EXHIBIT 10.3










































                                                              Page 62 of 118<PAGE>
                BURLINGTON COAT FACTORY WAREHOUSE CORPORATION

                         401(k) PROFIT SHARING PLAN

            As Amended and Restated Effective as of June 29, 1997











                            September, 1997

















                                                              Page 63 of 118<PAGE>


              BURLINGTON COAT FACTORY WAREHOUSE CORPORATION
                      401(k) PROFIT SHARING PLAN

         As Amended and Restated Effective as of June 29, 1997

                         TABLE OF CONTENTS
                         -----------------

                                                                         Page
                                                                         ----

                  Definitions . . . . . . . . . . . . . . . . . . . . . .  2

ARTICLE I         Participation . . . . . . . . . . . . . . . . . . . . .  7

ARTICLE II        Participant Deferral Contributions. . . . . . . . . . .  8

ARTICLE III       Employer Matching Contributions . . . . . . . . . . . . 12

ARTICLE IV        Profit Sharing Contributions. . . . . . . . . . . . . . 15

ARTICLE V         Rollover Contributions; Direct Transfers. . . . . . . . 16

ARTICLE VI        Contribution Limitations. . . . . . . . . . . . . . . . 19

ARTICLE VII       Investment of Funds . . . . . . . . . . . . . . . . . . 22

ARTICLE VIII      Vesting of Interest . . . . . . . . . . . . . . . . . . 28

ARTICLE IX        Payments From Accounts. . . . . . . . . . . . . . . . . 31

ARTICLE X         Loans . . . . . . . . . . . . . . . . . . . . . . . . . 37

ARTICLE XI        Administration. . . . . . . . . . . . . . . . . . . . . 40

ARTICLE XII       Trustee . . . . . . . . . . . . . . . . . . . . . . . . 41

ARTICLE XIII      Termination and Amendment . . . . . . . . . . . . . . . 42

ARTICLE XIV       Miscellaneous . . . . . . . . . . . . . . . . . . . . . 43

ARTICLE XV        Top Heavy Provisions. . . . . . . . . . . . . . . . . . 43

APPENDIX A

                                                              Page 64 of 118<PAGE>
         BURLINGTON COAT FACTORY WAREHOUSE CORPORATION
                   401(k) PROFIT SHARING PLAN
                                
      As Amended and Restated Effective as of June 29, 1997


          This Burlington Coat Factory Warehouse Corporation Employees' Profit 

Sharing Plan was originally established by the Board of Directors of Burlington 

Coat Factory Warehouse Corporation, effective November 1, 1983, for the 

exclusive benefit of eligible employees of the Company and their beneficiaries.

The Plan, as renamed, was amended and restated, effective July 1, 1989 (with 

certain later effective dates), in order to comply with the provisions of the 

Tax Reform Act of 1986 as well as certain other subsequent legislative and 

regulatory changes, and, effective September 1, 1995, to incorporate a cash or 

deferred arrangement qualifying under section 401(k) of the Internal Revenue 

Code of 1986, as amended.  The purpose of this amendment and restatement of the 

Plan, effective June 29, 1997, is (i) to implement certain changes required

by the Small Business Job Protection Act of 1996, (ii) to change the Plan 

Year to a calendar year, commencing January 1, 1998, (iii) to make certain minor

changes to conform to current administrative practice, and (iv) to add, 

effective at such time as determined in the discretion of the Committee, the 

Stock Fund as an additional Investment Fund available to Participants.

          Except as otherwise expressly provided, the provisions of the Plan, 

as set forth in this document and as may be amended from time to time, establish

the rights and obligations with respect to Participants on and after the 

Effective Date.  Rights and obligations under the Plan with respect to any 

Employee who terminated employment with the Employer for any 

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                                - 2 -


reason prior to the Effective Date shall be determined in accordance with the 

provisions of the Plan as in effect on the date of such termination.


Definitions:

          The following words and phrases shall have the meanings provided be-

low, except as otherwise required by the context.  As used in the Plan, the mas-

culine pronoun shall be deemed to include the feminine, and the singular number,

the plural, unless a different meaning is clearly indicated by the context.

          "Accounts" means the Profit Sharing Account, Company Account, Deferral
     Account, Rollover Account, Transfer Account and Prior Plan Account, as 
     applicable, maintained for a Participant or inactive Participant (as 
     defined in Section 1.4).

          "Affiliate" means the Company and any corporation which is a member 
     of a controlled group of corporations (as defined in Code section 414(b)) 
     which includes the Company, or any trade or business (whether or not 
     incorporated) which is under common control (within the meaning of Code 
     section 414(c)) with the Company.

          "Allocation Date" means the date as soon as practicable after each 
     Valuation Date on which income, gains and profits are credited to, and 
     losses and expenses are debited from, a Participant's Prior Plan Account.

          "Board of Directors" means the Board of Directors of the Company.

          "Break in Service" means a Plan Year during which a Participant fails 
     to complete at least 501 Hours of Service.  For purposes of determining 
     whether a Break in Service has occurred, a Participant who is absent from 
     employment because of a Leave of Absence, pregnancy, the birth of the 
     Participant's child, the placement of a child with the Participant for
     adoption, or the need to care for such child during the period immediately
     following such birth or placement shall be given credit for each Hour of
     Service which otherwise would normally have been credited to such 
     Participant but for such absence.  If the Committee is unable to determine
     the number of such hours, eight Hours of Service shall be credited per day 
     of absence.  No more than 501 Hours of Service shall be credited to a 
     Participant under this paragraph because of such Leave of Absence, 
     pregnancy or placement.  Hours of Service shall not be credited to a 

                                                              Page 66 of 118<PAGE>
                                - 3 -


     Participant under this paragraph unless such Participant furnishes to the
     Committee such timely information as the Committee may require to establish
     that the absence from employment is for reasons described above and to 
     establish the number of days for which there was such an absence. 
     Hours of Service credited under this paragraph shall be credited only for 
     the Plan Year in which the absence begins, if the Participant would be 
     prevented from incurring a Break in Service in such Plan Year solely 
     because the period of absence is treated as Hours of
     Service or, in any other case, in the immediately following Plan Year.

          "Code" means the Internal Revenue Code of 1986, as may be amended from
     time to time, and the regulations promulgated thereunder.

          "Committee" means the committee appointed by the Board of Directors 
     pursuant to Section 11.1.

          "Company" means Burlington Coat Factory Warehouse Corporation, or any
     successor entity.

          "Company Account" means the separate account maintained for each 
     Participant to which Employer matching contributions and related earnings 
     are credited under ARTICLE III.

          "Compensation" means the total annual wages and salary (not in excess 
     of $160,000, as may be adjusted by the Secretary of the Treasury from time 
     to time) of an Employee from the Employer, but excluding other contribu-
     tions to this Plan or contributions to other employee benefit plans of the 
     Employer.

          "Deferral Account" means the separate account maintained for each 
     Participant to which a Participant's deferral contributions and related 
     earnings are credited under ARTICLE II.

          "Effective Date" means June 29, 1997, the effective date of this 
     amendment and restatement of the Plan.

          "Eligible Employee" means each Employee who meets the eligibility 
     requirements for Plan participation under ARTICLE I.  Notwithstanding the 
     foregoing, for purposes of Sections 2.4 and 2.5, an Eligible Employee 
     includes an Employee whose 




                                                              Page 67 of 118<PAGE>
                                - 4 -


     eligibility to make contributions to the Plan has been suspended because of
     a hardship withdrawal pursuant to Section 9.9.

          "Employee" means an individual in the regular employment of the 
     Employer, but excluding a non-resident alien with no U.S. - source income, 
     and an employee covered by a collective bargaining unit whose retirement 
     benefits were the subject of good faith bargaining between the Employer and
     the Employee's representative representing such unit unless agreed upon 
     between such representative and Employer.  The term "Employee" shall 
     also not include any person who performs services for an Employer under an
     agreement or arrangement (which may be written, oral and/or evidenced by 
     the Employer's payroll practice) with the individual or with another 
     organization that provides the services of the individual to the 
     Employer, pursuant to which the person is treated as an independent 
     contractor or is otherwise treated as an employee of an entity other than 
     the Employer, irrespective of whether the individual is treated as an 
     employee of the Employer under common law employment principles or pursuant
     to the provisions of Code section 414(m), 414(n) or 414(o).

          "Employer" means the Company or a Participating Affiliate.
     
          "ERISA" means the Employee Retirement Income Security Act of 1974, as 
     it may be amended from time to time, and the regulations promulgated 
     thereunder.

          "Highly Compensated Employee" means (a) any Employee who is a 5% owner
     (as defined in Code section 416(i)(1)) at any time during the current year 
     or the immediately preceding year, or (b) during the year immediately 
     preceding the current year, had compensation (as defined in Code section 
     414(q)(4)) from the Employer in excess of $80,000 (as adjusted pursuant to 
     Code section 415(d), except that the base period for determining any such 
     adjustment shall be the calendar quarter ending September 30, 1996). 
     Notwithstanding the foregoing, at the election of the Company, the 
     determination of Highly Compensated Employees pursuant to (b) above, shall 
     be limited to those Employees who are in the "top paid group" (as defined 
     in Code section 414(q)(3)) for such preceding year.

          "Hour of Service" means each hour for which an Employee either is 
     directly or indirectly paid, or entitled to payment by the Employer or an 
     Affiliate.  The number of Hours of Service, and the period to which such 
     hours shall be credited, will be determined in accordance with Department 
     of Labor regulations Section 2530.200b-2.  An hour for which an Employee is
     paid at an overtime or premium rate shall be included 

                                                              Page 68 of 118<PAGE>
                                - 5 -


     only as a single hour.  An Employee with respect to whom the Employer or an
     Affiliate does not maintain records reflecting the number of hours for 
     which he is paid shall be credited with 45 Hours of Service for each week 
     or part thereof he is paid or entitled to be paid by the Employer or an 
     Affiliate.

          "Investment Funds" means each of the investment funds as may be 
     authorized by the Committee from time to time for the investment of Plan 
     assets.

          "Key Employee" means an individual described in Code section 
     416(i)(1).

          "Leave of Absence" means a period of absence from employment because 
     (i) an Employer grants an Employee a leave of absence for a specified 
     period of time (not to exceed two years) and such leaves are granted on a 
     nondiscriminatory basis; (ii) an Employee is on active military duty but 
     not only to the extent his employment rights are protected by the Military 
     Selective Service Act or the Uniformed Services Employment and Reemployment
     Rights Act of 1994; or (iii) the Employee is temporarily laid off by an
     Employer.

          "Participant" means an Eligible Employee participating in the Plan in 
     accordance with ARTICLE I.

          "Participating Affiliate" means an Affiliate to which the Board of 
     Directors has extended the Plan and which adopts the Plan as a 
     participating employer by action of its board of directors or other 
     governing body.

          "Plan" means the Burlington Coat Factory Warehouse Corporation 401(k) 
     Profit Sharing Plan, as set forth herein (including any Appendices hereto),
     and as may be amended from time to time.

          "Plan Year" means (i) in the case of Plan Years commencing before 
     June 29, 1997, the 12 month period beginning on the first day of the 
     Company's fiscal year and ending on that Saturday of the following calendar
     year which falls closest to June 30, (ii) in the case of the Plan Year 
     commencing on June 29, 1997, the period from June 29, 1997 to December 31, 
     1997, and (iii) in the case of Plan Years commencing on and after January
     1, 1998, the calendar year.

          "Prior Plan" means the Burlington Coat Factory Warehouse Corporation
     Employees Profit Sharing Plan, as in effect prior to September 1, 1995.

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                                - 6 -


          "Prior Plan Account" means the separate account for a Participant in 
     which the Participant's account balance under the Prior Plan and related 
     earnings are credited.  The Trustee may establish one or more subaccounts 
     within a Participant's Prior Plan Account to reflect the portion of such 
     Prior Plan Account which is invested in one or more of the Investment 
     Funds, in accordance with Section 7.3.

          "Profit Sharing Account" means the separate account for a Participant 
     in which the Participant's profit sharing contributions and related 
     earnings are credited under ARTICLE IV.

          "Retirement" means the later of (i) a Participant's termination of 
     employment with the Employer on or after age 65 (other than on account of a
     transfer of employment to an Affiliate) or (ii) the fifth anniversary of 
     the date on which he commenced participation in the Plan.

          "Rollover Account" means the separate account maintained for a 
     Participant to which the Participant's rollover contributions and related 
     earnings are credited under Section 5.1.

          "Stock" means the Company's common stock, par value $1.00 per share.

          "Stock Fund" means the Investment Fund which is invested in Stock.

          "Total Disability" means the incapacity of a Participant, either 
     mental or physical, resulting in his inability to perform the usual duties 
     of his employment with his Employer, such incapacity to be deemed to exist 
     when so declared by the Committee in its judgment and discretion, supported
     by the written opinion of at least one physician approved by the
     Committee.

          "Transfer Account" means the separate account maintained for a 
     Participant to which amounts transferred on behalf of a Participant and 
     related earnings are credited under Section 5.2.

          "Trust Agreement" means the agreement between the Trustee and the 
     Company pursuant to which the Trust Fund is established and maintained, as 
     provided in ARTICLE XII.

          "Trustee" means the trustee under the Trust Agreement.



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                                - 7 -


          "Trust Fund" means the trust under the Plan established pursuant to 
     the Trust Agreement, as provided for in ARTICLE XII.

          "Valuation Date" means (i) in the case of the portion of a 
     Participant's Prior Plan Account which is not Participant-directed pursuant
     to Section 7.5(b), the last business day of each calendar month and (ii) in
     the case of the portion of a Participant's Accounts which is Participant-
     directed, each business day, and, in each case, such other date as may be
     determined by the Committee in its sole discretion.

          "Year of Service" means a Plan Year during which a Participant 
     completes at least 1,000 Hours of Service; provided, that for purposes of 
     determining an Employee's eligibility to participate in the Plan, pursuant 
     to ARTICLE I, a Year of Service shall mean any twelve (12) consecutive 
     month period, beginning on or after the Employee's date of employment 
     with an Affiliate, during which he completes at least 1,000 Hours of 
     Service; and further provided, that an Employee who is credited with at 
     least 1,000 Hours of Service in both his first 12 consecutive months of 
     employment and the Plan Year which begins during such 12 month period shall
     be credited with two Years of Service at the end of such Plan Year.


                            ARTICLE I

                          PARTICIPATION


     1.1  Participation in the Plan shall be offered only to Eligible Employees 

of the Employer.  Each Employee shall become an Eligible Employee immediately 

following the attainment of age 21 and the completion of one Year of Service.  

Once an Employee has become an Eligible Employee, he will continue to be an 

Eligible Employee until he ceases to be an Employee.

     1.2  Each Eligible Employee on the Effective Date who was a Participant in 

the Plan immediately prior to the Effective Date shall continue as a Participant

as of the Effective Date.  


                                                              Page 71 of 118<PAGE>
                                - 8 -


Each other Employee shall become a Participant in the profit sharing feature of 

the Plan, as described in ARTICLE IV, immediately upon becoming an Eligible 

Employee.

     1.3  At the time an Employee becomes an Eligible Employee, he will be 

provided with a written application for participation in the salary deferral 

feature of the Plan, as described in ARTICLE II, and an explanation of the 

Plan.  Each such Eligible Employee shall become a Participant with respect to 

the salary deferral feature of the Plan as soon as administratively feasible 

following the date on which his properly completed application is received by 

the Committee.

     1.4  A Participant who (a) ceases to be an Employee or (b) enters the 

military service of the United States, shall be an inactive Participant.  Any 

interest of such inactive Participant in the Investment Funds shall be allowed 

to remain, subject to ARTICLE IX.


                            ARTICLE II

                PARTICIPANT DEFERRAL CONTRIBUTIONS


     2.1  Subject to Sections 2.4 and 2.5 and ARTICLE VI, a Participant may 

elect to defer prospectively by payroll deduction from 1% to 15% of his 

Compensation.

     2.2  A Participant may change or suspend his deferral percentage at any 

time, effective as of the next administratively feasible payroll date (but in no

event later than one month after 
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                                - 9 -


such Participant requests such a change or suspension), by timely delivering 

the appropriate form to the Committee.

     2.3  The Employer shall contribute to the Plan, on behalf of each 

Participant who elects pursuant to Section 2.1 to defer a percentage of his 

Compensation, an amount in cash equal to the amount deferred by the Participant.

All such contributions, together with any related earnings, shall be credited to

the Participant's Deferral Account.

     2.4  (a)  If the actual deferral percentage (as defined in paragraph (c) 

below) of Compensation paid during the Plan Year, or within two and one-half 

months thereafter attributable to services performed in such Plan Year, for 

Participants who are Highly Compensated Employees is more than the amount 

permitted under the deferral limitations set forth in paragraph (b) below,

there shall be a reduction in the portion of the contributions credited to the 

Deferral Accounts of those Participants who are Highly Compensated Employees and

who elected to defer the highest percentage of Compensation such that the 

deferral limitations are satisfied.  The Employer shall attempt to distribute to

such Participants any excess deferral contributions, and any related

earnings, no later than 2 1/2 months following the Plan Year in which such 

excess deferral contributions are made.  In addition, if the Employer believes 

that contributions would be in excess of the deferral limitations set forth in 

paragraph (b) below, the Employer may in its sole discretion suspend, in whole 

or part, deferral contributions to the Plan made on behalf of Participants who 

are Highly Compensated Em-
                                                              Page 73 of 118<PAGE>
                                - 10 -


ployees.  In such case the amounts which would ordinarily be deferred in a 

payroll period shall be paid directly to such Participants.

          (b)  The actual deferral percentage for any Plan Year of all Eligible 

Employees who are Highly Compensated Employees shall not exceed, alternatively: 

(i) 125% of the actual deferral percentage for all Eligible Employees who are 

not Highly Compensated Employees; or (ii) 200% of the actual deferral percentage

for Eligible Employees who are not Highly Compensated Employees; provided that, 

solely for purposes of clause (ii) above, the actual deferral percentage for all

Eligible Employees who are Highly Compensated Employees does not exceed the 

actual deferral percentage for all Eligible Employees who are not Highly 

Compensated Employees by more than two percentage points, or such other amount 

that the Secretary of the Treasury shall prescribe.

          (c)  For purposes of this Section 2.4, the actual deferral percentage 

for a specified group of Eligible Employees for a Plan Year shall be the average

of the ratios, calculated separately for each Eligible Employee in such group, 

of (i) the amount of contributions under all plans of the Employer which are 

subject to Code section 401(k) (other than plans which may not be permissively 

aggregated) to the Deferral Account and Company Account (to the extent taken

into account for purposes of the actual deferral percentage test) made on behalf

of each Eligible Employee for such Plan Year to (ii) the Eligible Employee's 

Compensation for such Plan Year.  For purposes of determining the actual 

deferral percentage test, deferral 

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                                - 11 -


contributions and Employer matching contributions must be made before the last 

day of the 12-month period immediately following the Plan Year to which 

contributions relate.

          (d)  If a reduction in the amount of deferral contributions on behalf 

of a Participant is required because of the application of paragraph (a) above, 

the reduction shall be treated as taxable earnings to the Participant for the 

pay period in which the reduction occurs, and the Employer shall withhold any 

taxes required by law on such taxable earnings.

          (e)  If a distribution of excess deferral contributions (and related 

earnings) is required because of the application of paragraph (a) above, the 

Employer shall withhold any taxes required by law on such distribution.

     2.5  Notwithstanding anything contained herein to the contrary, the maximum

amount of contributions credited to the Deferral Account on behalf of a 

Participant in any calendar year may not exceed $9,500 (as may be adjusted by 

the Secretary of the Treasury to reflect increases in the cost of living), and 

any such contributions made to the Deferral Account in excess of such amount (as

adjusted), plus any related earnings on such excess amount, may be distributed 

to the Participant no later than April 15 following the close of the calendar 

year in which such excess contributions are made.








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                                - 12 -


                            ARTICLE III

                 EMPLOYER MATCHING CONTRIBUTIONS


     3.1  Subject to the provisions of Sections 3.2 and 3.3 and ARTICLE VI, the 

Employer shall contribute in cash to the Plan an amount equal to 100% of a 

Participant's deferral contributions (but not in excess of $250 annually for any

Participant) made pursuant to Section 2.1 on behalf of each Participant; 

provided however, that the Company may, in its discretion, contribute Stock, 

valued at its fair market value, in lieu of cash for all or any part of its

contribution under this Section 3.1.  Employer matching contributions shall be 

credited as soon as practicable after, and as of, the end of each Plan Year to 

the Company Accounts of Participants who are in the employ of an Employer on the

last day of the Plan Year.  Notwithstanding the foregoing, the Company may, in 

its sole discretion and on a nondiscriminatory basis, contribute matching 

contributions to the Plan at such other times during the Plan Year as it 

determines, and credit such contributions to the Company Accounts of the 

Participants at such time regardless of whether such Participants are in the 

employ of an Employer on the last day of such Plan Year.

     3.2  (a)  If the contribution percentage (as defined in paragraph (c) 

below) of Compensation for Participants who are Highly Compensated Employees is 

more than the amount permitted under the special limitations set forth in 

paragraph (b) below, there shall be a reduction in the Employer matching 

contributions credited to the Company Accounts of those 

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                                - 13 -


Participants who are Highly Compensated Employees and whose contribution 

percentages are the highest so that such special limitations are satisfied.  Any

excess Employer matching contributions made to the Trust Fund (plus any related 

earnings) shall, to the extent possible, be distributed to such Participants 

before the end of the Plan Year following the Plan Year in which such excess 

Employer matching contributions are made.  In addition, if the Employer or the 

Committee determines that Employer matching contributions would be in excess of 

the special limitations set forth in paragraph (b) below, the Employer may, in 

its sole discretion, suspend, in whole or in part, deferral contributions to the

Plan made on behalf of Participants who are Highly Compensated Employees and, 

therefore, related Employer matching contributions with respect to such 

Participants (in which case the deferral contributions that would ordinarily be 

contributed to the Trust Fund on such Participants' behalf in a payroll period 

shall be paid directly to such Participants).

          (b)  The contribution percentage for any Plan Year of all Eligible 

Employees who are Highly Compensated Employees shall not exceed, alternatively: 

(i) 125% of the contribution percentage for all Eligible Employees who are not 

Highly Compensated Employees, or (ii) 200% of the contribution percentage for 

Eligible Employees who are not Highly Compensated Employees; provided that,  

solely for purposes of clause (ii) above, the contribution percentage for

Eligible Employees who are Highly Compensated Employees does not exceed the 

contribution percentage for Eligible Employees who are not Highly Compensated 

Employees by 
                                                              Page 77 of 118<PAGE>
                                - 14 -


more than two percentage points, or such other amount that the Secretary of the 

Treasury shall prescribe.

          (c)  For purposes of this Section 3.2, the contribution percentage for

a specified group of Eligible Employees for a Plan Year shall be the average of 

the ratios, calculated separately for each Eligible Employee in such group, of 

(i) the amount of Employer matching contributions under all plans of the 

Employer which are subject to Code section 401(m) (other than plans which may 

not be permissively aggregated) made on behalf of each Eligible Employee for

such Plan Year (to the extent not taken into account for purposes of the 

actual deferral percentage test) to (ii) the Eligible Employee's Compensation 

for such Plan Year.  For purposes of determining the contribution percentage 

test, Employer matching contributions will be considered made for a Plan Year if

made before the last day of the 12-month period immediately following

the Plan Year to which contributions relate.

          (d)  If a distribution of excess Employer matching contributions (and 

related earnings) is required because of the application of (a) above, the 

Employer shall withhold any taxes required by law on such distribution.

          (e)  In the event an active Participant is required to reduce his 

deferral contributions to the Plan as a result of the application of the 

provisions of Section 2.4(a), the Employer matching contribution under Section 

3.1(a) made on behalf of the Participant for the remainder of the Plan

Year shall be applied to the reduced amount of deferral contributions.

                                                              Page 78 of 118<PAGE>
                                - 15 -


     3.3  If both the actual deferral percentage and the actual contribution 

percentage of Highly Compensated Employees exceeds 1.25 multiplied by the actual

deferral percentage and contribution percentage of the non-Highly Compensated 

Employees, multiple use will occur.  In the event of multiple use, if one or 

more Highly Compensated Employees participate in a plan(s) subject to both the 

actual deferral percentage and contribution percentage tests and the sum of the

two percentages of those Highly Compensated Employees subject to either or both 

tests exceeds the "aggregate limit," then the average contribution percentage of

those Highly Compensated Employees who also participate in a salary deferral 

arrangement will be reduced (beginning with the Highly Compensated Employee 

whose contribution percentage is the highest) so that the limit is not exceeded.

For the purposes of this Section, "aggregate limit" shall mean the sum of (i)

125% of the greater of the actual deferral percentage or the average 

contribution percentage for non-Highly Compensated Employees for the Plan Year 

and (ii) the lesser of 200% of, or two percentage points plus, the smaller of 

such actual deferral percentage or average contribution percentage.


                             ARTICLE IV

                   PROFIT SHARING CONTRIBUTIONS


     4.1  Subject to ARTICLE VI, the Company shall contribute to the Plan for 

each Plan Year such amount in cash as shall be authorized by the Board of 

Directors in its sole discretion.
                                                              Page 79 of 118<PAGE>
                                - 16 -


     4.2  The amount contributed for any Plan Year shall be allocated propor-

tionately among the Profit Sharing Accounts of Eligible Employees who are 

employed on the last day of such Plan Year.  The Profit Sharing Account of each 

Eligible Employee shall be credited with a proportionate amount of the 

contribution for such Plan Year equal to the proportion that his Compensation 

for such Plan Year bears to the total Compensation of all those Eligible 

Employees who are employed on the last day of the Plan Year.


                            ARTICLE V

             ROLLOVER CONTRIBUTIONS; DIRECT TRANSFERS


     5.1  Subject to the provisions of the Plan and to rules of uniform 

application to be promulgated by the Committee, an Eligible Employee, or 

Employee who is not yet an Eligible Employee, may make a contribution to the 

Plan in cash which qualifies as a "rollover amount," "rollover contribution," or

"eligible rollover distribution" under Code section 403(a)(4), 408(d)(3)

or 402(f)(2)(A), respectively.  An Employee who wishes to make such a 

contribution shall timely file with the Committee a written notice requesting 

approval for such contribution, affirming that his contribution qualifies as a 

rollover amount, rollover contribution or eligible rollover distribution.  

Investment of such contribution, as between or among the Investment Funds, as

applicable, shall be as directed by the Employee in accordance with the 

provisions of Sections 7.3 and 7.4.  In addition to the written notice required 

under this Section 5.1, the
                                                              Page 80 of 118<PAGE>
  
                                - 17 -


Committee may require such further documentation from the Employee, or the 

applicable trustee, plan sponsor, custodian or other appropriate person, as 

evidence of the contribution being qualified as a rollover amount, rollover 

contribution or eligible rollover distribution, and until such written notice 

and documentary evidence satisfactory to the Committee have been so provided, 

the Committee shall not approve such contribution to the Plan.  The Committee 

shall be fully protected in relying on such written and documentary evidence 

presented by or on behalf of the Employee.  Contributions made by the Employee 

pursuant to this Section 5.1 shall be credited to the Employee's Rollover 

Account.

     5.2  Subject to the provisions of the Plan and to rules of uniform 

application to be promulgated by the Committee, and in addition to deferral 

contributions or rollover contributions to the Plan in accordance with 

ARTICLE II and Section 5.1, an Eligible Employee, or Employee who has not yet 

become an Eligible Employee, may have transferred directly to the Plan on his 

behalf his accrued benefit in another retirement plan qualified under Code 

section 401(a) (provided such plan is not described in Code section 

401(a)(11)(B)).  An Employee who wishes to have such an amount transferred 

shall timely file with the Committee a written notice requesting approval for 

such transfer, affirming that the transfer is from a tax-qualified plan.  

Such transfer shall be effected directly from the transferor plan without 

distribution to the Employee, as soon as practicable after receipt of such 

notice and approval by the Committee.  Investment of such transferred amount, 

as between or among the Investment Funds, as 
                                                              Page 81 of 118<PAGE>
                                - 18 -


applicable, shall be as directed by the Employee in accordance with the 

provisions of Sections 7.3 and 7.4.  In addition to the written notice required 

under this Section 5.2, the Committee may require such further documentation 

from the Employee, or the applicable trustee, plan sponsor, custodian or other 

appropriate person, as evidence of the transfer being from a plan qualified 

under Code section 401(a), and until such written notice and documentary 

evidence satisfactory to the Committee have been so provided, the Committee 

shall not approve such transfer to the Plan.  The Committee shall be fully 

protected in relying on such written and documentary evidence presented by or on

behalf of the Employee.  Transfers made by the Employee pursuant to this Section

5.2 shall be credited to the Employee's Transfer Account.

     5.3  Upon the occurrence of an event of distribution as described in 

Section 9.1, and notwithstanding any other provisions of the Plan to the 

contrary that would otherwise limit a distributee's election under this Section 

5.3, a distributee may elect, at the time and in the manner prescribed by the 

Company, to have any portion of an eligible rollover distribution paid directly

to an eligible retirement plan specified by the distributee in a direct 

rollover.  For purposes of this Section 5.3, the following definitions apply:

          "Eligible rollover distribution" is any distribution of all or any 
          portion of the balance to the credit of the distributee, except that 
          an eligible rollover distribution does not include: any distribution 
          that is one of a series of substantially equal periodic payments (not 
          less frequently than annually) made for the life (or life expectancy) 
          of the distributee or the joint lives (or joint life expectancies) of 
          the distributee and the distributee's designated beneficiary, or for 
          a specified period of ten years or more; any distribution to the 
          extent such distribution is required under 
                                                                       
                                                              Page 82 of 118<PAGE>
                                - 19 -


          Code section 401(a)(9); and the portion of any distribution that is 
          not includible in gross income (determined without regard to the 
          exclusion for net unrealized appreciation with respect to employer 
          securities).
               
          "Eligible retirement plan" is an individual retirement account 
          described in Code section 408(a), an individual retirement annuity 
          described in Code section 408(b), an annuity plan described in Code 
          section 403(a), or a qualified trust described in Code section 401(a),
          that accepts the distributee's eligible rollover distribution.  
          However, in the case of an eligible rollover distribution to the 
          surviving spouse, an eligible retirement plan is an individual 
          retirement account or individual retirement annuity.

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

          "Direct rollover" is a payment by the Plan to the eligible retirement 
          plan specified by the distributee.


                            ARTICLE VI

                     CONTRIBUTION LIMITATIONS


     6.1  (a)  Any provision of the Plan to the contrary notwithstanding, no 

Employer contributions or other annual additions to a Participant's Accounts 

will be made in any Plan Year in excess of the lesser of $30,000 (as adjusted 

from time to time by the Secretary of the Treasury) or 25% of the Participant's 

"compensation" (within the meaning of Code section 415(c)(3)).




                                                              Page 83 of 118<PAGE>
                                - 20 -


          (b)  Any provision of the Plan to the contrary notwithstanding, in the

case of a Participant who is a participant in a defined benefit plan of the 

Company, his maximum annual additions shall not exceed the amount which will 

result in a defined contribution plan fraction which when added to the defined 

benefit plan fraction of such Participant will exceed 1.0 for any Plan Year.

          (c)  For purposes of applying this Section 6.1, all defined benefit 

plans of the Company and any Affiliates (as determined in accordance with Code 

section 415(h)), and all defined contribution plans of the Company and any 

Affiliates (as determined in accordance with Code section 415(h)), including the

Plan, shall be combined or aggregated and the maximum benefit or annual 

additions limitation shall be determined on the basis of a Participant's annual

additions and benefits under all such plans.

          (d)  For purposes of this Section 6.1, (i) annual additions means, for

each Plan Year, (A) a Participant's deferral contributions; plus (B) such 

Participant's share of Employer matching contributions; plus (C) such 

Participant's share of Company profit sharing contributions (if any); plus 

(D) any forfeitures allocated to such Participant's Accounts; (ii) defined 

contribution plan means a plan which provides for an individual account for each

participant and for benefits based solely upon the amount contributed to the 

participant's account, and any income, expenses, gains and losses, and any 

forfeitures of accounts of other participants which may be allocated to

such participant's accounts except to the extent provided in (ii) below; 

                                                              Page 84 of 118<PAGE>
                                - 21 -


(iii) a defined benefit plan means any plan which is not a defined contribution 

plan; provided however, in the case of a defined benefit plan which provides a 

benefit derived from employer contributions which is based partly on the balance

of the separate account of a participant, such plan shall be treated as a

defined contribution plan to the extent benefits are based on the separate 

account of a participant and as a defined benefit plan with respect to the 

remaining portion of the benefits under the plan; (iv) the defined benefit plan 

fraction for a participant shall be a fraction the numerator of which

is the lesser of (A) the product of 1.25 multiplied by the dollar limitation in 

effect for the plan, or (B) the product of 1.4 multiplied by an amount equal to 

100% of the participant's average compensation for his high three years 

projected annual benefit under the plan, if such plan provided the maximum 

benefit allowed by law; and (v) the defined contribution plan fraction for

a Participant shall be a fraction the numerator of which is the sum of the 

annual additions to the Participant's accounts under a defined contribution plan

of the Company and Affiliates (as determined in accordance with Code section 

415(h)) and the denominator of which is the sum of the lesser of the following 

amounts for such Plan Year and for each prior Plan Year:  (A) the product of 

1.25 multiplied by the dollar limitation in effect for such Plan Year, or 

(B) the product of 1.4 multiplied by the 25% of Participant's compensation 

(within the meaning of Code section 415(c)(3)).

          (e)  If necessary to limit the total annual additions for a 

Participant for a Plan Year, the Participant's deferral contributions shall be 

repaid to him out of his Deferral Account 

                                                              Page 85 of 118<PAGE>
                                - 22 -


to the extent necessary to reduce the annual additions for each Plan Year so 

that they do not exceed the maximum limitations pursuant to Section 6.1(a).


                           ARTICLE VII

                       INVESTMENT OF FUNDS


     7.1  The Employer on a monthly basis, or more frequently, will pay over to 

the Trustee, or its agent, contributions made to the Plan to be held in trust 

and invested as provided herein and in the Trust Agreement.

     7.2  The Trust Fund will be invested in the Investment Funds; provided, 

however, that no investment in the Stock Fund shall be permitted until the 

effective date of a resolution by the Committee permitting such an investment.

     7.3  Each Participant's Profit Sharing Account, Company Account, Deferral 

Account, Rollover Account, Transfer Account and the Participant-directed portion

of his Prior Plan Account, as applicable, will be invested in one or more of the

Investment Funds.  Each Participant will designate the portion (expressed as a 

percentage in multiples of 10%) of his Accounts (other than the portion of his 

Prior Plan Account which is not Participant-directed) to be invested in each

Investment Fund.  Such designation, once made, may be changed at any time.  

The Participant may also transfer the amount equivalent to his interest, or any 

partial interest (expressed as a percentage in multiples of 10%), in an 

Investment Fund from such Investment Fund to another Investment Fund at any 

time.  Changes will be made by a 

                                                              Page 86 of 118<PAGE>
                               - 23 -

              
Participant's direction in writing to the Committee, or pursuant to a voice 

response system approved by the Committee, and will be made effective as soon 

as possible after receipt of such direction.

     7.4  Each Participant shall have an interest in each Investment Fund in 

which he has elected to have invested all or any part of his deferral 

contributions under Section 2.1, his Employer matching contributions under 

Section 3.1, his profit sharing contribution under Section 4.1, his rollover 

contributions under Section 5.1, his transfer amounts under Section 5.2, and the

Participant-directed portion of his Prior Plan Account pursuant to Section 

7.5(b).  His interest at any time in the Investment Funds shall be equal to the 

sum of such contributions and transfer amounts, adjusted from time to time to 

reflect his proportionate share of the income and losses realized by such 

Investment Funds and of the net appreciation or depreciation in the value of 

such Investment Funds.  The Committee shall maintain accounts to reflect the 

interest of each Participant in each Investment Fund including, with respect to 

the Stock Fund, a record of the number of shares of Stock allocated to the 

Participant's Accounts and the cost basis of each such share of Stock.  As of 

each Valuation Date, the Committee shall ascertain from the Trustee the

value of each Investment Fund and shall on such basis determine the value of the

interests of Participants.  The determinations of the Trustee and the Committee 

shall be conclusive.  Each Participant will be furnished a statement of his 

Accounts at least quarterly.

                                                              Page 87 of 118<PAGE>
                                - 24 -


     7.5  (a)  Each Participant's Prior Plan Account, if any, will be invested 

by the Trustee in its sole discretion and in accordance with the terms of the 

Trust Agreement.  Each such Participant's Prior Plan Account shall be credited 

on each Allocation Date with a proportionate share of all income, gains or 

profits earned from the investment of the portion of the Trust Fund containing 

the Participant's Prior Plan Account.  Each such Participant's Prior Plan 

Account shall be debited on each Allocation Date with a proportionate share of 

any losses sustained by the Trustee from the investment of the Trust Fund 

containing the Participant's Prior Plan Account on other transactions, and of 

any expense incurred by the Trustee in the administration of the Prior

Plan Account under the Trust Fund.

          (b)  The Trustee may, in its discretion and on a uniform and 

nondiscriminatory basis, designate that the investment of any portion of the 

assets in a Participant's Prior Plan Account shall be governed by the 

Participant's designation of Investment Funds pursuant to Section 7.3.

     7.6  (a) Before each annual and special meeting of the shareholders of 

the Company, and at such other times when shareholder action is required, 

the Trustee shall send to each Participant and beneficiary having an 

investment in the Stock Fund the proxy or consent solicitation materials 

that are sent to the Company's shareholders of record.  Each such Participant 

shall have the right to instruct the Trustee confidentially as to the method 

of voting the shares of Stock allocated to his Account as of the record date 

for determining the shares of 
                                                              Page 88 of 118<PAGE>
                                - 25 -


Stock that are entitled to vote at the meeting of shareholders or that are 

entitled to give or withhold consent to corporate action.  Full and fractional 

shares of Stock held in the Stock Fund and allocated to a Participant's Account 

shall be voted by the Trustee in accordance with the instructions received from 

such Participant.  The Trustee shall not vote shares of Stock for which voting 

instructions are not received from Participants.  Management and others may 

solicit such Participants' voting rights under the same proxy rules applicable 

to all shareholders.  The Company shall ensure that the requisite voting

forms, together with all information distributed to shareholders of the Company

in general regarding the exercise of voting rights, are furnished to the Trustee

and by the Trustee to Participants within a reasonable time before such voting 

rights are to be exercised with respect to Stock held in the Trust Fund.

          (b)  In the event that a Tender Offer is made generally to 

shareholders of the Company to purchase Stock, the following procedures shall 

apply and the following actions shall be taken with respect to the Stock held in

the Trust Fund:

               (i)  The Trustee or its authorized delegate shall, in a timely 
          manner, give to each Participant having, at that time, an investment 
          in the Stock Fund notice of the terms and conditions of such Tender 
          Offer.

               (ii) Each Participant shall instruct the Trustee, in accordance 
          with procedures established by the Committee or Trustee and designed 
          to protect the confidentiality of the Participants' exercise of the 
          Tender Offer rights under this Section 7.6(b) in accordance with 
          Department of Labor regulation section 2550.404(c)-1, to accept or 
          decline such Tender Offer with respect to all or any portion of the 
          shares of Stock allocated to the Participant's Account.

                                                              Page 89 of 118<PAGE>
                                - 26 -


               (iii)     The response of the Trustee to a Tender Offer, as to 
          whether the Tender Offer is accepted or rejected, shall be made in 
          accordance with instructions of the Participants given to the Trustee 
          on forms provided for that purpose by the Trustee.  The Trustee shall 
          reject the Tender Offer with respect to shares for which the Trustee 
          does not receive instructions from a Participant.

               (iv) In the event the Trustee is instructed to tender shares of 
          Stock pursuant to the terms of a Tender Offer but less than all of the
          shares of Stock for which the Trustee receives instructions pursuant 
          to Section 7.6(b)(ii) are accepted for tender pursuant to such Tender 
          Offer, the Trustee shall tender the percentage of shares of Stock from
          each Participant's Account for which the Trustee received instructions
          to tender pursuant to Section 7.6(b)(ii) (rounded to the nearest whole
          share) which bears the same ratio as the total shares accepted for 
          tender bears to the total number of shares for which the Trustee 
          originally received instructions to tender pursuant to Section 
          7.6(b)(ii).  The proceeds of any sale pursuant to this Section 
          7.6(b)(iv) shall be allocated to the Accounts from which the shares 
          were sold.  If any Tender Offer is accepted (in whole or in part) 
          pursuant to this Section 7.6(b), the Trustee shall have the power to 
          transfer Stock in order to effect such acceptance with no further 
          direction from the Participant or the Committee.

               (v)  For purposes of this Section 7.6(b), the following 
          definition shall apply:
                                      
                "Tender Offer" means any offer to acquire the
               Stock which is subject to either section 13(e) or
               14(d) of the Securities Exchange Act of 1934, as
               amended, and which under the applicable rules and
               regulations is required to be the subject of a filing
               with the Securities and Exchange Commission on
               either Schedule 13E-4 or Schedule 14D-9.

          (c)  Each Participant shall have right to instruct the Trustee 

confidentially as to whether and how stock options, warrants or other similar 

rights relating to Stock allocated to the Participant's Account should be 

exercised.  The Committee or the Trustee shall establish 



                                                              Page 90 of 118<PAGE>
                                - 27 -



procedures to notify timely each such Participant regarding such rights and the 

terms and conditions for exercising such rights.  If the Trustee fails to 

receive timely instructions from the Participant, such rights shall not be 

exercised.

          (d)  For purposes of this Section 7.6, references to Participants 

include their beneficiaries and, pursuant to Section 9.7, alternate payees for 

whom a separate Account has been established pursuant to the terms of a 

qualified domestic relations order.  References to the Trustee shall include any

independent fiduciary appointed by the Committee pursuant to Department of

Labor regulations section 2550.404c-1 to safeguard the confidentiality of 

Participants' exercise of rights under this Section 7.6 where the Committee has 

determined that such an appointment is warranted.

     7.7  All transactions involving Stock, including distributions, purchases 

and sales, shall be made only in compliance with applicable federal and state 

laws, regulations and rules.  All such transactions shall also be subject to all

restrictions and limitations imposed by the Company's articles of incorporation 

and bylaws as amended from time to time, and by limitations and restrictions 

applied by the applicable stock exchange in which shares of Stock are publicly 

traded.






                                                              Page 91 of 118<PAGE>
                                - 28 -


                           ARTICLE VIII

                       VESTING OF INTEREST


     8.1  A Participant's interest in his Deferral Account, Rollover Account and

Transfer Account, adjusted for his share of income or losses and appreciation or

depreciation therein, shall be fully vested at all times.

     8.2  (a)  A Participant's interest in his Profit Sharing Account, Company 

Account and Prior Plan Account, adjusted for the share of income or losses and 

appreciation or depreciation therein, shall become vested in accordance with the

following schedule based on the Participant's Years of Service:

                    Years of Service            Vested Percentage
                    
                    less than 3                           0%
                    3 but less than 4                    20%
                    4 but less than 5                    40%
                    5 but less than 6                    60%
                    6 but less than 7                    80%
                    7 or more                           100%

          (b)  Notwithstanding the foregoing, 

               (i)  a Participant's interest in his Profit Sharing Account, 
          Company Account and Prior Plan Account shall become fully and 
          immediately vested upon the first to occur of the following:

                    (1)  the Participant's Retirement,








                                                              Page 92 of 118<PAGE>
                                - 29 -


                    (2)  the Participant's Total Disability, or

                    (3)  the Participant's death; and

               (ii) a Participant who was a participant in the Prior Plan shall 
          be no less vested in his Prior Plan Account than he was under the 
          Prior Plan.

Notwithstanding anything contained herein to the contrary, a Participant shall 

become fully and immediately vested upon the later of (i) his attainment of age 

65 or (ii) the fifth anniversary of the date on which he commenced participation

in the Plan.

          (c)  For purposes of this Section 8.2, a Participant's Years of 

Service shall include his entire Years of Service; provided however:

               (i)  in the case of a Participant who was not vested in any 
          portion of his Profit Sharing Account, Company Account and Prior Plan 
          Account, his Years of Service shall not include his Years of Service 
          completed before a Break in Service if the number of consecutive 
          one-year Breaks in Service equals or exceeds the greater of five or 
          the aggregate number of Years of Service, whether or not consecutive, 
          completed before such Break in Service (such aggregate number of
          Years of Service shall not include any Years of Service not taken into
          account by reason of any prior Break in Service);

               (ii)  in the case of a Participant who has a Break in Service of 
          less than 12 months, his Years of Service shall include both the Years
          of Service before and after such Break in Service; and

               (iii) in the case of a Participant who was a participant in the 
          Prior Plan, his Years of Service shall include the period of his 
          service for which he was credited for vesting purposes under the Prior
          Plan prior to September 1, 1995.

     8.3  In the event a Participant's employment terminates before his 

interests in his Profit Sharing Account, Company Account and Prior Plan Account 

become fully vested, the portion 
                                                              Page 93 of 118<PAGE>
                                - 30 -


of such Accounts which is not vested shall be forfeited and, subject to the 

provisions of Section 8.5, allocated in the manner described in Section 4.2 to 

the Profit Sharing Accounts of the remaining active Participants for the Plan 

Year in which such forfeiture occurs.

     8.4  Notwithstanding the provisions of Section 8.2, in the event the Plan 

shall be terminated or partially terminated, or upon a complete discontinuance 

of contributions, the interest of an affected Participant in his Profit Sharing 

Account, Company Account and Prior Plan Account shall become fully vested.

     8.5  In the case of a former Participant who has received a distribution of

his entire vested benefit under the Plan and forfeited his nonvested interest in

his Accounts by reason of termination of employment for any reason, and who 

subsequently becomes a Participant prior to the occurrence of five consecutive 

one-year Breaks in Service, he shall be entitled to repay to the Plan the full 

amount of such distribution.  Upon such repayment, any interest in such 

Participant's Accounts which was forfeited at the time of his termination of 

employment shall be restored and his right to receive such interest upon a 

subsequent termination of employment shall be determined in accordance with 

Section 8.2 based upon his total Years of Service at that time, if applicable. 

Such restoration shall be made from amounts forfeited under Section 8.3 in the 

year in which an Employee's right to such restoration arises.  To the extent 

that current forfeitures are insufficient to make such restoration, the 

Company shall make a special contribution to the Plan to restore the 

forfeited amount.
                                                               Page 94 of 118<PAGE>
                                - 31 -


                            ARTICLE IX

                      PAYMENTS FROM ACCOUNTS


     9.1  The entire vested interest of a Participant in his Accounts shall 

become payable upon any of the following events:

          (i)  the Participant's Retirement;

          (ii) the Participant's Total Disability;

          (iii) the Participant's death;

          (iv) the Participant's other termination of
               employment with the Employer (other than
               on account of a transfer of employment to
               an Affiliate);

          (v)  upon the Participant's request in 
               accordance with Section 9.8, on or 
               after the Participant's attainment
               of age 59 1/2; or

          (vi) as a hardship withdrawal under
               Section 9.9.

     9.2  A Participant may, prior to termination of his employment with the 

Employer, designate a beneficiary to whom distribution of his interest in the 

Trust Fund shall be paid in the event of his death prior to the full receipt of 

such interest; provided however, that in the event the Participant is married on

the date of his death, such beneficiary shall be deemed to be the Participant's 

surviving spouse.  The Participant may elect to change or revoke his designated




                                                              Page 95 of 118<PAGE>
                                - 32 -


beneficiary at any time; provided however, that in the event prior to such 

change or revocation such beneficiary is the Participant's surviving spouse, 

such election shall not be effective unless such surviving spouse provides 

written consent which acknowledges the effect of such election and is witnessed 

by a Plan representative or a notary public.  The affirmative designation of any

beneficiary and any elected change or revocation thereof by a Participant shall 

be made on forms provided by the Committee and shall not in any event be 

effective unless and until filed with the Committee.  If no designated or deemed

beneficiary survives the Participant or inactive Participant, or if an unmarried

Participant or inactive Participant fails to designate a beneficiary under the 

Plan, the amount payable upon the death of the Participant or inactive 

Participant shall be paid to his estate.

     9.3  Upon termination of employment for any reason, any part of a 

Participant's interest in his Accounts that has not vested shall be forfeited 

and applied in accordance with Section 8.3, and his active participation under 

the Plan will terminate subject to the provisions of Section 9.4.  If the amount

of the vested portion of a Participant's Profit Sharing Account, Company Account

and Prior Plan Account at the time of the Participant's termination of 

employment is zero, the Participant shall be deemed to have received a 

distribution of such zero vested interest in such Accounts.

     9.4  Notwithstanding the foregoing provisions of this ARTICLE IX, and 

subject to Section 9.10, payments will be made from a Participant's Accounts 

only upon the approval and 
                                                              Page 96 of 118<PAGE>
                               - 33 -
                                

direction of the Committee, at the time and in the manner determined by the 

Committee in accordance with the provisions of the Plan.  When the vested 

interest of a Participant becomes payable in accordance with the provisions of 

Section 9.1, the Committee shall direct the Trustee to pay from the Trust Fund 

an amount equal to the value of such vested interest as determined under 

Sections 7.4 and 7.5 (i) in the case of the portion of a Participant's Prior 

Plan Account which is not Participant-directed, as of the next Valuation Date 

following the event giving rise to the right to payment and (ii) in the case of 

the portion of a Participant's Accounts which is Participant-directed, the 

Valuation Date immediately preceding the date of payment.  Unless the 

Participant (or, if applicable, his beneficiary) does not consent to such 

payment, pursuant to Section 9.5, any such amount shall be paid to the 

Participant (or his beneficiary) no later than the earlier of (i) 60 days

after the close of the Plan Year in which such Participant's employment

terminates or (ii) the date the payment first becomes administratively feasible.

     9.5  The amounts payable from the Trust Fund shall be paid as a single sum;

provided however, that such single sum payment shall not be made without the 

consent of the Participant (or, if applicable, his beneficiary) if such amount 

exceeds $3,500.  Notwithstanding anything contained herein to the contrary, 

regardless of the form of payment, all distributions shall comply with Code 

section 401(a)(9) and the Internal Revenue Service Regulations thereunder, 

including the minimum distribution incidental death benefit requirement of Code 

section 401(a)(9)(G).
                                                              Page 97 of 118<PAGE>
                                - 34 -

     9.6  If any person who is entitled to receive a payment from the Plan shall

die prior to such payment, the amount remaining to be paid shall be paid in a 

single sum to the beneficiary previously designated by the Participant whose 

interest is involved, or, if no such beneficiary survives, to the estate of the 

Participant.

     9.7  Except as otherwise provided by law or the issuance of a "qualified 

domestic relations order" (within the meaning of Code section 414(p)), no person

shall have the right to assign, alienate, transfer, hypothecate or otherwise 

subject to lien his interest in or his benefit under the Plan, nor shall 

benefits under the Plan be subject to the claims of any creditor.  Any

other provision of the Plan to the contrary notwithstanding, if the amount 

payable to an alternate payee under a qualified domestic relations order is less

than or equal to $3,500, such amount shall be paid as soon as practicable 

following the qualification of the order.  If such amount exceeds $3,500, it may

be paid as soon as practicable following the qualification of the order if the

alternate payee consents thereto and if such order provides for such payment; 

otherwise, it may not be payable prior to the Participant's "earliest retirement

age" (within the meaning of Code section 414(p)(4)(B)).

     9.8  Subject to Section 10.4, upon written application to the Committee, 

in such form and manner as the Committee may prescribe, a Participant who is 

also an Employee may, on or after attainment of age 59 1/2, make a withdrawal 

once in each Plan Year from any or all of 


                                                              Page 98 of 118<PAGE>
                                - 35 -


his Accounts.  The minimum withdrawal a Participant may make under this 

Section 9.8 shall be the lesser of $500 or the balance in his Accounts, as 

applicable.

     9.9  (a)  Upon written application of a Participant, the Committee shall 

determine whether the Participant is entitled to make a hardship withdrawal from

his Deferral Account (excluding earnings on such Account), from the vested 

portion of his Company Account, or from his Profit Sharing Account, Prior 

Plan Account, Rollover Account or Transfer Account, as applicable, subject to 

the provisions of this Section 9.9.  A hardship entitling a Participant to make

a withdrawal will exist if the Committee determines, pursuant to subsection 

(b) of this Section 9.9, that the Participant has an immediate and heavy 

financial need.  A distribution based upon financial hardship cannot exceed the 

amount required to meet the immediate and heavy financial need created by the 

hardship and not reasonably available from reserves or other resources of the

Participant.  The amount of immediate and heavy financial need may include any 

amount necessary to pay any Federal, state or local income taxes or penalties 

reasonably anticipated to result from the distribution.  The determination of 

the existence of financial hardship and the amount required to be distributed 

to meet the need created by the hardship shall be made by the Committee, 

pursuant to subsection (b) of this Section 9.9, in accordance with uniform 

and nondiscriminatory standards.  Such withdrawal shall be made in cash upon 

30 days' prior written application to the Committee.  In no event may the 

amount of such hardship 
                                                              Page 99 of 118<PAGE>
                               - 36 -


withdrawal exceed the amount necessary to constitute security for 

repayment of any outstanding loan made pursuant to ARTICLE X.

          (b)  For purposes of this Section 9.9:

               (i)  A distribution will be made on account of an immediate and 
          heavy financial need of the Participant if the distribution is on 
          account of (A) medical expenses described in Code section 213(d) 
          incurred by the Participant, his spouse, or any dependents (as defined
          in Code section 152) or necessary for these persons to obtain medical 
          care described in Code section 213(d); (B) the purchase (excluding 
          mortgage payments) of a principal residence for the Participant; 
          (C) the payment of tuition and related educational fees for the next 
          12 months of post-secondary education for the Participant, his spouse,
          or any dependents; (D) the need to prevent the eviction of the 
          Participant from, or the foreclosure on the mortgage of, the 
          Participant's principal residence; or (E) other events or conditions 
          as prescribed or permitted by the Internal Revenue Service through 
          publication of documents of general applicability;

               (ii) A distribution will be necessary to satisfy an immediate and
          heavy financial need of a Participant if (A) the distribution is not 
          in excess of the amount of the immediate and heavy financial need of 
          the Participant and (B) the Participant has obtained all distribu-
          tions, other than hardship withdrawals, and all nontaxable loans 
          available under the Plan and any other plan maintained by the Company 
          in which the Participant participates; and

               (iii)     A Participant who receives a hardship withdrawal in 
          accordance with this Section (A) shall have contributions to his 
          Deferral Account (as well as other employee elective contributions 
          under any other plan of the Employer) suspended for 12 months after 
          receipt of the hardship withdrawal and (B) the maximum amount of 
          contributions to his Deferral Account made on behalf of such 
          Participant under this Plan or any other plan of the Employer in the 
          tax year following the tax year in which he receives a hardship 
          withdrawal shall be the applicable amount described in Section 2.5 for
          such tax year reduced by the amount of contributions to his Deferral 
          Account made on behalf of such Participant in the tax year in which
          he receives the hardship withdrawal.



                                                              Page 100 of 118<PAGE>
                                - 37 -


     9.10 All distributions made under this ARTICLE IX shall be paid to the 

Participant, beneficiary or alternate payee, with respect to a qualified 

domestic relations order, in cash; provided however, that a Participant, 

beneficiary or alternate payee who receives a distribution and who has all or a 

portion of his Accounts invested in the Stock Fund may request that all or a

designated portion of such distribution be made in the form of whole shares of 

Stock with the remainder, including any fractional share value, to be paid in 

cash.

     9.11 Any other provision of the Plan to the contrary notwithstanding, 

payment of a benefit under the Plan to a Participant shall commence no later 

than the April 1st next following the Plan Year in which the Participant attains

age 70 1/2, regardless of whether such Participant has retired as of such date.


                            ARTICLE X

                              LOANS


     10.1 Upon application to the Committee in writing, or pursuant to a voice 

response system approved by the Committee, a Participant shall be permitted to 

borrow from his Accounts in accordance with criteria established by the 

Committee on a uniform and nondiscriminatory basis.  A Participant shall be 

permitted to have no more than two loans outstanding at one time.  Any such loan

shall be evidenced by a note.


                                                              Page 101 of 118<PAGE>
                                - 38 -

     10.2 The minimum amount that a Participant shall be permitted to borrow is 

$500.  The maximum aggregate amount of all outstanding loans to a Participant 

under this Plan and any other plan of the Employer is the lesser of (i) $50,000 

(reduced by the highest outstanding balance of any prior Plan loan during the 

one-year period ending on the day before the date the Plan loan is made), or 

(ii) 50% of such Participant's accrued vested balances in his Accounts (less the

value of the Participant's Account invested in the Stock Fund).

     10.3 Each loan shall be repaid by the Participant through equal payroll 

deductions, on a level amortization basis, commencing with the date of the loan,

over a period of not more than 60 months.  Notwithstanding the preceding 

sentence, the Committee may permit repayment of a loan over a period in excess 

of five, but not in excess of twenty, years when the loan is used to acquire any

dwelling unit which within a reasonable time is to be used as a primary resi-

dence of the Participant.  Interest on loans shall be charged at a reasonable 

rate, as determined by the Committee on a uniform and nondiscriminatory basis.  

Such rate will remain fixed for the term of the loan.  A Participant may prepay 

the entire balance of his loan at any time without penalty.

     10.4 No distributions pursuant to ARTICLE IX (other than Section 9.9) shall

be made until the outstanding balance of any loan plus interest thereon is

repaid in full.

     10.5 If a loan is in default, the Committee shall liquidate all or any 

portion of the Participant's collateral account balance as necessary to 

discharge the Participant's obligation under the loan agreement before any 

amounts are paid to or on behalf of such Participant.  In      
                                                               Page 102 of 118<PAGE>
                                - 39 -


no event shall such liquidation occur prior to the time the Participant is 

entitled to a distribution under ARTICLE IX.  The following events will be 

considered a default:

     (1)  death or Total Disability of the Participant;

     (2)  termination of the Plan;

     (3)  retirement or separation from service by the Participant and

     (4)  failure to make any required payment of loan principal and interest.

     10.6 All loans granted under this ARTICLE X shall be granted in a uniform 

and nondiscriminatory manner in accordance with written loan procedures 

established by the Committee.  To the extent required by law and under such 

rules as the Committee shall adopt, loans shall be made available on a 

reasonably equivalent basis to any beneficiary or former Employee (i) who 

maintains a balance in one of more Accounts under the Plan, and (ii) who is a

party-in-interest with respect to the Plan (within the meaning of ERISA 

section  3(14)).

     10.7 The Company may amend the terms of, or discontinue, the loan program 

as it deems appropriate.  The Company or the Committee may also restrict or 

suspend the making of loans if it determines that the loan program is having 

adverse effects on Plan investment earnings or on Participants in general.







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                                - 40 -


                             ARTICLE XI

                           ADMINISTRATION


     11.1 The Plan shall be administered by a Committee of not less than three 

persons appointed by the Board of Directors.  The Company shall be the Plan 

Administrator and "named fiduciary" (within the meaning of ERISA section 402(a))

and the Committee shall assume the responsibilities and duties set forth in this

ARTICLE XI.

     11.2 The Committee shall establish rules for the administration of the 

Plan.  It shall interpret the Plan in its sole discretion and its determinations

shall be conclusive and binding upon all Participants and their beneficiaries.

     11.3 All expenses attributable to the administration of the Plan and the 

expenses of the Trustee shall be paid out of the Trust Fund except to the extent

paid by the Employer.

     11.4 The Committee shall have the power to assign any of its responsibi-

lities to subcommittees or members of the Committee and may designate one or 

more subcommittees or other persons to carry out any of its responsibilities.

     11.5 The Committee may employ such agents and such clerical and other 

services as it may deem advisable in carrying out the provisions of the Plan, 

and may consult with counsel, who may be counsel for the Company.





                                                              Page 104 of 118<PAGE>
                                - 41 -


                           ARTICLE XII

                             TRUSTEE


     12.1 All assets of the Plan shall be held pursuant to a Trust Agreement 

between a Trustee designated by the Board of Directors and the Company.  

The Trust Agreement shall provide, among other things, for a Trust Fund, to be 

administered by the Trustee, with respect to which all contributions shall be 

paid, and the Trustee shall have such rights, powers and duties as the

Board of Directors shall from time to time determine.  All assets of the Trust 

Fund shall be held, invested and reinvested in accordance with the provisions of

the Plan and the Trust Agreement.

     12.2 All Employer contributions to the Plan are expressly conditioned upon 

being deductible under Code section 404(a).  At no time prior to the 

satisfaction of all liabilities with respect to Participants and their 

beneficiaries shall any part of the assets of the Plan be used for or diverted 

to purposes other than for the exclusive benefit of such persons; provided 

however, Employer contributions may be returned to the Employer (a) within one 

year after the payment of a contribution, if made by the Employer by reason of a

mistake of fact, or (b) within one year of the disallowance of a deduction, to 

the extent a deduction is disallowed for such contribution under Code 

section  404(a).




                                                              Page 105 of 118<PAGE>
                                - 42 -


                           ARTICLE XIII

                    TERMINATION AND AMENDMENT


     13.1 The Company expects to continue the Plan indefinitely, but the 

continuance of the Plan and the payment of contributions are not assumed as 

contractual obligations.

     13.2 The Plan may be terminated at any time by adoption of resolutions by 

the Board of Directors.  If the Plan shall be terminated, the Trustee shall 

continue to hold, invest and administer the Trust Fund in accordance with the 

provisions of the Trust Agreement and shall make distributions therefrom in 

accordance with the provisions of the Plan, as then in effect, pursuant to 

instructions filed with the Trustee by the Committee upon such termination or 

from time to time thereafter.  Upon a complete discontinuance of contributions, 

or upon termination or partial termination of the Plan, each affected 

Participant or beneficiary shall have a nonforfeitable interest in his Accounts 

in the Plan.

     13.3 The Plan may be amended at any time and from time to time, including

retroactively, by adoption of resolutions by the Board of Directors; provided 

however, that no amendment shall reduce the vested percentage of a Participant's

accrued benefit derived from Employer contributions below the vested percentage 

thereof on the date such amendment is adopted or becomes effective, whichever is

later; and provided further, that no amendment shall decrease the accrued 

benefit of a Participant.
                                                              Page 106 of 118<PAGE>
                                - 43 -


                           ARTICLE XIV

                          MISCELLANEOUS


     14.1 Participation or non-participation in the Plan shall have no effect 

upon the employment status of any Employee.

     14.2 All benefits payable under the Plan shall be paid solely from the 

Plan, and the Employer assumes no liability or responsibility with respect to 

such payments.

     14.3 In the event of any merger or consolidation of the Plan with, or 

transfer of any assets or liabilities of the Plan to, any other plan, each 

Participant shall be entitled to receive a benefit immediately after such 

merger, consolidation, or transfer (computed as if such other plan had then 

terminated) which is equal to or greater than the benefit he would have been 

entitled to receive immediately before such merger, consolidation, or transfer 

(computed as if the Plan had then terminated).

     14.4 The Plan shall be construed and enforced in accordance with the laws 

of the State of New Jersey, except to the extent preempted by the laws of the 

United States.


                            ARTICLE XV

                       TOP HEAVY PROVISIONS


          The provisions of this ARTICLE XV shall become applicable only under 

the circumstances described hereunder.
                                                              Page 107 of 118<PAGE>
                                - 44 -


     15.1 For purposes of this ARTICLE XV, the Plan shall be "top heavy" if, as 

of the determination date (the last day of the preceding Plan Year), the present

value of the cumulative account balances for Key Employees under the Plan and 

all other plans in the "required aggregation group" or "permissive aggregation 

group," as appropriate, exceeds 60% of the present value of the cumulative 

account balances under all such plans for all Employees determined as of the 

applicable "valuation date."  For purposes of this ARTICLE XV, (a) "required 

aggregation group" means (i) each qualified plan of any Employer in which at 

least one Key Employee participates, and (ii) any other qualified plan of any 

Employer which enables a plan described in (i) to meet the requirements of Code 

section 401(a)(4) or 410, (b) "permissive aggregation group" means the required 

aggregation group of plans plus any other plan or plans of any Employer

which, when considered as a group with the required aggregation group, would 

continue to satisfy the requirements of Code sections 401(a)(4) and 410, and 

(c) "valuation date" means the most recent Valuation Date within a 12-month 

period ending on the determination date.  The present value of such account 

balances shall be computed in accordance with Code section 416(g), and the

above percentage ratio shall be determined by a fraction, the numerator of which

is the sum of the present value of the account balances of Key Employees under 

the Plan and all other plans in the aggregation group, and the denominator of 

which is the sum of the present value of the account balances under all such 

plans, including the Plan, for all Employees.  If an individual has not 

performed any service for the Employer at any time 
                                                              Page 108 of 118<PAGE>
                                - 45 -


during the five-year period ending on a determination date, any accrued benefit 

of such individual shall not be taken into account.

     15.2 The following provisions shall be applicable only in a Plan Year with 

respect to which the Plan becomes top heavy as defined herein and thereafter to 

the extent provided herein:

          (a)  Notwithstanding ARTICLE III, the Employer shall make a special

contribution on behalf of each non-Key Employee who has satisfied the 

eligibility requirements of the Plan, whether or not a Participant in the Plan 

and who is in service at the end of the Plan Year, with respect to such Plan 

Year in an amount which equals the lesser of (i) 3% of his Compensation (as 

defined in Code section 414(s)), or, to the extent required by the Code and

regulations) or (ii) the largest percentage of Compensation provided under 

the Plan for any Key Employee for such Plan Year without regard to this Section 

15.2.  Any such special Employer contribution shall be credited to such 

Participant's Company Account.  Notwithstanding the foregoing provisions of this

Section 15.2(a), if a Participant in the Plan is also a participant in any

defined benefit plan of the Employer, then for each Plan Year with respect to 

which the Plan is top heavy, such Participant's accrual of a minimum benefit 

under such defined benefit plan in accordance with Code section 416(c)(1) shall 

be deemed to satisfy the special Employer contribution requirement of this 

Section 15.2(a).  Employer contributions resulting from a salary reduction 

election by an Employee or matching contributions shall not be counted toward 

meeting the minimum required allocations under this section.

                                                              Page 109 of 118<PAGE>
                                - 46 -


          (b)  Notwithstanding Article VIII, a Participant's interest in his 

Profit Sharing Account, Company Account and Prior Plan Account, adjusted for his

share of income or losses and appreciation or depreciation therein, shall become

vested in accordance with the following schedule based on the Participant's 

Years of Service, if the application of such schedule would result in the 

Participant having a greater vested percentage in his Profit Sharing Account,

Company Account and Prior Plan Account than he would otherwise have under the 

terms of Article VIII of the Plan:


               YEARS OF SERVICE                    VESTED PERCENTAGE

               less than 2                                 0%
               2 but less than 3                          20%
               3 but less than 4                          40%
               4 but less than 5                          60%
               5 but less than 6                          80%
               6 or more                                 100%

          The minimum allocation required (to the extent not forfeitable under 

Code section 416(b)) may not be forfeited under Code section 411(a)(3)(B) or 

411(a)(3)(D).  If the Plan is no longer top-heavy in a later Plan Year, the 

foregoing vesting schedule shall continue to apply with respect to employees 

with less than three Years of Service except to the extent their benefits have

already vested by application of such schedule.

          (c)  Notwithstanding the provisions of Section 6.1, if during any Plan

Year an Employee participates in both a defined contribution plan and a defined 

benefit plan maintained 

                                                              Page 110 of 118<PAGE>
                                - 47 -


by the Company which comprise a "top heavy group," as defined in Code section 

416(g)(2)(B), the denominators of the defined benefit plan fraction and the 

defined contribution plan fraction, as described in Section 6.1(d), shall be 

calculated by substituting "1.0" for "1.25" each place it appears in such 

Section; provided however, that this Section 15.2(b) shall not apply with 

respect to a plan in the top heavy group if (i) such plan would satisfy the 

requirements of Code section 416(h)(2)(A) and (ii) the aggregate accrued 

benefits and cumulative account balances of Key Employees under all plans in 

the top heavy group do not exceed 90% of the aggregate accrued benefits and 

cumulative account balances under all such plans for all Employees.























                                                              Page 111 of 118<PAGE>
 

                                           
                                                               
                                 APPENDIX A

                           GRANDFATHER PROVISIONS


          This Appendix A shall apply to a Participant in the Prior Plan with 
respect to his Prior Plan Account.  Terms in this Appendix A shall have the same
meanings as described in the Plan document, unless the context otherwise clearly
requires.

          Upon the retirement of a Participant on or after the date on which 
such Participant attains age 65 or the fifth anniversary of the date on which he
commenced participation in the Plan, whichever is later, such Participant shall 
be entitled to have his Prior Plan Account paid in one of the following manners:

          (1)  Such amounts shall be paid or applied in monthly, quarterly, 
semi-annual or annual installments as nearly equal as practicable, over a fixed 
reasonable period of time not to exceed the life expectancy of such Participant,
of the joint life expectancy of the Participant and his designated Beneficiary; 
or 
          (2)  Such amounts shall be paid in a lump sum; or

          (3)  Such amounts shall be used to purchase from an insurance company
selected by the Committee, a nontransferable immediate or deferred annuity 
contract which shall provide for a fixed number of payments over a reasonable 
period of time not to exceed the life expectancy of such Participant or the 
joint life expectancy of the Participant and his designated beneficiary and 
which shall not require the survival of the Participant or his designated 
beneficiary as a condition of payment.
















                                                              Page 112 of 118<PAGE>