section 405, no fiduciary shall be liable for a 
             breach by another fiduciary.

     15.2    Fiduciary Standards

             Each fiduciary shall:

             (a)    discharge his or her duties in accordance with the Plan 
                    and Trust to the extent they are consistent with ERISA;

             (b)    use that degree of care, skill, prudence and diligence 
                    that a prudent person acting in a like capacity and 
                    familiar with such matters would use in the conduct of an 
                    enterprise of a like character and with like aims;

             (c)    act with the exclusive purpose of providing benefits to 
                    Participants and their Beneficiaries, and defraying 
                    reasonable expenses of administering the Plan; and

             (d)    diversify Plan investments, to the extent such fiduciary 
                    is responsible for directing the investment of Plan 
                    assets, so as to minimize the risk of large losses, 
                    unless under the circumstances it is clearly prudent not 
                    to do so.

     15.3    Company is ERISA Plan Administrator

             The Company is the administrator of the Plan (within the meaning 
             of ERISA section 3(16)) and is responsible for compliance with 
             all reporting and disclosure requirements, except those that are 
             explicitly the responsibility of the Trustee under applicable 
             law. The Administrator and/or Committee shall have any necessary 
             authority to carry out such functions through the actions of the 
             Administrator, duly appointed officers of the Company and/or the 
             Committee.

     15.4    Administrator Duties

             The Administrator shall have the discretionary authority to 
             construe the Plan and Trust, other than the provisions which 
             relate to the Trustee, and to do all things necessary or 
             convenient to effect the intent and purposes thereof, 


                                       51
<PAGE>

             whether or not such powers are specifically set forth in the 
             Plan and Trust.  Actions taken in good faith by the 
             Administrator shall be conclusive and binding on all interested 
             parties, and shall be given the maximum possible deference 
             allowed by law.  In addition to the duties listed elsewhere in 
             the Plan and Trust, the Administrator's authority shall include, 
             but not be limited to, the discretionary authority to:

             (a)    determine who is eligible to participate, if a 
                    contribution qualifies as a rollover contribution, the 
                    allocation of Contributions, and the eligibility for 
                    loans, in-service withdrawals and distributions;

             (b)    provide each Participant with a summary plan description 
                    no later than 90 days after he or she has become a 
                    Participant (or such other period permitted under ERISA 
                    section 104(b)(1)), as well as informing each Participant 
                    of any material modification to the Plan in a timely 
                    manner;

             (c)    make a copy of the following documents available to 
                    Participants during normal work hours: the Plan and Trust 
                    (including subsequent amendments), all annual and interim 
                    reports of the Trustee related to the entire Plan, the 
                    latest annual report and the summary plan description;

             (d)    determine the fact of a Participant's death and of any 
                    Beneficiary's right to receive the deceased Participant's 
                    Account based upon such proof and evidence as it deems 
                    necessary;

             (e)    establish and review at least annually a funding policy 
                    bearing in mind both the short-run and long-run needs and 
                    goals of the Plan and to the extent Participants may 
                    direct their own investments, the funding policy shall 
                    focus on which Investment Funds are available for 
                    Participants to use; and

             (f)    adjudicate claims pursuant to the claims procedure 
                    described in Section 18.

     15.5    Advisors May be Retained

             The Administrator may retain such agents and advisors (including 
             attorneys, accountants, actuaries, consultants, record keepers, 
             investment counsel and administrative assistants) as it 
             considers necessary to assist it in the performance of its 
             duties.  The Administrator shall also comply with the bonding 
             requirements of ERISA section 412.

     15.6    Delegation of Administrator Duties

             The Company, as Administrator of the Plan, has appointed a 
             Committee to administer the Plan on its behalf.  The Company 
             shall provide the Trustee with the names and specimen signatures 
             of any persons authorized to serve as 


                                       52
<PAGE>

             Committee members and act as or on its behalf.  Any Committee 
             member appointed by the Company shall serve at the pleasure of 
             the Company, but may resign by written notice to the Company.  
             Any Committee member who is an Employee shall be deemed to 
             resign as a Committee member upon his or her termination of 
             employment with all Related Companies, unless expressly provided 
             to the contrary by written notice delivered to the Committee by 
             such Committee member.  Committee members shall serve without 
             compensation from the Plan for such services.  Except to the 
             extent that the Company otherwise provides, any delegation of 
             duties to the Committee shall carry with it the full 
             discretionary authority of the Administrator to complete such 
             duties.

     15.7    Committee Operating Rules

             (a)    Actions of Majority.  Any act delegated by the Company to 
                    the Committee may be done by a majority of its members.  
                    The majority may be expressed by a vote at a meeting or 
                    in writing without a meeting, and a majority action shall 
                    be equivalent to an action of all Committee members.

             (b)    Meetings.  The Committee shall hold meetings upon such 
                    notice, place and times as it determines necessary to 
                    conduct its functions properly.

             (c)    Reliance by Trustee.  The Committee may authorize one or 
                    more of its members to execute documents on its behalf 
                    and may authorize one or more of its members or other 
                    individuals who are not members to give written direction 
                    to the Trustee in the performance of its duties.  The 
                    Committee shall provide such authorization in writing to 
                    the Trustee with the name and specimen signatures of any 
                    person authorized to act on its behalf.  The Trustee 
                    shall accept such direction and rely upon it until 
                    notified in writing that the Committee has revoked the 
                    authorization to give such direction.  The Trustee shall 
                    not be deemed to be on notice of any change in the 
                    membership of the Committee, parties authorized to direct 
                    the Trustee in the performance of its duties, or the 
                    duties delegated to and by the Committee until notified 
                    in writing.


                                       53
<PAGE>

16   MANAGEMENT OF INVESTMENTS

     16.1    Trust Agreement

             All Plan assets shall be held by the Trustee in trust, in 
             accordance with those provisions of the Plan and Trust which 
             relate to the Trustee, for use in providing Plan benefits and 
             paying Plan fees and expenses not paid directly by the Employer. 
             Plan benefits shall be drawn solely from the Trust and paid by 
             the Trustee as directed by the Administrator. Notwithstanding 
             the foregoing, the Company may appoint, with the approval of the 
             Trustee, another trustee to hold and administer Plan assets 
             which do not meet the requirements of Section 16.2.

     16.2    Investment Funds

             The Administrator is hereby granted authority to direct the 
             Trustee to invest Trust assets in one or more Investment Funds.  
             The number and composition of Investment Funds may be changed 
             from time to time, without the necessity of amending the Plan 
             and Trust.  The Trustee may establish reasonable limits on the 
             number of Investment Funds as well as the acceptable assets for 
             any such Investment Fund. Each of the Investment Funds may be 
             comprised of any of the following:

             (a)    shares of a registered investment company, whether or not 
                    the Trustee or any of its affiliates is an advisor to, or 
                    other service provider to, such company;

             (b)    collective investment funds maintained by the Trustee, or 
                    any other fiduciary to the Plan, which are available for 
                    investment by trusts which are qualified under Code 
                    sections 401(a) and 501(a);

             (c)    individual equity and fixed income securities which are 
                    readily tradable on the open market;

             (d)    synthetic guaranteed investment contracts and guaranteed 
                    investment contracts issued by an insurance company 
                    and/or synthetic guaranteed investment contracts and bank 
                    investment contracts issued by a bank;

             (e)    interest bearing deposits (which may include interest 
                    bearing deposits of the Trustee); and

             (f)    Company Stock.

             Any Investment Fund assets invested in a collective investment 
             fund, shall be subject to all the provisions of the instruments 
             establishing and governing such fund.  These instruments, 
             including any subsequent amendments, are incorporated herein by 
             reference.


                                       54

<PAGE>

16.3   Authority to Hold Cash

       The Trustee shall have the authority to cause the investment manager 
       of each Investment Fund to maintain sufficient deposit or money market 
       type assets in each Investment Fund to handle the Investment Fund's 
       liquidity and disbursement needs.  Each Participant's and 
       Beneficiary's Sweep Account, which is used to hold assets pending 
       investment or disbursement, shall consist of interest bearing deposits 
       (which may include interest bearing deposits of the Trustee) and/or 
       money market type assets or funds.

16.4   Trustee to Act Upon Instructions

       The Trustee shall carry out instructions to invest assets in the 
       Investment Funds as soon as practicable after such instructions are 
       received from the Administrator, Participants or Beneficiaries. Such 
       instructions shall remain in effect until changed by the 
       Administrator, Participants or Beneficiaries.

16.5   Administrator Has Right to Vote Registered Investment Company Shares

       The Administrator shall be entitled to vote proxies or exercise any 
       shareholder rights relating to shares held on behalf of the Plan in a 
       registered investment company.  Notwithstanding the foregoing, the 
       authority to vote proxies and exercise shareholder rights related to 
       such shares held in a Custom Fund is vested as provided otherwise in 
       Section 16.

16.6   Custom Fund Investment Management

       The Administrator may designate, with the consent of the Trustee, an 
       investment manager for any Investment Fund established by the Trustee 
       solely for Participants of the Plan and, subject to Section 16.7, any 
       other qualified plan of the Company or a Related Company (a "Custom 
       Fund").  The investment manager may be the Administrator, Trustee or 
       an investment manager pursuant to ERISA section 3(38). The 
       Administrator shall advise the Trustee in writing of the appointment 
       of an investment manager and shall cause the investment manager to 
       acknowledge to the Trustee in writing that the investment manager is a 
       fiduciary to the Plan.

       A Custom Fund shall be subject to the following:

       (a)    Guidelines.  Written guidelines, acceptable to the Trustee,
              shall be established for a Custom Fund.  If a Custom Fund
              consists solely of collective investment funds or shares of a
              registered investment company (and sufficient deposit or money
              market type assets to handle the Custom Fund's liquidity and
              disbursement needs), its underlying instruments shall
              constitute the guidelines.

       (b)    Authority of Investment Manager.  The investment manager of a
              Custom Fund shall have the authority to vote or execute proxies,


                                       55
<PAGE>

              exercise shareholder rights, manage, acquire, and dispose of 
              Trust assets.  Notwithstanding the foregoing, if the Company 
              provides for a Company Stock Fund, the authority to vote 
              proxies and exercise shareholder rights related to shares of 
              Company Stock held in the Company Stock Fund is vested as 
              provided otherwise in Section 16.

       (c)    Custody and Trade Settlement.  Unless otherwise agreed to by 
              the Trustee, the Trustee shall maintain custody of all Custom 
              Fund assets and be responsible for the settlement of all Custom 
              Fund trades.  For purposes of this Section, shares of a 
              collective investment fund, shares of a registered investment 
              company and synthetic guaranteed investment contracts and 
              guaranteed investment contracts issued by an insurance company 
              and/or synthetic guaranteed investment contracts and bank 
              investment contracts issued by a bank, shall be regarded as the 
              Custom Fund assets instead of the underlying assets of such 
              instruments.

      (d)    Limited Liability of Co-Fiduciaries.  Neither the Administrator 
              nor the Trustee shall be obligated to invest or otherwise 
              manage any Custom Fund assets for which the Trustee or 
              Administrator is not the investment manager nor shall the 
              Administrator or Trustee be liable for acts or omissions with 
              regard to the investment of such assets except to the extent 
              required by ERISA.

16.7   Master Custom Fund

       The Trustee may establish, at the direction of the Administrator, a 
       single Custom Fund (the "Master Custom Fund"), for the benefit of the 
       Plan and any other qualified plan of the Company or a Related Company 
       for which the Trustee acts as trustee pursuant to a plan and trust 
       document that contains a provision substantially identical to this 
       provision.  The assets of the Plan, to the extent invested in the 
       Master Custom Fund, shall consist only of that percentage of the 
       assets of the Master Custom Fund represented by the shares held by the 
       Plan.

16.8   Authority to Segregate Assets

       The Administrator may direct the Trustee to split an Investment Fund 
       into two or more funds in the event any assets in the Investment Fund 
       are illiquid or the value is not readily determinable.  In the event 
       of such segregation, the Administrator shall give instructions to the 
       Trustee on what value to use for the split-off assets, and the Trustee 
       shall not be responsible for confirming such value.

16.9   Maximum Permitted Investment in Company Stock

       If the Company provides for a Company Stock Fund, directly or through 
       a Master Custom Fund, the Company Stock Fund shall be comprised of 
       Company 


                                       56
<PAGE>

       Stock and sufficient deposit or money market type assets to 
       handle the Company Stock Fund's liquidity and disbursement needs. The 
       Company Stock Fund may be as large as necessary to comply with 
       Participants' and Beneficiaries' investment elections as well the 
       total investment of Participants' and Beneficiaries' Company Match 
       Stock Accounts, to the extent such Accounts are not otherwise invested 
       in accordance in with Section 7.

16.10  Participants Have Right to Vote and Tender Company Stock

       Each Participant or Beneficiary shall be entitled to instruct the 
       Trustee as to the voting or tendering of any full or partial shares of 
       Company Stock held on his or her behalf in the Company Stock Fund.  
       Prior to such voting or tendering of Company Stock, each Participant 
       or Beneficiary shall receive a copy of the proxy solicitation or other 
       material relating to such vote or tender decision and a form for the 
       Participant or Beneficiary to complete which confidentially instructs 
       the Trustee to vote or tender such shares in the manner indicated by 
       the Participant or Beneficiary. Upon receipt of such instructions, the 
       Trustee shall act with respect to such shares as instructed.

       With regard to shares for which the Trustee receives no voting or 
       tendering instructions from Participants or Beneficiaries, the 
       Administrator shall instruct the Trustee with respect to how to vote 
       or tender such shares and the Trustee shall act with respect to such 
       shares as instructed.

16.11  Registration and Disclosure for Company Stock

       The Administrator shall be responsible for determining the 
       applicability (and, if applicable, complying with) to the Plan of the 
       requirements of the Securities Act of 1933, as amended, and any 
       applicable state securities laws.  The Administrator shall also 
       specify what restrictive legend or transfer restriction, if any, is 
       required to be set forth on the certificates of Company Stock 
       transferred from the Plan to a Participant and the procedure to be 
       followed by the Trustee to effectuate a transfer or resale of Company 
       Stock. 











                                       57
<PAGE>

17   TRUST ADMINISTRATION

     17.1   Trustee to Construe Trust

            The Trustee shall have the discretionary authority to construe 
            those provisions of the Plan and Trust which relate to the 
            Trustee and to do all things necessary or convenient to the 
            administration of the Trust, whether or not such powers are 
            specifically set forth in the Plan and Trust.  Actions taken in 
            good faith by the Trustee shall be conclusive and binding on all 
            interested parties, and shall be given the maximum possible 
            deference allowed by law.

     17.2   Trustee To Act As Owner of Trust Assets

            Subject to the specific conditions and limitations set forth in 
            the Plan and Trust, the Trustee shall have all the power, 
            authority, rights and privileges of an absolute owner of the 
            Trust assets and, not in limitation but in amplification of the 
            foregoing, may:

            (a)    receive, hold, manage, invest and reinvest, sell, tender,
                   exchange, dispose of, encumber, hypothecate, pledge,
                   mortgage, lease, grant options respecting, repair, alter,
                   insure, or distribute any and all property in the Trust;

            (b)    borrow money, participate in reorganizations, pay calls 
                   and assessments, vote or execute proxies, exercise 
                   subscription or conversion privileges, exercise options 
                   and register any securities in the Trust in the name of 
                   the nominee, in federal book entry form or in any other 
                   form as shall permit title thereto to pass by delivery;

            (c)    renew, extend the due date, compromise, arbitrate, adjust, 
                   settle, enforce or foreclose, by judicial proceedings or 
                   otherwise, or defend against the same, any obligations or 
                   claims in favor of or against the Trust; and

            (d)    lend, through a collective investment fund, any securities 
                   held in such collective investment fund to brokers, 
                   dealers or other borrowers and to permit such securities 
                   to be transferred into the name and custody and be voted 
                   by the borrower or others.

17.3   United States Indicia of Ownership

       The Trustee shall not maintain the indicia of ownership of any Trust 
       assets outside the jurisdiction of the district courts of the United 
       States, except as authorized under ERISA section 404(b).


                                       58
<PAGE>

17.3   Tax Withholding and Payment

       (a)    Withholding.  The Trustee shall calculate and withhold federal 
              (and, if applicable, state) income taxes with regard to any 
              Eligible Rollover Distribution that is not paid as a Direct 
              Rollover in accordance with the Participant's withholding 
              election or as required by law if no election is made or the 
              election is less than the amount required by law. With regard 
              to any taxable distribution that is not an Eligible Rollover 
              Distribution, the Trustee shall calculate and withhold federal 
              (and, if applicable, state) income taxes in accordance with the 
              Participant's withholding election or as required by law if no 
              election is made.

       (b)    Taxes Due From Investment Funds.  The Trustee shall pay from 
              the Investment Fund any taxes or assessments imposed by any 
              taxing or governmental authority on such Investment Fund or its 
              income, including related interest and penalties.

17.5   Trust Accounting

       (a)    Annual Report.  Within 60 days (or other reasonable period) 
              following the close of the Plan Year, the Trustee shall provide 
              the Administrator with an annual accounting of Trust assets and 
              information to assist the Administrator in meeting ERISA's 
              annual reporting and audit requirements.

       (b)    Periodic Reports.  The Trustee shall maintain records and 
              provide sufficient reporting to allow the Administrator to 
              monitor the Trust's assets and activity.

       (c)    Administrator Approval.  Approval of any Trustee accounting 
              shall automatically occur 90 days after such accounting has 
              been received by the Administrator, unless the Administrator 
              files a written objection with the Trustee within such time 
              period.  Such approval shall be final as to all matters and 
              transactions stated or shown therein and binding upon the 
              Administrator.

17.6   Valuation of Certain Assets

       If the Trustee determines that the Trust holds any asset which is not 
       readily tradable and listed on a national securities exchange 
       registered under the Securities Exchange Act of 1934, as amended, the 
       Trustee may engage a qualified independent appraiser to determine the 
       fair market value of such property, and the appraisal fees shall be 
       paid from the Investment Fund containing the asset. 


                                       59
<PAGE>

17.7   Legal Counsel

       The Trustee may consult with legal counsel of its choice, including 
       counsel for the Employer or other counsel selected by the Trustee, 
       upon any question or matter arising under the Plan and Trust.  When 
       relied upon by the Trustee, the opinion of such counsel shall be 
       evidence that the Trustee has acted in good faith.

17.8   Fees and Expenses

       The Trustee's fees for its services as Trustee shall be such as may be 
       mutually agreed upon by the Company and the Trustee.  Trustee fees and 
       all reasonable expenses of counsel and advisors retained by the 
       Trustee shall be paid in accordance with Section 6 provided however, 
       that the Trustee has consulted with the Company before incurring fees 
       and expenses for such counsel and advisors.

17.9   Trustee Duties and Limitations

       The Trustee's duties, unless otherwise agreed to by the Trustee, shall 
       be confined to construing the terms of the Plan and Trust as they 
       relate to the Trustee, receiving funds on behalf of and making 
       payments from the Trust, safeguarding and valuing Trust assets, 
       investing and reinvesting Trust assets in the Investment Funds as 
       directed by the Administrator, Participants or Beneficiaries, and 
       those duties as described in this Section 17.

       The Trustee shall have no duty or authority to ascertain whether 
       Contributions are in compliance with the Plan, to enforce collection 
       or to compute or verify the accuracy or adequacy of any amount to be 
       paid to it by the Employer.  The Trustee shall not be liable for the 
       proper application of any part of the Trust with respect to any 
       disbursement made at the direction of the Administrator. 


                                       60
<PAGE>

18   RIGHTS, PROTECTION, CONSTRUCTION AND JURISDICTION

     18.1   Plan Does Not Affect Employment Rights

            The Plan does not provide any employment rights to any Employee. 
            The Employer expressly reserves the right to discharge an 
            Employee at any time, with or without cause, without regard to 
            the effect such discharge would have upon the Employee's Account 
            in the Plan.

     18.2   Compliance With USERRA

            Notwithstanding any provision of the Plan to the contrary, with 
            regard to an Employee who after serving in the uniformed services 
            is reemployed on or after December 12, 1994, within the time 
            required by USERRA, contributions shall be made and benefits and 
            service credit shall be provided under the Plan with respect to 
            his or her qualified military service (as defined in Code section 
            414(u)(5)) in accordance with Code section 414(u). Furthermore, 
            notwithstanding any provision of the Plan to the contrary, 
            Participant loan payments may be suspended during a period of 
            qualified military service.

18.3   Limited Return of Contributions

            Except as provided in this Section 18.3, (i) Plan assets shall 
            not revert to the Employer nor be diverted to any purpose other 
            than the exclusive benefit of Participants and Beneficiaries and 
            defraying reasonable expenses of administering the Plan; and (ii) 
            a Participant's vested interest shall not be subject to 
            divestment. As provided in ERISA section 403(c)(2), the actual 
            amount of a Contribution or portion thereof made by the Employer 
            (or the current value of such if a net loss has occurred) may 
            revert to the Employer if:

           (a)    such Contribution or portion thereof is made by reason of a
                  mistake of fact; or

           (b)    such Contribution or portion thereof is not deductible under
                  Code section 404 (such Contributions are hereby conditioned
                  upon such deductibility) in the taxable year of the Employer
                  for which the Contribution is made.

           The reversion to the Employer must be made (if at all) within one
           year of the mistaken payment or the date of disallowance of
           deduction, as the case may be.  A Participant shall have no rights
           under the Plan with respect to any such reversion.


                                       61
<PAGE>

18.4   Assignment and Alienation

       As provided by Code section 401(a)(13) and to the extent not
       otherwise required by law, no benefit provided by the Plan may be
       anticipated, assigned or alienated at anytime for any reason,
       except:

       (a)    to create, assign or recognize a right to any benefit with
              respect to a Participant pursuant to a QDRO; or

       (b)    to use a Participant's vested Account balance as security for
              a loan from the Plan which is permitted pursuant to Code
              section 4975.

18.5   Facility of Payment

       If a Plan benefit is due to be paid to a minor or if the Administrator 
       reasonably believes that any payee is legally incapable of receiving 
       any payment due him or her, the Administrator shall have the payment 
       of the benefit, or any part thereof, made to the person (or persons or 
       institution) whom it reasonably believes is caring for or supporting 
       the payee, unless it has received due notice of claim therefor from a 
       duly appointed guardian or conservator of the payee.  Any payment 
       shall to the extent thereof, be a complete discharge of any liability 
       under the Plan to the payee.

18.6   Reallocation of Lost Participant's Accounts

       If the Administrator cannot locate a person entitled to payment of a 
       Plan benefit after a reasonable search, the Administrator may at any 
       time thereafter treat such person's Account as forfeited and use such 
       amount as described in Section 8.  If such person subsequently 
       presents the Administrator with a valid claim for the benefit, such 
       person shall be paid the amount treated as forfeited, plus the 
       interest that would have been earned in the Sweep Account to the date 
       of determination.  The Administrator shall pay the amount through an 
       additional amount contributed by the Employer or direct the Trustee to 
       pay the amount from the Forfeiture Account.

18.7   Suspension of Certain Plan Provisions During Conversion Period

       Notwithstanding any provision of the Plan to the contrary, during any 
       Conversion Period, in accordance with procedures established by the 
       Administrator and the Trustee, the Administrator may temporarily 
       suspend, in whole or in part, certain provisions under the Plan, which 
       may include, but are not limited to, a Participant's right to change 
       his or her Contribution election, a Participant's right to change his 
       or her investment election and a Participant's right to borrow or 
       withdraw from his or her Account or obtain a distribution from his or 
       her Account.


                                       62
<PAGE>

     18.8   Suspension of Certain Plan Provisions During Other Periods

            Notwithstanding any provision of the Plan to the contrary, in 
            accordance with procedures established by the Administrator and 
            the Trustee, the Administrator may temporarily suspend a 
            Participant's right to borrow or withdraw from his or her Account 
            or obtain a distribution from his or her Account, if (i) the 
            Administrator receives a domestic relations order and the 
            Participant's Account is a source of the payment for such 
            domestic relations order, or (ii) if the Administrator receives 
            notice that a domestic relations order is being sought by the 
            Participant, his or her spouse, former spouse, child or other 
            dependent (as defined in Code section 152) and the Participant's 
            Account is a source of the payment for such domestic relations 
            order.  Such suspension may continue for a reasonable period of 
            time (as determined by the Administrator) which may include the 
            period of time the Administrator, a court of competent 
            jurisdiction or other appropriate person is determining whether 
            the domestic relations order qualifies as a QDRO.

     18.9   Claims Procedure

            (a)   Right to Make Claim.  An interested party who disagrees 
                  with the Administrator's determination of his or her right 
                  to Plan benefits, or any other matter involving the Plan, 
                  must submit a written claim and exhaust this claim 
                  procedure before legal recourse of any type is sought.  The 
                  claim must include the issues the interested party believes 
                  support the claim.  The Administrator, pursuant to the 
                  authority provided in the Plan, shall either approve or 
                  deny the claim.

            (b)   Process for Denying a Claim.  The Administrator's partial 
                  or complete denial of an initial claim must include an 
                  understandable, written response covering (1) the specific 
                  reasons why the claim is being denied (with reference to 
                  the pertinent Plan provisions) and (2) the steps necessary 
                  to perfect the claim and obtain a final review.

            (c)   Appeal of Denial and Final Review.  The interested party 
                  may make a written appeal of the Administrator's initial 
                  decision, and the Administrator shall respond in the same 
                  manner and form as prescribed for denying a claim initially.

            (d)   Time Frame.  The initial claim, its review, appeal and 
                  final review shall be made in a timely fashion, subject to 
                  the following time table:

<TABLE>
<CAPTION>
                                                               Days to Respond
                  Action                                       From Last Action
                  ------                                       ----------------
                  <S>                                          <C>
                  Administrator determines benefit                           NA
                  Interested party files initial request                60 days
                  Administrator's initial decision                      90 days
                  Interested party requests final review                60 days
                  Administrator's final decision                        60 days
</TABLE>


                                     63
<PAGE>

                    However, the Administrator may take up to twice the 
                    maximum response time for its initial and final review if 
                    it provides an explanation within the normal period of 
                    why an extension is needed and when its decision shall be 
                    forthcoming.

     18.10  Construction

            Headings are included for reading convenience.  The text shall 
            control if any ambiguity or inconsistency exists between the 
            headings and the text.  The singular and plural shall be 
            interchanged wherever appropriate.  References to Participant 
            shall include Alternate Payee and/or Beneficiary when appropriate 
            and even if not otherwise already expressly stated.

     18.11  Jurisdiction and Severability

            The Plan and Trust shall be construed, regulated and administered 
            under ERISA and other applicable federal laws and, where not 
            otherwise preempted, by the laws of the State of New Jersey with 
            respect to issues affecting the Trustee's responsibilities and by 
            the laws of the State of Texas with respect to all other matters. 
            If any provision of the Plan and Trust is or becomes invalid or 
            otherwise unenforceable, that fact shall not affect the validity 
            or enforceability of any other provision of the Plan and Trust.  
            All provisions of the Plan and Trust shall be so construed as to 
            render them valid and enforceable in accordance with their intent.

     18.12  Indemnification by Employer

            The Employers hereby agree to indemnify all Plan fiduciaries 
            against any and all liabilities resulting from any action or 
            inaction (including a Plan termination in which the Company fails 
            to apply for a favorable determination from the Internal Revenue 
            Service with respect to the qualification of the Plan upon its 
            termination) in relation to the Plan or Trust (i) including 
            (without limitation) expenses reasonably incurred in the defense 
            of any claim relating to the Plan or its assets, and amounts paid 
            in any settlement relating to the Plan or its assets, provided 
            the terms of such settlement are approved in advance by the 
            indemnifying Employers, but (ii) excluding liability resulting 
            from actions or inactions made in bad faith, or resulting from 
            the negligence or willful misconduct of the Trustee.  The 
            Employers shall have the right, but not the obligation, to 
            conduct the defense of any action to which this Section applies.  
            The Plan fiduciaries are not entitled to indemnity from the Plan 
            assets relating to any such action.


                                     64
<PAGE>

19   AMENDMENT, MERGER, DIVESTITURES AND TERMINATION

     19.1   Amendment

            The Company reserves the right to amend the Plan and Trust at any 
            time, to any extent and in any manner it may deem necessary or 
            appropriate.  The Company (and not the Trustee) shall be 
            responsible for adopting any amendments necessary to maintain the 
            qualified status of the Plan and Trust under Code sections 401(a) 
            and 501(a). If the Committee is acting as the Administrator in 
            accordance with Section 15.6, it shall have the authority to 
            adopt Plan and Trust amendments which have no substantial adverse 
            financial impact upon any Employer or the Plan.  All interested 
            parties shall be bound by any amendment, provided that no 
            amendment shall:

            (a)   become effective unless it has been adopted in accordance 
                  with the procedures set forth in Section 19.5;

            (b)   except to the extent permissible under ERISA and the Code, 
                  make it possible for any portion of the Trust assets to 
                  revert to an Employer or to be used for, or diverted to, 
                  any purpose other than for the exclusive benefit of 
                  Participants and Beneficiaries entitled to Plan benefits 
                  and to defray reasonable expenses of administering the Plan;

            (c)   decrease the rights of any Participant to benefits accrued 
                  (including the elimination of optional forms of benefits) 
                  to the date on which the amendment is adopted, or if later, 
                  the date upon which the amendment becomes effective, except 
                  to the extent permitted under ERISA and the Code; nor

            (d)   permit a Participant to be paid any portion of his or her 
                  Account subject to the distribution rules of Code section 
                  401(k) unless the payment would otherwise be permitted 
                  under Code section 401(k).

     19.2   Merger

            The Plan and Trust may not be merged or consolidated with, nor 
            may its assets or liabilities be transferred to, another plan 
            unless each Participant and Beneficiary would, if the resulting 
            plan were then terminated, receive a benefit just after the 
            merger, consolidation or transfer which is at least equal to the 
            benefit which would be received if either plan had terminated 
            just before such event, adjusted for intervening investment gain 
            or loss.

     19.3   Divestitures

            In the event of a sale by an Employer which is a corporation of: 
            (i) substantially all of the Employer's assets used in a trade or 
            business to an unrelated corporation, or (ii) a sale of such 
            Employer's interest in a subsidiary to an unrelated entity or 
            individual, lump sum distributions shall be permitted from


                                     65
<PAGE>


            the Plan, except as provided below, to Participants with respect 
            to Employees who continue employment with the corporation 
            acquiring such assets or who continue employment with such 
            subsidiary, as applicable.

            Notwithstanding the foregoing, distributions shall not be 
            permitted if the purchaser agrees, in connection with the sale, 
            to be substituted as the Company as the sponsor of the Plan or to 
            accept a transfer in a transaction subject to Code section 
            414(l)(1) of the assets and liabilities representing the 
            Participants' benefits into a plan of the purchaser or a plan to 
            be established by the purchaser.

     19.4   Plan Termination and Complete Discontinuance of Contributions

            The Company may, at any time and for any reason, terminate the 
            Plan in accordance with the procedures set forth in Section 19.5, 
            or completely discontinue contributions.  Upon either of these 
            events, or in the event of a partial termination of the Plan 
            within the meaning of Code section 411(d)(3), the Accounts of 
            each affected Participant who has not yet incurred a Break in 
            Service shall be fully vested.

            In the event of the Plan's termination, if no successor plan is 
            established or maintained, lump sum distributions shall be made 
            in accordance with the terms of the Plan as in effect at the time 
            of the Plan's termination or as thereafter amended, provided that 
            a post-termination amendment shall not be effective to the extent 
            that it violates Section 19.1 unless it is required in order to 
            maintain the qualified status of the Plan upon its termination.  
            The Trustee's and Employer's authority shall continue beyond the 
            Plan's termination date until all Trust assets have been 
            liquidated and distributed.

     19.5   Amendment and Termination Procedures

            The following procedural requirements shall govern the adoption 
            of any amendment or termination (a "Change") of the Plan and 
            Trust:

            (a)   The Company may adopt any Change by action of its board of 
                  directors in accordance with its normal procedures.

            (b)   The Committee, if acting as Administrator in accordance 
                  with Section 15.6, may adopt any Change within the scope of 
                  its authority provided under Section 19.1 and in the manner 
                  specified in Section 15.7(a).

            (c)   Any Change must be (1) set forth in writing, and (2) signed 
                  and dated by an executive officer of the Company or, in the 
                  case of a Change adopted by the Committee, at least one of 
                  its members.

            (d)   If the effective date of any Change is not specified in the 
                  document setting forth the Change, it shall be effective as 
                  of the date it is signed by the last person whose signature 
                  is required under clause (c)(2)


                                     66
<PAGE>


                  above, except to the extent that another effective date is 
                  necessary to maintain the qualified status of the Plan and 
                  Trust under Code sections 401(a) and 501(a).

            (e)   No Change shall become effective until it is accepted and 
                  signed by the Trustee (which acceptance shall not 
                  unreasonably be withheld).

     19.6   Termination of Employer's Participation

            Any Employer may, at any time and for any reason, terminate its 
            Plan participation by action of its board of directors in 
            accordance with its normal procedures.  Written notice of such 
            action shall be signed and dated by an executive officer of the 
            Employer and delivered to the Company.  If the effective date of 
            such action is not specified, it shall be effective on, or as 
            soon as reasonably practicable after, the date of delivery.  Upon 
            the Employer's request, the Company may instruct the Trustee and 
            Administrator to spin off all affected Accounts and underlying 
            assets into a separate qualified plan under which the Employer 
            shall assume the powers and duties of the Company.  
            Alternatively, the Company may continue to maintain the Accounts 
            under the Plan.

     19.7   Replacement of the Trustee

            The Trustee may resign as Trustee under the Plan and Trust or may 
            be removed by the Company at any time upon at least 90 days 
            written notice (or less if agreed to by both parties).  In such 
            event, the Company shall appoint a successor trustee by the end 
            of the notice period.  The successor trustee shall then succeed 
            to all the powers and duties of the Trustee under the Plan and 
            Trust.  If no successor trustee has been named by the end of the 
            notice period, the Company's chief executive officer shall become 
            the trustee, or if he or she declines, the Trustee may petition 
            the court for the appointment of a successor trustee.

     19.8   Final Settlement and Accounting of Trustee

            (a)   Final Settlement.  As soon as administratively feasible 
                  after its resignation or removal as Trustee, the Trustee 
                  shall transfer to the successor trustee all property 
                  currently held by the Trust.  However, the Trustee is 
                  authorized to reserve such sum of money as it may deem 
                  advisable for payment of its accounts and expenses in 
                  connection with the settlement of its accounts or other 
                  fees or expenses payable by the Trust. Any balance 
                  remaining after payment of such fees and expenses shall be 
                  paid to the successor trustee.

            (b)   Final Accounting.  The Trustee shall provide a final 
                  accounting to the Administrator within 90 days after the 
                  date Trust assets are transferred to the successor trustee. 


                                     67
<PAGE>

            (c)   Administrator Approval.  Approval of the final accounting 
                  shall automatically occur 90 days after such accounting has 
                  been received by the Administrator, unless the 
                  Administrator files a written objection with the Trustee 
                  within such time period.  Such approval shall be final as 
                  to all matters and transactions stated or shown therein and 
                  binding upon the Administrator.


                                     68
<PAGE>

                       APPENDIX A - INVESTMENT FUNDS

I.    Investment Funds Available

      The Investment Funds offered under the Plan as of the Effective Date 
      include this set of daily valued funds, except that the Franklin Mutual 
      Beacon Z Fund, the PIMCO Total Return Class A Fund and the H&W 
      International Fund are offered under the Plan effective as of April 1, 
      1998:

      Asset Allocation Fund
      Company Stock Fund
      Franklin Mutual Beacon Z Fund
      Growth Stock Fund
      H&W International Fund
      Income Accumulation Fund
      PIMCO Total Return Class A Fund
      S&P 500 Stock Fund


II.   Default Investment Fund

      The default Investment Fund as of the Effective Date is the Income 
      Accumulation Fund.

III.  Accounts For Which Investment is Restricted

      A Participant may direct the investment of his or her entire Account 
      except for his or her Company Match Stock Account, and except as 
      otherwise provided in Section 7, which shall be invested as of the 
      Effective Date in the Company Stock Fund.

IV.   Maximum Percentage Restrictions Applicable to Certain Investment Funds

      As of the Effective Date, a Participant or Beneficiary may not elect to 
      invest more than 50% in the Company Stock Fund. The restriction shall 
      not apply to, or take into account, a Participant's or Beneficiary's 
      Company Match Stock Account which may be entirely invested in the 
      Company Stock Fund without regard to the 50% investment percentage 
      restriction related to the Company Stock Fund.


                                     69
<PAGE>

              APPENDIX B - PAYMENT OF PLAN FEES AND EXPENSES

As of the Effective Date, payment of Plan fees and expenses shall be as follows:

I.    Investment Management Fees:  These are paid by Participants in that 
      management fees reduce the investment return reported and credited to 
      Participants.

II.   Recordkeeping Fees:  These are paid by the Employer on a quarterly 
      basis, except that with regard to a Participant who is no longer an 
      Employee or a Beneficiary, these are paid by the Participant and are 
      assessed monthly and billed/collected from Accounts quarterly.

III.  Loan Fees:  A $3.50 per month fee is assessed and billed/collected 
      quarterly from the Account of each Participant who has an outstanding 
      loan balance.

IV.   Investment Fund Election Changes:  For each Investment Fund election 
      change by a Participant, in excess of four changes per year, a $10 fee 
      shall be assessed and billed/collected quarterly from the Participant's 
      Account.

V.    Additional Fees Paid by Employer:  All other Plan related fees and 
      expenses shall be paid by the Employer.  To the extent that the 
      Administrator later elects that any such fees shall be borne by 
      Participants, estimates of the fees shall be determined and reconciled, 
      at least annually, and the fees shall be assessed monthly and 
      billed/collected from Accounts quarterly.


                                     70
<PAGE>

                       APPENDIX C - LOAN INTEREST RATE


As of the Effective Date, the interest rate charged on Participant loans 
shall be equal to the prime rate published in The Wall Street Journal at the 
time the loan is processed, plus 1%.  If multiple prime rates are published 
in The Wall Street Journal, the prime rate selected shall be the rate closest 
to the last prime rate used for this purpose.


                                     71