ADOPTION AGREEMENT #003
	NONSTANDARDIZED CODE 401(k) PROFIT SHARING PLAN


The undersigned,  Steel Technologies Inc.
("Employer"),  by  executing  this  Adoption  Agreement,  elects  to  
become  a  participating  Employer in the Benefit Actuaries, Inc.
Defined Contribution Prototype Plan (basic plan document # 01) by 
adopting the accompanying Plan and Trust in full as if the Employer were 
a signatory to that Agreement. The Employer makes the following 
elections granted under the provisions of the Prototype Plan.

	ARTICLE I
	DEFINITIONS

1.02	TRUSTEE. The Trustee executing this Adoption Agreement is: (Choose 
(a) or (b))
[   ]	(a)	A discretionary Trustee. See Section 10.03[A] of the Plan.
[X ]	(b)	A nondiscretionary Trustee. See Section 10.03[B] of the 
Plan. [Note: The Employer may not elect Option (b) if a Custodian 
executes the Adoption Agreement.]

1.03	PLAN. The name of the Plan as adopted by the Employer is  Steel 
Technologies Inc. Retirement Savings Plan.
 

1.07	EMPLOYEE. The following Employees are not eligible to participate 
in the Plan: (Choose (a) or at least one of (b) through (g))
[  ]    (a)     No exclusions.
[ X ]  (b)     Collective bargaining employees (as defined in Section 
1.07 of the Plan). [Note: If the Employer excludes union employees from 
the Plan, the Employer must be able to provide evidence that retirement 
benefits were the subject of good faith bargaining.] 
[    ]	(c)	Nonresident aliens who do not receive any earned 
income (as defined in Code 911(d)(2)) from the Employer which 
constitutes United States source income (as defined in Code 861(a)(3)).
[   ]	(d)	Commission Salesmen.
[   ]	(e)	Any Employee compensated on a salaried basis.
[   ]	(f)	Any Employee compensated on an hourly basis.
[   ]	(g)	(Specify)

Leased Employees. Any Leased Employee treated as an Employee under 
Section 1.31 of the Plan, is: (Choose (h) or (i))
[X ]	(h)	Not eligible to participate in the Plan. 
[    ]	(i)	Eligible to participate in the Plan, unless excluded 
by reason of an exclusion classification elected under this Adoption 
Agreement Section 1.07.
Related Employers. If any member of the Employer's related group (as 
defined in Section 1.30 of the Plan) executes a Participation Agreement 
to this Adoption Agreement, such member's Employees are eligible to 
participate in this Plan, unless excluded by reason of an exclusion 
classification elected under this Adoption Agreement Section 1.07. In 
addition: (Choose (j) or (k))
[    ]	(j)	No other related group member's Employees are eligible 
to participate in the Plan.
[   ]	(k)	The following nonparticipating related group member's 
Employees are eligible to participate in the Plan unless excluded by 
reason of an exclusion classification elected under this Adoption 
Agreement Section 1.07:



1.12	COMPENSATION.

Treatment of elective contributions. (Choose (a) or (b))
[X ]	(a)	"Compensation" includes elective contributions made by the 
Employer on the Employee's behalf. 
[   ]	(b)	"Compensation" does not include elective contributions.

Modifications to Compensation definition. (Choose (c) or at least one of 
(d) through (j))
[X ]	(c)	No modifications other than as elected under Options (a) or 
(b).

[   ]	(d)	The Plan excludes Compensation in excess of $         .

[   ]	(e)	In lieu of the definition in Section 1.12 of the Plan, 
Compensation means any earnings reportable as W-2 wages for Federal 
income tax withholding purposes, subject to any other election under 
this Adoption Agreement Section 1.12.

[   ]	(f)	The Plan excludes bonuses.
[   ]	(g)	The Plan excludes overtime.
[   ]	(h)	The Plan excludes Commissions.
[   ]	(i)	Compensation will not include Compensation from a related 
employer (as defined in Section 1.30 of the Plan) that has not executed 
a Participation Agreement in this Plan unless, pursuant to Adoption 
Agreement Section 1.07, the Employees of that related employer are 
eligible to participate in this Plan.
[   ]	(j)	(Specify).

If, for any Plan Year, the Plan uses permitted disparity in the 
contribution or allocation formula elected under Article III, any 
election of Options (f), (g), (h) or (j) is ineffective for such Plan 
Year with respect to any Nonhighly Compensated Employee.

Special definition for matching contributions. "Compensation" for 
purposes of any matching contribution formula under Article III means: 
(Choose (k) or (l) only if applicable) 
[X ]	(k)	Compensation as defined in this Adoption Agreement Section 
1.12.
[   ]	(l)	(Specify)


Special definition for salary reduction contributions. An Employee's 
salary reduction agreement applies to his Compensation determined prior 
to the reduction authorized by that salary reduction agreement, with the 
following exceptions: (Choose (m) or at least one of (n) or (o), if 
applicable)
[X ]	(m)	No exceptions.
[   ]	(n)	If the Employee makes elective contributions to another plan 
maintained by the Employer, the Advisory Committee will determine the 
amount of the Employee's salary reduction contribution for the 
withholding period: (Choose (1) or (2))
[   ]	(1)	After the reduction for such period of elective 
contributions to the other plan(s).
[   ]	(2)	Prior to the reduction for such period of elective 
contributions to the other plan(s).
[   ]	(o)	(Specify)

PLAN YEAR/LIMITATION YEAR. 

Plan Year. Plan Year means: (Choose (a) or (b))
[X ]	(a)	The 12 consecutive month period ending every September 30
 .

[   ]	(b)	(Specify)
 .

Limitation Year. The Limitation Year is: (Choose (c) or (d))
[ X]	(c)	The Plan Year.

[   ]	(d)	The 12 consecutive month period ending every
 . 

1.18	EFFECTIVE DATE. 

New Plan. The "Effective Date" of the Plan is
 .

Restated Plan. The restated Effective Date is  January 1, 1997
 . 

This  Plan  is  a  substitution  and  amendment  of  an  existing  
retirement  plan(s)  originally  established        August 1, 1993
 . [Note: See the Effective Date Addendum.]

1.27	HOUR OF SERVICE. The crediting method for Hours of Service is: 
(Choose (a) or (b))
[X ]	(a)	The actual method. 
[   ]	(b)	The ___________________________________________ equivalency 
method, except:
[   ]	(1)	No exceptions.
[   ]	(2)	The actual method applies for purposes of: (Choose at least 
one)
[   ]	(i)	Participation under Article II.
[   ]	(ii)	Vesting under Article V.
[   ]	(iii)	Accrual of benefits under Section 3.06.
[Note: On the blank line, insert "daily," "weekly," "semi-monthly 
payroll periods" or "monthly."]

1.29 SERVICE FOR PREDECESSOR EMPLOYER. In addition to the predecessor 
service the Plan must credit by reason of Section 1.29 of the Plan, the 
Plan credits Service with the following predecessor employer(s):  Mi-
Tech Steel Inc. (for Steel Technologies employees) and Steel 
Technologies Inc. (for Mi-Tech Steel Inc. employees).

Service with the designated predecessor employer(s) applies: (Choose 
at least one of (a) or (b); (c) is available only in addition to (a) or 
(b))
[X ]	(a)	For purposes of participation under Article II.
[X ]	(b)	For purposes of vesting under Article V.
[   ]	(c)	Except the following Service:

Note: If the Plan does not credit any predecessor service under this 
provision, insert "N/A" in the first blank line. The Employer may attach 
a schedule to this Adoption Agreement, in the same format as this 
Section 1.29, designating additional predecessor employers and the 
applicable service crediting elections.]

N/A	1.31 LEASED EMPLOYEES. If a Leased Employee is a Participant in 
the Plan and also participates in a plan maintained by the leasing 
organization: (Choose (a) or (b))
[   ]	(a)	The Advisory Committee will determine the Leased Employee's 
allocation of Employer contributions under Article III without taking 
into account the Leased Employee's allocation, if any, under the leasing 
organization's plan.
[    ]	(b)	The Advisory Committee will reduce a Leased Employee's 
allocation of Employer nonelective contributions (other than designated 
qualified nonelective contributions) under this Plan by the Leased 
Employee's allocation under the leasing organization's plan, but only to 
the extent that allocation is attributable to the Leased Employee's 
service provided to the Employer. The leasing organization's plan: 

[   ]	(1)	Must be a money purchase plan which would satisfy the 
definition under Section 1.31 of a safe harbor plan, irrespective of 
whether the safe harbor exception applies. 

[   ]	(2)	Must satisfy the features and, if a defined benefit plan, 
the method of reduction described in an addendum to this Adoption 
Agreement, numbered 1.31.


	ARTICLE II
	EMPLOYEE PARTICIPANTS
2.01	ELIGIBILITY. 
Eligibility conditions. To become a Participant in the Plan, an Employee 
must satisfy the following eligibility conditions: (Choose (a) or (b) or 
both; (c) is optional as an additional election)
[   ]	(a)	Attainment of age                         (specify age, not 
exceeding 21).
[X ]	(b)	Service requirement. (Choose one of (1) through (3))
[X ]	(1)	One Year of Service.
[   ]	(2)	                          months (not exceeding 12) 
following the Employee's Employment Commencement Date.
[   ]	(3)	One Hour of Service.

[   ]	(c)	Special requirements for non-401(k) portion of plan. (Make 
elections under (1) and under (2))
(1)	The requirements of this Option (c) apply to participation in: 
(Choose at least one of (i) through (iii))
[   ]	(i)	The allocation of Employer nonelective contributions and 
Participant forfeitures.
[   ]	(ii)	The allocation of Employer matching contributions (including 
forfeitures allocated as matching contributions).
[   ]	(iii)	The allocation of Employer qualified nonelective 
contributions.

(2)	For participation in the allocations described in (1), the 
eligibility conditions are: (Choose at least one of (i) through (iv))
[   ]	(i)	              (one or two) Year(s) of Service, without an 
intervening Break in Service (as described in Section 2.03(A) of the 
Plan) if the requirement is two Years of Service.
[   ]	(ii)	               months (not exceeding 24) following the 
Employee's Employment Commencement Date.
[   ]	(iii)	One Hour of Service.
[   ]	(iv)	Attainment of age                      (Specify age, not 
exceeding 21).
Plan Entry Date. "Plan Entry Date" means the Effective Date and: (Choose 
(d), (e) or (f))
[   ]	(d)	Semi-annual Entry Dates. The first day of the Plan Year and 
the first day of the seventh month of the Plan Year.
[   ]	(e)	The first day of the Plan Year

[X ]	(f)	(Specify entry dates)   January 1, April 1, July 1 and 
October 1
 .

Time of Participation. An Employee will become a Participant (and, if 
applicable, will participate in the allocations described in Option 
(c)(1)), unless excluded under Adoption Agreement Section 1.07, on the 
Plan Entry Date (if employed on that date): (Choose (g), (h) or (i))
[X ]	(g)	immediately following
[   ]	(h)	immediately preceding
[   ]	(i)	nearest
the date the Employee completes the eligibility conditions described in 
Options (a) and (b) (or in Option (c)(2) if applicable) of this Adoption 
Agreement Section 2.01. [Note: The Employer must coordinate the 
selection of (g), (h) or (i) with the "Plan Entry Date" selection in 
(d), (e) or (f). Unless otherwise excluded under Section 1.07, the 
Employee must become a Participant by the earlier of: (1) the first day 
of the Plan Year beginning after the date the Employee completes the age 
and service requirements of Code 410(a); or (2) 6 months after the date 
the Employee completes those requirements.]

Dual eligibility. The eligibility conditions of this Section 2.01 apply 
to: (Choose (j) or (k))
[X ]	(j)	All Employees of the Employer, except: (Choose (1) or (2))
[X ]	(1)	No exceptions.
[   ]	(2)	Employees who are Participants in the Plan as of the 
Effective Date.
[   ]	(k)	Solely to an Employee employed by the Employer after.

If the Employee was employed by the Employer on or before the 
specified date, the Employee will become a Participant: (Choose (1), (2) 
or (3))
[   ]	(1)	On the latest of the Effective Date, his Employment 
Commencement Date or the date he attains age                       (not 
to exceed 21).
[   ]	(2)	Under the eligibility conditions in effect under the Plan 
prior to the restated Effective Date. If the restated Plan required more 
than one Year of Service to participate, the eligibility condition under 
this Option (2) for participation in the Code 401(k) arrangement under 
this Plan is one Year of Service for Plan Years beginning after December 
31, 1988. [For restated plans only]
[   ]	(3)	(Specify)

2.02	YEAR OF SERVICE - PARTICIPATION.
Hours of Service. An Employee must complete: (Choose (a) or (b))
[X ]	(a)	1,000 Hours of Service
[   ]	(b)	                                Hours of Service
during an eligibility computation period to receive credit for a Year of 
Service. [Note: The Hours of Service requirement may not exceed 1,000.]

Eligibility computation period. After the initial eligibility 
computation period described in Section 2.02 of the Plan, the Plan 
measures the eligibility computation period as: (Choose (c) or (d))
[   ]	(c)	The 12 consecutive month period beginning with each 
anniversary of an Employee's Employment Commencement Date. 
[X ]	(d)	The Plan Year, beginning with the Plan Year which includes 
the first anniversary of the Employee's Employment Commencement Date. 

2.03 BREAK IN SERVICE - PARTICIPATION. The Break in Service rule 
described in Section 2.03(B) of the Plan: (Choose (a) or (b))
[X ]	(a)	Does not apply to the Employer's Plan.

[   ]	(b)	Applies to the Employer's Plan.

2.06	ELECTION NOT TO PARTICIPATE. The Plan: (Choose (a) or (b))
[X ]	(a)	Does not permit an eligible Employee or a Participant to 
elect not to participate. 

[   ]	(b)	Does permit an eligible Employee or a Participant to elect 
not to participate in accordance with Section 2.06 and with the 
following rules: (Complete (1), (2), (3) and (4))
(1)	An election is effective for a Plan Year if filed no later than
 .
(2)	An election not to participate must be effective for at least
Plan Year(s).
(3)	Following a re-election to participate, the Employee or 
Participant:
[   ]	(i)	May not again elect not to participate for any subsequent 
Plan Year.
[   ]	(ii)	May again elect not to participate, but not earlier than the  
Plan Year following the Plan Year in which the re-election first was 
effective.
(4)	(Specify)                 
[Insert "N/A" if no other rules apply].

	ARTICLE III 
	EMPLOYER CONTRIBUTIONS AND FORFEITURES 

3.01	AMOUNT. 

Part I. [Options (a) through (g)] Amount of Employer's contribution. The 
Employer's annual contribution to the Trust will equal the total amount 
of deferral contributions, matching contributions, qualified nonelective 
contributions and nonelective contributions, as determined under this 
Section 3.01. (Choose any combination of (a), (b), (c) and (d), or 
choose (e))
[X ]	(a)	Deferral contributions (Code 401(k) arrangement). (Choose 
(1) or (2) or both)
[X ]	(1) 	Salary reduction arrangement. The Employer must contribute 
the amount by which the Participants have reduced their Compensation for 
the Plan Year, pursuant to their salary reduction agreements on file 
with the Advisory Committee. A reference in the Plan to salary reduction 
contributions is a reference to these amounts.
[   ]	(2) 	Cash or deferred arrangement. The Employer will contribute 
on behalf of each Participant the portion of the Participant's 
proportionate share of the cash or deferred contribution which he has 
not elected to receive in cash. See Section 14.02 of the Plan. The 
Employer's cash or deferred contribution is the amount the Employer may 
from time to time deem advisable which the Employer designates as a cash 
or deferred contribution prior to making that contribution to the Trust.

[X ]	(b)	Matching contributions. The Employer will make matching 
contributions in accordance with the formula(s) elected in Part II of 
this Adoption Agreement Section 3.01.

[X ]	(c)	Designated qualified nonelective contributions. The 
Employer, in its sole discretion, may contribute an amount which it 
designates as a qualified nonelective contribution. 
[X ]	(d)	Nonelective contributions. (Choose any combination of (1) 
through (4))

[X ]	(1)	Discretionary contribution. The amount (or additional 
amount) the Employer may from time to time deem advisable.
[   ]	(2)	The amount (or additional amount) the Employer may from time 
to time deem advisable, separately determined for each of the following 
classifications of Participants: (Choose (i) or (ii))

[   ]	(i)	Nonhighly Compensated Employees and Highly Compensated 
Employees.
[   ]	(ii)	(Specify classifications)                               
 .
Under this Option (2), the Advisory Committee will allocate the amount 
contributed for each Participant classification in accordance with Part 
II of Adoption Agreement Section 3.04, as if the Participants in that 
classification were the only Participants in the Plan.
[   ]	(3)	                     % of the Compensation of all 
Participants under the Plan, determined for the Employer's taxable year 
for which it makes the contribution. [Note: The percentage selected may 
not exceed 15%.] 
[   ]	(4)	                       % of Net Profits but not more than $       
 .
[   ]	(e)	Frozen Plan. This Plan is a frozen Plan effective  

The Employer will not contribute to the Plan with respect to any 
period following the stated date.
Net Profits. The Employer: (Choose (f) or (g))
[X ]	(f)	Need not have Net Profits to make its annual contribution 
under this Plan. 
[   ]	(g)	Must have current or accumulated Net Profits exceeding $
to make the following contributions: (Choose at least one)
[   ]	(1)	Cash or deferred contributions described in Option (a)(2).
[   ]	(2)	Matching contributions described in Option (b), except:        
 .
[   ]	(3)	Qualified nonelective contributions described in Option (c).
[   ]	(4)	Nonelective contributions described in Option (d).
The term "Net Profits" means the Employer's net income or profits for 
any taxable year determined by the Employer upon the basis of its books 
of account in accordance with generally accepted accounting practices 
consistently applied without any deductions for Federal and state taxes 
upon income or for contributions made by the Employer under this Plan or 
under any other employee benefit plan the Employer maintains. The term 
"Net Profits" specifically excludes                                   
 . [Note: Enter "N/A" if no exclusions apply.]
If the Employer requires Net Profits for matching contributions and the 
Employer does not have sufficient Net Profits under Option (g), it will 
reduce the matching contribution under a fixed formula on a prorata 
basis for all Participants. A Participant's share of the reduced 
contribution will bear the same ratio as the matching contribution the 
Participant would have received if Net Profits were sufficient bears to 
the total matching contribution all Participants would have received if 
Net Profits were sufficient. If more than one member of a related group 
(as defined in Section 1.30) execute this Adoption Agreement, each 
participating member will determine Net Profits separately but will not 
apply this reduction unless, after combining the separately determined 
Net Profits, the aggregate Net Profits are insufficient to satisfy the 
matching contribution liability. "Net Profits" includes both current and 
accumulated Net Profits. 
Part II. [Options (h) through (j)] Matching contribution formula. [Note: 
If the Employer elected Option (b), complete Options (h), (i) and (j).]  
Steel Technologies Inc. (see attached for the Mi-Tech Steel matching 
contribution formula)

[X ]	(h)	Amount of matching contributions. For each Plan Year, the 
Employer's matching contribution is: (Choose any combination of (1), 
(2), (3), (4) and (5))
[   ]	(1) 	An amount equal to            % of each Participant's 
eligible contributions for the Plan Year.
[   ]	(2) 	An amount equal to       % of each Participant's first tier 
of eligible contributions for the Plan Year, plus the following matching 
percentage(s) for the following subsequent tiers of eligible 
contributions for the Plan Year:                                     
 .
[X ]	(3)	Discretionary formula. 
[X ]	(i)	An amount (or additional amount) equal to a matching 
percentage the Employer from time to time may deem advisable of the 
Participant's eligible contributions for the Plan Year.
[   ]	(ii)	An amount (or additional amount) equal to a matching 
percentage the Employer from time to time may deem advisable of each 
tier of the Participant's eligible contributions for the Plan Year.
[   ]	(4)	An amount equal to the following percentage of each 
Participant's eligible contributions for the Plan Year, based on the 
Participant's Years of Service:


Number of Years of Service						Matching 
Percentage

          								          
          								          
          								          
          								          

The Advisory Committee will apply this formula by determining Years of 
Service as follows:                                                 
 .

[   ]	(5)	A Participant's matching contributions may not: (Choose (i) 
or (ii))
[   ]	(i)	Exceed                                                    
 .
[   ]	(ii)	Be less than                                             
 .
Related Employers. If two or more related employers (as defined in 
Section 1.30) contribute to this Plan, the related employers may elect 
different matching contribution formulas by attaching to the Adoption 
Agreement a separately completed copy of this Part II. Note: Separate 
matching contribution formulas create separate current benefit 
structures that must satisfy the minimum participation test of Code 
401(a)(26).]
[   ]	(i)	Definition of eligible contributions. Subject to the 
requirements of Option (j), the term "eligible contributions" means: 
(Choose any combination of (1) through (3))
[   ]	(1)	Salary reduction contributions.
[   ]	(2)	Cash or deferred contributions (including any part of the 
Participant's proportionate share of the cash or deferred contribution 
which the Employer defers without the Participant's election).
[   ]	(3)	Participant mandatory contributions, as designated in 
Adoption Agreement Section 4.01. See Section 14.04 of the Plan. 
[   ]	(j)	Amount of eligible contributions taken into account. When 
determining a Participant's eligible contributions taken into account 
under the matching contributions formula(s), the following rules apply: 
(Choose any combination of (1) through (4))
[   ]	(1)	The Advisory Committee will take into account all eligible 
contributions credited for the Plan Year.
[   ]	(2)	The Advisory Committee will disregard eligible contributions 
exceeding                                                   
 .

[X ]	(3)	The Advisory Committee will treat as the first tier of 
eligible contributions, an amount not exceeding:  3% of compensation 
paid during the applicable allocation period                           
The subsequent tiers of eligible contributions are:  the next 3% of 
compensation paid during the applicable allocation period               
[X ]	(4)	(Specify)  No match to the Canton, Michigan facility of 
Steel Technologies Inc.
 .
Part III. [Options (k) and (l)]. Special rules for Code 401(k) 
Arrangement. (Choose (k) or (l), or both, as applicable)
[X ]	(k)	Salary Reduction Agreements. The following rules and 
restrictions apply to an Employee's salary reduction agreement: (Make a 
selection under (1), (2), (3) and (4))
(1)	Limitation on amount. The Employee's salary reduction 
contributions: (Choose (i) or at least one of (ii) or (iii))
[   ]	(i)	No maximum limitation other than as provided in the Plan.
[ X]	(ii)	May not exceed   15% of Compensation for the Plan Year, 
subject to the annual additions limitation described in Part 2 of 
Article III and the 402(g) limitation described in Section 14.07 of the 
Plan.
[   ]	(iii)	Based on percentages of Compensation must equal at least       
 .

(2)	An Employee may revoke, on a prospective basis, a salary reduction 
agreement: (Choose (i), (ii), (iii) or (iv))
[   ]	(i)	Once during any Plan Year but not later than                        
of the Plan Year. 
[X ]	(ii)	As of any Plan Entry Date. 
[   ]	(iii)	As of the first day of any month. 
[   ]	(iv)	(Specify, but must be at least once per Plan Year).
(3)	An Employee who revokes his salary reduction agreement may file a 
new salary reduction agreement with an effective date: (Choose (i), 
(ii), (iii) or (iv))
[   ]	(i)	No earlier than the first day of the next Plan Year. 
[X ]	(ii)	As of any subsequent Plan Entry Date. 
[   ]	(iii)	As of the first day of any month subsequent to the month in 
which he revoked an Agreement. 
[   ]	(iv)	(Specify, but must be at least once per Plan Year following 
the Plan Year of revocation)                    
 .
(4)	A Participant may increase or may decrease, on a prospective 
basis, his salary reduction percentage or dollar amount: (Choose (i), 
(ii), (iii) or (iv))
[   ]	(i)	As of the beginning of each payroll period.	
[   ]	(ii)	As of the first day of each month.	
[X ]	(iii)	As of any Plan Entry Date.
[   ]	(iv)	(Specify, but must permit an increase or a decrease at least 
once per Plan Year)   .

[   ]	(l)	Cash or deferred contributions. For each Plan Year for which 
the Employer makes a designated cash or deferred contribution, a 
Participant may elect to receive directly in cash not more than the 
following portion (or, if less, the 402(g) limitation described in 
Section 14.07 of the Plan) of his proportionate share of that cash or 
deferred contribution: (Choose (1) or (2))
[   ]	(1)	All or any portion.
[   ]	(2)	                                         
%.

3.04	CONTRIBUTION ALLOCATION. The Advisory Committee will allocate 
deferral contributions, matching contributions, qualified nonelective 
contributions and nonelective contributions in accordance with Section 
14.06 and the elections under this Adoption Agreement Section 3.04.
Part I. [Options (a) through (d)]. Special Accounting Elections. (Choose 
whichever elections are applicable to the Employer's Plan)
[ X]	(a)	Matching Contributions Account. The Advisory Committee will 
allocate matching contributions to a Participant's: (Choose (1) or (2); 
(3) is available only in addition to (1))
[ X]	(1)	Regular Matching Contributions Account.
[    ]	(2)	Qualified Matching Contributions Account.
[   ]	(3)	Except, matching contributions under Option(s) 
___________________ of Adoption Agreement Section 3.01 are allocable to 
the Qualified Matching Contributions Account.

[X ]	(b)	Special Allocation Dates for Salary Reduction Contributions. 
The Advisory Committee will allocate salary reduction contributions as 
of the Accounting Date and as of the following additional allocation 
dates: each payroll date                                                   
 .
[X ]	(c)	Special Allocation Dates for Matching Contributions. The 
Advisory Committee will allocate matching contributions as of the 
Accounting Date and as of the following additional allocation dates:  
the last day of each month 

[X ]	(d)	Designated Qualified Nonelective Contributions - Definition 
of Participant. For purposes of allocating the designated qualified 
nonelective contribution, "Participant" means: (Choose (1), (2) or (3))
[   ]	(1)	All Participants.
[X ]	(2)	Participants who are Nonhighly Compensated Employees for the 
Plan Year.
[   ]	(3)	(Specify)                                            
 .

Part II. Method of Allocation - Nonelective Contribution. Subject to any 
restoration allocation required under Section 5.04, the Advisory 
Committee will allocate and credit each annual nonelective contribution 
(and Participant forfeitures treated as nonelective contributions) to 
the Employer Contributions Account of each Participant who satisfies the 
conditions of Section 3.06, in accordance with the allocation method 
selected under this Section 3.04. If the Employer elects Option (e)(2), 
Option (g)(2) or Option (h), for the first 3% of Compensation allocated 
to all Participants, "Compensation" does not include any exclusions 
elected under Adoption Agreement Section 1.12 (other than the exclusion 
of elective contributions), and the Advisory Committee must take into 
account the Participant's Compensation for the entire Plan Year. (Choose 
an allocation method under (e), (f), (g) or (h); (i) is mandatory if the 
Employer elects (f), (g) or (h); (j) is optional in addition to any 
other election.)
[X ]	(e)	Nonintegrated Allocation Formula. (Choose (1) or (2))
[X ]	(1)	The Advisory Committee will allocate the annual nonelective 
contributions in the same ratio that each Participant's Compensation for 
the Plan Year bears to the total Compensation of all Participants for 
the Plan Year.
[   ]	(2)	The Advisory Committee will allocate the annual nonelective 
contributions in the same ratio that each Participant's Compensation for 
the Plan Year bears to the total Compensation of all Participants for 
the Plan Year. For purposes of this Option (2), "Participant" means, in 
addition to a Participant who satisfies the requirements of Section 3.06 
for the Plan Year, any other Participant entitled to a top heavy minimum 
allocation under Section 3.04(B), but such Participant's allocation will 
not exceed 3% of his Compensation for the Plan Year.
[   ]	(f)	Two-Tiered Integrated Allocation Formula - Maximum 
Disparity. First, the Advisory Committee will allocate the annual 
Employer nonelective contributions in the same ratio that each 
Participant's Compensation plus Excess Compensation for the Plan Year 
bears to the total Compensation plus Excess Compensation of all 
Participants for the Plan Year. The allocation under this paragraph, as 
a percentage of each Participant's Compensation plus Excess 
Compensation, must not exceed the applicable percentage (5.7%, 5.4% or 
4.3%) listed under the Maximum Disparity Table following Option (i). 
The Advisory Committee then will allocate any remaining nonelective 
contributions in the same ratio that each Participant's Compensation for 
the Plan Year bears to the total Compensation of all Participants for 
the Plan Year. 

[   ]	(g)	Three-Tiered Integrated Allocation Formula. First, the 
Advisory Committee will allocate the annual Employer nonelective 
contributions in the same ratio that each Participant's Compensation for 
the Plan Year bears to the total Compensation of all Participants for 
the Plan Year. The allocation under this paragraph, as a percentage of 
each Participant's Compensation may not exceed the applicable percentage 
(5.7%, 5.4% or 4.3%) listed under the Maximum Disparity Table following 
Option (i). Solely for purposes of the allocation in this first 
paragraph, "Participant" means, in addition to a Participant who 
satisfies the requirements of Section 3.06 for the Plan Year: (Choose 
(1) or (2))
[   ]	(1)	No other Participant.
[   ]	(2)	Any other Participant entitled to a top heavy minimum 
allocation under Section 3.04(B), but such Participant's allocation 
under this Option (g) will not exceed 3% of his Compensation for the 
Plan Year. 
As a second tier allocation, the Advisory Committee will allocate the 
nonelective contributions in the same ratio that each Participant's 
Excess Compensation for the Plan Year bears to the total Excess 
Compensation of all Participants for the Plan Year. The allocation under 
this paragraph, as a percentage of each Participant's Excess 
Compensation, may not exceed the allocation percentage in the first 
paragraph.

Finally, the Advisory Committee will allocate any remaining nonelective 
contributions in the same ratio that each Participant's Compensation for 
the Plan Year bears to the total Compensation of all Participants for 
the Plan Year.

[   ]	(h)	Four-Tiered Integrated Allocation Formula. First, the 
Advisory Committee will allocate the annual Employer nonelective 
contributions in the same ratio that each Participant's Compensation for 
the Plan Year bears to the total Compensation of all Participants for 
the Plan Year, but not exceeding 3% of each Participant's Compensation. 
Solely for purposes of this first tier allocation, a "Participant" 
means, in addition to any Participant who satisfies the requirements of 
Section 3.06 for the Plan Year, any other Participant entitled to a top 
heavy minimum allocation under Section 3.04(B) of the Plan. 

As a second tier allocation, the Advisory Committee will allocate the 
nonelective contributions in the same ratio that each Participant's 
Excess Compensation for the Plan Year bears to the total Excess 
Compensation of all Participants for the Plan Year, but not exceeding 3% 
of each Participant's Excess Compensation. 

As a third tier allocation, the Advisory Committee will allocate the 
annual Employer contributions in the same ratio that each Participant's 
Compensation plus Excess Compensation for the Plan Year bears to the 
total Compensation plus Excess Compensation of all Participants for the 
Plan Year. The allocation under this paragraph, as a percentage of each 
Participant's Compensation plus Excess Compensation, must not exceed the 
applicable percentage (2.7%, 2.4% or 1.3%) listed under the Maximum 
Disparity Table following Option (i).

The Advisory Committee then will allocate any remaining nonelective 
contributions in the same ratio that each Participant's Compensation for 
the Plan Year bears to the total Compensation of all Participants for 
the Plan Year. 

[   ]	(i)	Excess Compensation. For purposes of Option (f), (g) or (h), 
"Excess Compensation" means Compensation in excess of the following 
Integration Level: (Choose (1) or (2))
[   ]	(1)	              % (not exceeding 100%) of the taxable wage 
base, as determined under Section 230 of the Social Security Act, in 
effect on the first day of the Plan Year: (Choose any combination of (i) 
and (ii) or choose (iii))
[   ]	(i)	Rounded to                                              
(but not exceeding the taxable wage base).		

[   ]	(ii)	But not greater than $                                 .
[   ]	(iii)	Without any further adjustment or limitation.
[   ]	(2)	$                                             [Note: Not 
exceeding the taxable wage base for the Plan Year in which this Adoption 
Agreement first is effective.]

Maximum Disparity Table. For purposes of Options (f), (g) and (h), the 
applicable percentage is: 

Integration Level (as				Applicable Percentages for	
	Applicable Percentages
percentage of taxable wage base)		 Option (f) or Option (g) 	
	    for Option (h)    

100% 												
	5.7%					2.7%            

More than 80% but less than 100%				5.4%			
		2.4%

More than 20% (but not less than $10,001)
and not more than 80%							4.3% 		
		1.3%

20% (or $10,000, if greater) or less				5.7%		
			2.7%

[   ]	(j)	Allocation offset. The Advisory Committee will reduce a 
Participant's allocation otherwise made under Part II of this Section 
3.04 by the Participant's allocation under the following qualified 
plan(s) maintained by the Employer:                                 
 .

The Advisory Committee will determine this allocation reduction: (Choose 
(1) or (2))
[   ]	(1)	By treating the term "nonelective contribution" as including 
all amounts paid or accrued by the Employer during the Plan Year to the 
qualified plan(s) referenced under this Option (j). If a Participant 
under this Plan also participates in that other plan, the Advisory 
Committee will treat the amount the Employer contributes for or during a 
Plan Year on behalf of a particular Participant under such other plan as 
an amount allocated under this Plan to that Participant's Account for 
that Plan Year. The Advisory Committee will make the computation of 
allocation required under the immediately preceding sentence before 
making any allocation of nonelective contributions under this Section 
3.04.

[   ]	(2)	In accordance with the formula provided in an addendum to 
this Adoption Agreement, numbered 3.04(j).
Top Heavy Minimum Allocation - Method of Compliance. If a Participant's 
allocation under this Section 3.04 is less than the top heavy minimum 
allocation to which he is entitled under Section 3.04(B): (Choose (k) or 
(l))
[X ]	(k)	The Employer will make any necessary additional contribution 
to the Participant's Account, as described in Section 3.04(B)(7)(a) of 
the Plan.
[   ]	(l)	The Employer will satisfy the top heavy minimum allocation 
under the following plan(s) it maintains:                                
 . However, the Employer will make any necessary additional contribution 
to satisfy the top heavy minimum allocation for an Employee covered only 
under this Plan and not under the other plan(s) designated in this 
Option (l). See Section 3.04(B)(7)(b) of the Plan.
If the Employer maintains another plan, the Employer may provide in an 
addendum to this Adoption Agreement, numbered Section 3.04, any 
modifications to the Plan necessary to satisfy the top heavy 
requirements under Code 416.

Related employers. If two or more related employers (as defined in 
Section 1.30) contribute to this Plan, the Advisory Committee must 
allocate all Employer nonelective contributions (and forfeitures treated 
as nonelective contributions) to each Participant in the Plan, in 
accordance with the elections in this Adoption Agreement Section 3.04: 
(Choose (m) or (n))
[    ]	(m)	Without regard to which contributing related group 
member employs the Participant. 
[X ]	(n)	Only to the Participants directly employed by the 
contributing Employer. If a Participant receives Compensation from more 
than one contributing Employer, the Advisory Committee will determine 
the allocations under this Adoption Agreement Section 3.04 by prorating 
among the participating Employers the Participant's Compensation and, if 
applicable, the Participant's Integration Level under Option (i).

3.05	FORFEITURE  ALLOCATION. Subject to any restoration allocation 
required under Sections 5.04 or 9.14, the Advisory Committee will 
allocate a Participant forfeiture in accordance with Section 3.04: 
(Choose (a) or (b); (c) and (d) are optional in addition to (a) or (b)) 
[   ]	(a)	As an Employer nonelective contribution for the Plan Year in 
which the forfeiture occurs, as if the Participant forfeiture were an 
additional nonelective contribution for that Plan Year. 
[X]	(b)	To reduce the Employer matching contributions and 
nonelective contributions for the Plan Year: (Choose (1) or (2))
[X ]	(1)	in which the forfeiture occurs. 
[   ]	(2)	immediately following the Plan Year in which the forfeiture 
occurs. 
[    ]	(c)	To the extent attributable to matching contributions: 
(Choose (1), (2) or (3))
[    ]	(1)	In the manner elected under Options (a) or (b).
[   ]	(2)	First to reduce Employer matching contributions for the Plan 
Year: (Choose (i) or (ii))
[   ]	(i)	in which the forfeiture occurs,
[   ]	(ii)	immediately following the Plan Year in which the forfeiture 
occurs, 
then as elected in Options (a) or (b).
[   ]	(3)	As a discretionary matching contribution for the Plan Year 
in which the forfeiture occurs, in lieu of the manner elected under 
Options (a) or (b).
[   ]	(d)	First to reduce the Plan's ordinary and necessary 
administrative expenses for the Plan Year and then will allocate any 
remaining forfeitures in the manner described in Options (a), (b) or 
(c), whichever applies. If the Employer elects Option (c), the 
forfeitures used to reduce Plan expenses: (Choose (1) or (2))
[   ]	(1)	relate proportionately to forfeitures described in Option 
(c) and to forfeitures described in Options (a) or (b).
[   ]	(2)	relate first to forfeitures described in Option _________.
Allocation of forfeited excess aggregate contributions. The Advisory 
Committee will allocate any forfeited excess aggregate contributions (as 
described in Section 14.09): (Choose (e), (f) or (g)) 
[X ]	(e)	To reduce Employer matching contributions for the Plan Year: 
(Choose (1) or (2))
[X ]	(1)	in which the forfeiture occurs.
[   ]	(2)	immediately following the Plan Year in which the forfeiture 
occurs.
[   ]	(f)	As Employer discretionary matching contributions for the 
Plan Year in which forfeited, except the Advisory Committee will not 
allocate these forfeitures to the Highly Compensated Employees who 
incurred the forfeitures.
[   ]	(g)	In accordance with Options (a) through (d), whichever 
applies, except the Advisory Committee will not allocate these 
forfeitures under Option (a) or under Option (c)(3) to the Highly 
Compensated Employees who incurred the forfeitures.

3.06	ACCRUAL OF BENEFIT. 
Compensation taken into account. For the Plan Year in which the Employee 
first becomes a Participant, the Advisory Committee will determine the 
allocation of any cash or deferred contribution, designated qualified 
nonelective contribution or nonelective contribution by taking into 
account: (Choose (a) or (b))
[   ]	(a)	The Employee's Compensation for the entire Plan Year.
[X ]	(b)	The Employee's Compensation for the portion of the Plan Year 
in which the Employee actually is a Participant in the Plan.
Accrual Requirements. Subject to the suspension of accrual requirements 
of Section 3.06(E) of the Plan, to receive an allocation of cash or 
deferred contributions, matching contributions, designated qualified 
nonelective contributions, nonelective contributions and Participant 
forfeitures, if any, for the Plan Year, a Participant must satisfy the 
conditions described in the following elections: (Choose (c) or at least 
one of (d) through (f))
[   ]	(c)	Safe harbor rule. If the Participant is employed by the 
Employer on the last day of the Plan Year, the Participant must complete 
at least one Hour of Service for that Plan Year. If the Participant is 
not employed by the Employer on the last day of the Plan Year, the 
Participant must complete at least 501 Hours of Service during the Plan 
Year.
[X ]	(d)	Hours of Service condition. The Participant must complete 
the following minimum number of Hours of Service during the Plan Year: 
(Choose at least one of (1) through (5))
[X ] 	(1)	1,000 Hours of Service.  Applies to nonelective 
contributions and QNECs only. 
[   ]	(2)	(Specify, but the number of Hours of Service may not exceed 
1,000)                                                                
 .
[   ]	(3)	No Hour of Service requirement if the Participant terminates 
employment during the Plan Year on account of: (Choose (i), (ii) or 
(iii)) 
[   ]	(i)	Death.
[   ]	(ii)	Disability.
[   ]	(iii)	Attainment of Normal Retirement Age in the current Plan Year 
or in a prior Plan Year.
[   ]	(4)	                Hours of Service (not exceeding 1,000) if 
the Participant terminates employment with the Employer during the Plan 
Year, subject to any election in Option (3).
[   ]	(5)	No Hour of Service requirement for an allocation of the 
following contributions:                                 
 .

[   ]	(e)	Employment condition. The Participant must be employed by 
the Employer on the last day of the Plan Year, irrespective of whether 
he satisfies any Hours of Service condition under Option (d), with the 
following exceptions: (Choose (1) or at least one of (2) through (5))
[   ]	(1)	No exceptions.
[   ]	(2)	Termination of employment because of death.
[   ]	(3)	Termination of employment because of disability. 
[   ]	(4)	Termination of employment following attainment of Normal 
Retirement Age. 
[   ]	(5)	No employment condition for the following contributions:          
 .
[X ]	(f)	(Specify other conditions, if applicable): Collectively 
bargained employees at the Canton, Michigan facility of Steel 
Technologies Inc. are not eligible to receive an allocation of either 
the Matching Contribution or Nonelective Employer Contribution           
 .

Suspension of Accrual Requirements. The suspension of accrual 
requirements of Section 3.06(E) of the Plan: (Choose (g), (h) or (i))
[X ]	(g)	Applies to the Employer's Plan. 
[   ]	(h)	Does not apply to the Employer's Plan.
[   ]	(i)	Applies in modified form to the Employer's Plan, as 
described in an addendum to this Adoption Agreement, numbered Section 
3.06(E).
Special accrual requirements for matching contributions. If the Plan 
allocates matching contributions on two or more allocation dates for a 
Plan Year, the Advisory Committee, unless otherwise specified in Option 
(l), will apply any Hours of Service condition by dividing the required 
Hours of Service on a prorata basis to the allocation periods included 
in that Plan Year. Furthermore, a Participant who satisfies the 
conditions described in this Adoption Agreement Section 3.06 will 
receive an allocation of matching contributions (and forfeitures treated 
as matching contributions) only if the Participant satisfies the 
following additional condition(s): (Choose (j) or at least one of (k) or 
(l))
[X ]	(j)	No additional conditions.
[   ]	(k)	The Participant is not a Highly Compensated Employee for the 
Plan Year. This Option (k) applies to: (Choose (1) or (2))
[   ]	(1)	All matching contributions.
[   ]	(2)	Matching contributions described in Option(s) __________ of 
Adoption Agreement Section 3.01.
[   ]	(l)	(Specify)                                              
			                                                  
 .

3.15	MORE THAN ONE PLAN LIMITATION. If the provisions of Section 3.15 
apply, the Excess Amount attributed to this Plan equals: (Choose (a), 
(b) or (c))
[   ]	(a)	The product of: 
(i)	the total Excess Amount allocated as of such date (including any 
amount which the Advisory Committee would have allocated but for the 
limitations of Code 415), times 
(ii)	the ratio of (1) the amount allocated to the Participant as of 
such date under this Plan divided by (2) the total amount allocated as 
of such date under all qualified defined contribution plans (determined 
without regard to the limitations of Code 415). 
[X ]	(b)	The total Excess Amount. 
[   ]	(c)	None of the Excess Amount.

3.18	DEFINED BENEFIT PLAN LIMITATION. 
Application of limitation. The limitation under Section 3.18 of the 
Plan: (Choose (a) or (b))
[   ]	(a)	Does not apply to the Employer's Plan because the Employer 
does not maintain and never has maintained a defined benefit plan 
covering any Participant in this Plan.
[X ]	(b)	Applies to the Employer's Plan. To the extent necessary to 
satisfy the limitation under Section 3.18, the Employer will reduce: 
(Choose (1) or (2))
[   ]	(1)	The Participant's projected annual benefit under the defined 
benefit plan under which the Participant participates.
[X ]	(2)	Its contribution or allocation on behalf of the Participant 
to the defined contribution plan under which the Participant 
participates and then, if necessary, the Participant's projected annual 
benefit under the defined benefit plan under which the Participant 
participates.

[Note: If the Employer selects (a), the remaining options in this 
Section 3.18 do not apply to the Employer's Plan.] 

Coordination with top heavy minimum allocation. The Advisory Committee 
will apply the top heavy minimum allocation provisions of Section 
3.04(B) of the Plan with the following modifications: (Choose (c) or at 
least one of (d) or (e))
[X ]	(c)	No modifications.
[   ]	(d)	For Non-Key Employees participating only in this Plan, the 
top heavy minimum allocation is the minimum allocation described in 
Section 3.04(B) determined by substituting _________% (not less than 4%) 
for "3%," except: (Choose (i) or (ii))
[   ]	(i)  No exceptions.
[   ]	(ii) Plan Years in which the top heavy ratio exceeds 90%.
[   ]	(e)	For Non-Key Employees also participating in the defined 
benefit plan, the top heavy minimum is: (Choose (1) or (2))
[   ]	(1)	5% of Compensation (as determined under Section 3.04(B) or 
the Plan) irrespective of the contribution rate of any Key Employee, 
except: (Choose (i) or (ii))
[   ]	(i)  No exceptions.
[   ]	(ii) Substituting "71/2%" for "5%" if the top heavy ratio does not 
exceed 90%.
[   ]	(2)	0%. [Note: The Employer may not select this Option (2) 
unless the defined benefit plan satisfies the top heavy minimum benefit 
requirements of Code 416 for these Non-Key Employees.]

Actuarial Assumptions for Top Heavy Calculation. To determine the top 
heavy ratio, the Advisory Committee will use the following interest rate 
and mortality assumptions to value accrued benefits under a defined 
benefit plan:                                                        
 . 

If the elections under this Section 3.18 are not appropriate to satisfy 
the limitations of Section 3.18, or the top heavy requirements under 
Code 416, the Employer must provide the appropriate provisions in an 
addendum to this Adoption Agreement.

	ARTICLE IV 
	PARTICIPANT CONTRIBUTIONS

4.01	PARTICIPANT NONDEDUCTIBLE CONTRIBUTIONS. The Plan: (Choose (a) or 
(b); (c) is available only with (b))
[ X]	(a)	Does not permit Participant nondeductible contributions. 
[   ]	(b)	Permits Participant nondeductible contributions, pursuant to 
Section 14.04 of the Plan. 
[   ]	(c)	The following portion of the Participant's nondeductible 
contributions for the Plan Year are mandatory contributions under Option 
(i)(3) of Adoption Agreement Section 3.01: (Choose (1) or (2))
[   ]	(1)	The amount which is not less than:                        
 .
[   ]	(2)	The amount which is not greater than:                      
 .

Allocation dates. The Advisory Committee will allocate nondeductible 
contributions for each Plan Year as of the Accounting Date and the 
following additional allocation dates: (Choose (d) or (e))
[   ]	(d)	No other allocation dates.
[   ]	(e)	(Specify)                                                  
 .
As of an allocation date, the Advisory Committee will credit all 
nondeductible contributions made for the relevant allocation period. 
Unless otherwise specified in (e), a nondeductible contribution relates 
to an allocation period only if actually made to the Trust no later than 
30 days after that allocation period ends.
4.05	PARTICIPANT  CONTRIBUTION - WITHDRAWAL/DISTRIBUTION. Subject to 
the restrictions of Article VI, the following distribution options apply 
to a Participant's Mandatory Contributions Account, if any, prior to his 
Separation from Service: (Choose (a) or at least one of (b) through (d))
[   ]	(a)	No distribution options prior to Separation from Service.
[   ]	(b)	The same distribution options applicable to the Deferral 
Contributions Account prior to the Participant's Separation from 
Service, as elected in Adoption Agreement Section 6.03.
[   ]	(c)	Until he retires, the Participant has a continuing election 
to receive all or any portion of his Mandatory Contributions Account if: 
(Choose (1) or at least one of (2) through (4))
[   ]	(1)	No conditions.
[   ]	(2)	The mandatory contributions have accumulated for at least    
Plan Years since the Plan Year for which contributed.
[   ]	(3)	The  Participant  suspends  making  nondeductible  
contributions  for  a  period of                            months.
[   ]	(4)	(Specify)                                        
 .

[   ]	(d)	(Specify)                                                  
 .


	ARTICLE V 
	TERMINATION OF SERVICE - PARTICIPANT VESTING 
5.01	NORMAL RETIREMENT. Normal Retirement Age under the Plan is: 
(Choose (a) or (b))
[X ]	(a)	 65                              [State age, but may not 
exceed age 65]. 

[   ]	(b)	The later of the date the Participant attains             
(_____) years of age or the                                 (_____) 
anniversary of the first day of the Plan Year in which the Participant 
commenced participation in the Plan. [The age selected may not exceed 
age 65 and the anniversary selected may not exceed the 5th.]  
5.02 PARTICIPANT DEATH OR DISABILITY. The 100% vesting rule under 
Section 5.02 of the Plan: (Choose (a) or choose one or both of (b) and 
(c))
[   ]	(a)	Does not apply.
[X ]	(b)	Applies to death.
[X ]	(c)	Applies to disability.

5.03	VESTING SCHEDULE. 
Deferral Contributions Account/Qualified Matching Contributions 
Account/Qualified Nonelective Contributions Account/Mandatory 
Contributions Account. A Participant has a 100% Nonforfeitable interest 
at all times in his Deferral Contributions Account, his Qualified 
Matching Contributions Account, his Qualified Nonelective Contributions 
Account and in his Mandatory Contributions Account.
Regular Matching Contributions Account/Employer Contributions Account. 
With respect to a Participant's Regular Matching Contributions Account 
and Employer Contributions Account, the Employer elects the following 
vesting schedule: (Choose (a) or (b); (c) and (d) are available only as 
additional options)
[   ]	(a) 	Immediate vesting. 100% Nonforfeitable at all times. [Note: 
The Employer must elect Option (a) if the eligibility conditions under 
Adoption Agreement Section 2.01(c) require 2 years of service or more 
than 12 months of employment.]

[X ]	(b) 	Graduated Vesting Schedules.






	Top Heavy Schedule
 (Mandatory)
 
  Years of	Nonforfeitable
  Service 	  Percentage  

Less than 1 						        	0%
 		1 									0%	      
		2 									0%	
						 
       		3 								
	100%											
		
4 								  	100%
5 									100%
6 or more 					 		100%


	Non Top Heavy Schedule
	(Optional)		 

  Years of	Nonforfeitable
  Service 	  Percentage  

Less than 1 					0%					
			        
1 				    	0%
2 					        0%
3 					        0%
4 					        0%
5 					 100%
6 					 100%
7 or more 				100%


[   ]	(c)	Special vesting election for Regular Matching Contributions 
Account. In lieu of the election under Options (a) or (b), the Employer 
elects the following vesting schedule for a Participant's Regular 
Matching Contributions Account: (Choose (1) or (2))
[   ]	(1)	100% Nonforfeitable at all times.
[   ]	(2)	In accordance with the vesting schedule described in the 
addendum to this Adoption Agreement, numbered 5.03(c). [Note: If the 
Employer elects this Option (c)(2), the addendum must designate the 
applicable vesting schedule(s) using the same format as used in Option 
(b).]
[Note: Under Options (b) and (c)(2), the Employer must complete a Top 
Heavy Schedule which satisfies Code 416. The Employer, at its option, 
may complete a Non Top Heavy Schedule. The Non Top Heavy Schedule must 
satisfy Code 411(a)(2). Also see Section 7.05 of the Plan.]
[X ]	(d)	The Top Heavy Schedule under Option (b) (and, if applicable, 
under Option (c)(2)) applies: (Choose (1) or (2))
[X ]	(1)	Only in a Plan Year for which the Plan is top heavy.

[   ]	(2)	In the Plan Year for which the Plan first is top heavy and 
then in all subsequent Plan Years. [Note: The Employer may not elect 
Option (d) unless it has completed a Non Top Heavy Schedule.]

Minimum vesting. (Choose (e) or (f))
[X ]	(e)	The Plan does not apply a minimum vesting rule.
[   ]	(f)	A  Participant's  Nonforfeitable  Accrued  Benefit  will  
never  be  less  than  the lesser of $                      or his 
entire Accrued Benefit, even if the application of a graduated vesting 
schedule under Options (b) or (c) would result in a smaller 
Nonforfeitable Accrued Benefit.

Life Insurance Investments. The Participant's Accrued Benefit 
attributable to insurance contracts purchased on his behalf under 
Article XI is: (Choose (g) or (h))
[   ]	(g)	Subject to the vesting election under Options (a), (b) or 
(c).
[   ]	(h)	100% Nonforfeitable at all times, irrespective of the 
vesting election under Options (b) or (c)(2). 

5.04 CASH-OUT DISTRIBUTIONS TO PARTIALLY-VESTED PARTICIPANTS/ 
RESTORATION OF FORFEITED ACCRUED BENEFIT. The deemed cash-out rule 
described in Section 5.04(C) of the Plan: (Choose (a) or (b))
[   ]	(a)	Does not apply.
[X ]	(b)	Will apply to determine the timing of forfeitures for 0% 
vested Participants. A Participant is not a 0% vested Participant if he 
has a Deferral Contributions Account.

5.06	YEAR OF SERVICE - VESTING.
Vesting computation period. The Plan measures a Year of Service on the 
basis of the following 12 consecutive month periods: (Choose (a) or (b))
[X ]	(a)	Plan Years.
[   ]	(b)	Employment Years. An Employment Year is the 12 consecutive 
month period measured from the Employee's Employment Commencement Date 
and each successive 12 consecutive month period measured from each 
anniversary of that Employment Commencement Date.

Hours of Service. The minimum number of Hours of Service an Employee 
must complete during a vesting computation period to receive credit for 
a Year of Service is: (Choose (c) or (d))
[X ]	(c)	1,000 Hours of Service.
[   ]	(d)	               Hours of Service. [Note: The Hours of Service 
requirement may not exceed 1,000.]

5.08	INCLUDED YEARS OF SERVICE - VESTING. The Employer specifically 
excludes the following Years of Service: (Choose (a) or at least one of 
(b) through (e))
[   ]	(a)	None other than as specified in Section 5.08(a) of the Plan. 
[   ]	(b)	Any Year of Service before the Participant attained the age 
of                        (_____). [Note: The age selected may not 
exceed age 18.] 
[   ]	(c)	Any Year of Service during the period the Employer did not 
maintain this Plan or a predecessor plan. 
[X ]	(d)	Any Year of Service before a Break in Service if the number 
of consecutive Breaks in Service equals or exceeds the greater of 5 or 
the aggregate number of the Years of Service prior to the Break. This 
exception applies only if the Participant is 0% vested in his Accrued 
Benefit derived from Employer contributions at the time he has a Break 
in Service. Furthermore, the aggregate number of Years of Service before 
a Break in Service do not include any Years of Service not required to 
be taken into account under this exception by reason of any prior Break 
in Service. 

[   ]	(e)	Any Year of Service earned prior to the effective date of 
ERISA if the Plan would have disregarded that Year of Service on account 
of an Employee's Separation from Service under a Plan provision in 
effect and adopted before January 1, 1974. 

	ARTICLE VI 
	TIME AND METHOD OF PAYMENTS OF BENEFITS

Code 411(d)(6) Protected Benefits. The elections under this Article VI 
may not eliminate Code 411(d)(6) protected benefits. To the extent the 
elections would eliminate a Code 411(d)(6) protected benefit, see 
Section 13.02 of the Plan. Furthermore, if the elections liberalize the 
optional forms of benefit under the Plan, the more liberal options apply 
on the later of the adoption date or the Effective Date of this Adoption 
Agreement.

6.01	TIME OF PAYMENT OF ACCRUED BENEFIT. 
Distribution date. A distribution date under the Plan means  ninety days 
following termination unless the participant has reached his Normal 
Retirement Age or has reached age 55 and 10 years of service, in which 
case his distribution date shall be as soon as practical after his 
Separation from Service.          . [Note: The Employer must specify the 
appropriate date(s). The specified distribution dates primarily 
establish annuity starting dates and the notice and consent periods 
prescribed by the Plan. The Plan allows the Trustee an administratively 
practicable period of time to make the actual distribution relating to a 
particular distribution date.]

Nonforfeitable Accrued Benefit Not Exceeding $3,500. Subject to the 
limitations of Section 6.01(A)(1), the distribution date for 
distribution of a Nonforfeitable Accrued Benefit not exceeding $3,500 
is: (Choose (a), (b), (c), (d) or (e))
[   ]	(a)	                                                       of 
the                                                  Plan Year beginning 
after the Participant's Separation from Service.
[X ]	(b)	 ninety days                                                  
following the Participant's Separation from Service.
[   ]	(c)	                                                                
of the Plan Year after the Participant incurs                       
Break(s) in Service (as defined in Article V).
[   ]	(d)	                                          
following the Participant's attainment of Normal Retirement Age, but not 
earlier than                                                                 
days following his Separation from Service.
[X ]	(e)	(Specify)  If the Participant separates from service on or 
after his Normal Retirement Age or the date he reaches age 55 and 10 
years of service, his distribution date shall be as soon as practical 
after he separates from service.                                    
 .

Nonforfeitable Accrued Benefit Exceeds $3,500. See the elections under 
Section 6.03.

Disability. The distribution date, subject to Section 6.01(A)(3), is: 
(Choose (f), (g) or (h))
[X ]	(f)	 as soon as administratively feasible                            
after the Participant terminates employment because of disability.
[   ]	(g)	The same as if the Participant had terminated employment 
without disability.
[   ]	(h)	(Specify)                                                     
 .
Hardship. (Choose (i) or (j))
[X ]	(i)	The Plan does not permit a hardship distribution to a 
Participant who has separated from Service. 
[   ]	(j)	The Plan permits a hardship distribution to a Participant 
who has separated from Service in accordance with the hardship 
distribution policy stated in:  (Choose (1), (2) or (3))
[   ]	(1)	Section 6.01(A)(4) of the Plan.

[   ]	(2)	Section 14.11 of the Plan.
[   ]	(3)	The addendum to this Adoption Agreement, numbered Section 
6.01. 

Default on a Loan. If a Participant or Beneficiary defaults on a loan 
made pursuant to a loan policy adopted by the Advisory Committee 
pursuant to Section 9.04, the Plan: (Choose (k), (l) or (m))
[   ]	(k)	Treats the default as a distributable event. The Trustee, at 
the time of the default, will reduce the Participant's Nonforfeitable 
Accrued Benefit by the lesser of the amount in default (plus accrued 
interest) or the Plan's security interest in that Nonforfeitable Accrued 
Benefit. To the extent the loan is attributable to the Participant's 
Deferral Contributions Account, Qualified Matching Contributions Account 
or Qualified Nonelective Contributions Account, the Trustee will not 
reduce the Participant's Nonforfeitable Accrued Benefit unless the 
Participant has separated from Service or unless the Participant has 
attained age 591/2.
[   ]	(l)	Does not treat the default as a distributable event. When an 
otherwise distributable event first occurs pursuant to Section 6.01 or 
Section 6.03 of the Plan, the Trustee will reduce the Participant's 
Nonforfeitable Accrued Benefit by the lesser of the amount in default 
(plus accrued interest) or the Plan's security interest in that 
Nonforfeitable Accrued Benefit.

[   ]	(m)	(Specify)                                                 
 .

6.02 METHOD OF PAYMENT OF ACCRUED BENEFIT. The Advisory Committee will 
apply Section 6.02 of the Plan with the following modifications: (Choose 
(a) or at least one of (b), (c), (d) and (e))
[X ]	(a)	No modifications.
[   ]	(b)	Except as required under Section 6.01 of the Plan, a lump 
sum distribution is not available:                            
 .
[ X]	(c)	An installment distribution: (Choose (1) or at least one of 
(2) or (3))
[X ]	(1)	Is not available under the Plan.
[   ]	(2)	May not exceed the lesser of                                   
years or the maximum period permitted under Section 6.02.
[   ]	(3)	(Specify)                                       
 .

[ X]	(d)	The Plan permits the following annuity options:  none                 
 .
Any Participant who elects a life annuity option is subject to the 
requirements of Sections 6.04(A), (B), (C) and (D) of the Plan. See 
Section 6.04(E). [Note: The Employer may specify additional annuity 
options in an addendum to this Adoption Agreement, numbered 6.02(d).]

[   ]	(e)	If the Plan invests in qualifying Employer securities, as 
described in Section 10.03(F), a Participant eligible to elect 
distribution under Section 6.03 may elect to receive that distribution 
in Employer securities only in accordance with the provisions of the 
addendum to this Adoption Agreement, numbered 6.02(e).

6.03 BENEFIT PAYMENT ELECTIONS.
Participant Elections After Separation from Service. A Participant who 
is eligible to make distribution elections under Section 6.03 of the 
Plan may elect to commence distribution of his Nonforfeitable Accrued 
Benefit: (Choose at least one of (a) through (c))

[   ]	(a)	As of any distribution date, but not earlier than            
of the                                                          Plan 
Year beginning after the Participant's Separation from Service. 

[X ]	(b)	As of the following date(s): (Choose at least one of Options 
(1) through (6))
[   ]	(1)	Any distribution date after the close of the Plan Year in 
which the Participant attains Normal Retirement Age.

[X ]	(2)	Any distribution date following his Separation from Service 
with the Employer.

[   ]	(3)	Any distribution date in the                   
Plan Year(s) beginning after his Separation from Service. 

[   ]	(4)	Any  distribution  date  in  the  Plan  Year  after  the  
Participant incurs ____________________ Break(s) in Service (as defined 
in Article V).

[   ]	(5)	Any distribution date following attainment of age              
and completion of at least                             Years of Service 
(as defined in Article V).
[   ]	(6)	(Specify)                                                  
 .

[   ]	(c)	(Specify)                                                   
 .

The distribution events described in the election(s) made under Options 
(a), (b) or (c) apply equally to all Accounts maintained for the 
Participant unless otherwise specified in Option (c).

Participant Elections Prior to Separation from Service - Regular 
Matching Contributions Account and Employer Contributions Account. 
Subject to the restrictions of Article VI, the following distribution 
options apply to a Participant's Regular Matching Contributions Account 
and Employer Contributions Account prior to his Separation from Service: 
(Choose (d) or at least one of (e) through (h))

[X ]	(d)	No distribution options prior to Separation from Service.

[   ]	(e)	Attainment of Specified Age. Until he retires, the 
Participant has a continuing election to receive all or any portion of 
his Nonforfeitable interest in these Accounts after he attains: (Choose 
(1) or (2))
[   ]	(1)	Normal Retirement Age.
[   ]	(2)	                                     years of age and is at 
least __________% vested in these Accounts. [Note: If the percentage is 
less than 100%, see the special vesting formula in Section 5.03.]

[   ]	(f)	After a Participant has participated in the Plan for a 
period of not less than ______ years and he is 100% vested in these 
Accounts, until he retires, the Participant has a continuing election to 
receive all or any portion of the Accounts. [Note: The number in the 
blank space may not be less than 5.]

[   ]	(g)	Hardship. A Participant may elect a hardship distribution 
prior to his Separation from Service in accordance with the hardship 
distribution policy: (Choose (1), (2) or (3); (4) is available only as 
an additional option)

[   ]	(1)	Under Section 6.01(A)(4) of the Plan. 

[   ]	(2)	Under Section 14.11 of the Plan.

[   ]	(3)	Provided in the addendum to this Adoption Agreement, 
numbered Section 6.03.

[   ]	(4)	In no event may a Participant receive a hardship 
distribution before he is at least _________% vested in these Accounts. 
[Note: If the percentage in the blank is less than 100%, see the special 
vesting formula in Section 5.03.]

[   ]	(h)	(Specify)                                     
 .  
[Note: The Employer may use an addendum, numbered 6.03, to provide 
additional language authorized by Options (b)(6), (c), (g)(3) or (h) of 
this Adoption Agreement Section 6.03.]

Participant Elections Prior to Separation from Service - Deferral 
Contributions Account, Qualified Matching Contributions Account and 
Qualified Nonelective Contributions Account. Subject to the restrictions 
of Article VI, the following distribution options apply to a 
Participant's Deferral Contributions Account, Qualified Matching 
Contributions Account and Qualified Nonelective Contributions Account 
prior to his Separation from Service: (Choose (i) or at least one of (j) 
through (l))

[   ]	(i)	No distribution options prior to Separation from Service.

[   ]	(j)	Until he retires, the Participant has a continuing election 
to receive all or any portion of these Accounts after he attains: 
(Choose (1) or (2))

[   ]	(1)	The later of Normal Retirement Age or age 591/2.

[   ]	(2)	Age                                (at least 591/2).

[X ]	(k)	Hardship. A Participant, prior to this Separation from 
Service, may elect a hardship distribution from his Deferral 
Contributions Account in accordance with the hardship distribution 
policy under Section 14.11 of the Plan. 

[X ]	(l)	(Specify) Amount of hardship distribution is limited to 
lesser of (1) Participant's Deferral Contribution Account balance or (2) 
the cumulative amount the Participant has deferred (less the amount of 
any prior hardship distribution). [Note: Option (l) may not permit in 
service distributions prior to age 591/2 (other than hardship) and may 
not modify the hardship policy described in Section 14.11.]

Sale of trade or business/subsidiary. If the Employer sells 
substantially all of the assets (within the meaning of Code 409(d)(2)) 
used in a trade or business or sells a subsidiary (within the meaning of 
Code 409(d)(3)), a Participant who continues employment with the 
acquiring corporation is eligible for distribution from his Deferral 
Contributions Account, Qualified Matching Contributions Account and 
Qualified Nonelective Contributions Account: (Choose (m) or (n))

[X ]	(m)	Only as described in this Adoption Agreement Section 6.03 
for distributions prior to Separation from Service.

[   ]	(n)	As if he has a Separation from Service. After March 31, 
1988, a distribution authorized solely by reason of this Option (n) must 
constitute a lump sum distribution, determined in a manner consistent 
with Code 401(k)(10) and the applicable Treasury regulations.

6.04	ANNUITY DISTRIBUTIONS TO PARTICIPANTS AND SURVIVING SPOUSES. The 
annuity distribution requirements of Section 6.04: (Choose (a) or (b))
[X ]	(a)	Apply only to a Participant described in Section 6.04(E) of 
the Plan (relating to the profit sharing exception to the joint and 
survivor requirements).
[   ]	(b) Apply to all Participants. 


	ARTICLE IX
	ADVISORY COMMITTEE - DUTIES WITH RESPECT TO PARTICIPANTS' ACCOUNTS

9.10	VALUE OF PARTICIPANT'S ACCRUED BENEFIT. If a distribution (other 
than a distribution from a segregated Account and other than a 
corrective distribution described in Sections 14.07, 14.08, 14.09 or 
14.10 of the Plan) occurs more than 90 days after the most recent 
valuation date, the distribution will include interest at: (Choose (a), 
(b) or (c))
[X ]	(a) 	   0     % per annum. [Note: The percentage may equal 0%.]
[   ]	(b)	The 90 day Treasury bill rate in effect at the beginning of 
the current valuation period.
[   ]	(c)	(Specify)                                   
 .

9.11	ALLOCATION AND DISTRIBUTION OF NET INCOME GAIN OR LOSS. Pursuant 
to Section 14.12, to determine the allocation of net income, gain or 
loss: (Complete only those items, if any, which are applicable to the 
Employer's Plan)
[X ]	(a)	For salary reduction contributions, the Advisory Committee 
will: (Choose (1), (2), (3), (4) or (5))
[X ]	(1)	Apply Section 9.11 without modification.
[   ]	(2)	Use the segregated account approach described in Section 
14.12.
[   ]	(3)	Use  the  weighted  average  method  described  in  Section  
14.12,  based  on  a                                   weighting period.
[   ]	(4)	Treat as part of the relevant Account at the beginning of 
the valuation period __________% of the salary reduction contributions: 
(Choose (i) or (ii))
[   ]	(i)		made during that valuation period.
[   ]	(ii) 	made by the following specified time:                      
 .
[   ]	(5)	Apply the allocation method described in the addendum to 
this Adoption Agreement numbered 9.11(a).

[X ]	(b)	For matching contributions, the Advisory Committee will: 
(Choose (1), (2), (3) or (4))

[X ]	(1)	Apply Section 9.11 without modification.
[   ]	(2)	Use  the  weighted  average  method  described  in  Section  
14.12,  based  on  a                                   weighting period.
[   ]	(3)	Treat as part of the relevant Account at the beginning of 
the valuation period __________% of the matching contributions allocated 
during the valuation period.
[   ]	(4)	Apply the allocation method described in the addendum to 
this Adoption Agreement numbered 9.11(b).

[   ]	(c)	For Participant nondeductible contributions, the Advisory 
Committee will: (Choose (1), (2), (3), (4) or (5))
[   ]	(1)	Apply Section 9.11 without modification.

[   ]	(2)	Use the segregated account approach described in Section 
14.12.

[   ]	(3)	Use  the  weighted  average  method  described  in  Section  
14.12,  based  on  a                                    weighting 
period.

[   ]	(4)	Treat as part of the relevant Account at the beginning of 
the valuation period __________% of the Participant nondeductible 
contributions: (Choose (i) or (ii))
[   ]	(i)		made during that valuation period.
[   ]	(ii) 	made by the following specified time:                      
 .

[   ]	(5)	Apply the allocation method described in the addendum to 
this Adoption Agreement numbered 9.11(c).

	ARTICLE X
	TRUSTEE AND CUSTODIAN, POWERS AND DUTIES
10.03 INVESTMENT POWERS. Pursuant to Section 10.03[F] of the Plan, the 
aggregate investments in qualifying Employer securities and in 
qualifying Employer real property: (Choose (a) or (b))
[   ]	(a)	May not exceed 10% of Plan assets.
[X ]	(b)	May not exceed    100    % of Plan assets. [Note: The 
percentage may not exceed 100%.]

10.14	VALUATION OF TRUST. In addition to each Accounting Date, the 
Trustee must value the Trust Fund on the following valuation date(s): 
(Choose (a) or (b))
[   ]	(a)	No other mandatory valuation dates.

[X ]	(b)	(Specify)  The plan is valued daily                         
 .



	EFFECTIVE DATE ADDENDUM
	(Restated Plans Only)

The Employer must complete this addendum only if the restated Effective 
Date specified in Adoption Agreement Section 1.18 is different than the 
restated effective date for at least one of the provisions listed in 
this addendum. In lieu of the restated Effective Date in Adoption 
Agreement Section 1.18, the following special effective dates apply: 
(Choose whichever elections apply)

[   ]	(a)	Compensation definition. The Compensation definition of 
Section 1.12 (other than the $200,000 limitation) is effective for Plan 
Years beginning after                            . [Note: May not be 
effective later than the first day of the first Plan Year beginning 
after the Employer executes this Adoption Agreement to restate the Plan 
for the Tax Reform Act of 1986, if applicable.]

[   ]	(b)	Eligibility conditions. The eligibility conditions specified 
in Adoption Agreement Section 2.01 are effective for Plan Years 
beginning after                                                              
 .

[   ]	(c)	Suspension of Years of Service. The suspension of Years of 
Service rule elected under Adoption Agreement Section 2.03 is effective 
for Plan Years beginning after                                        .

[   ]	(d)	Contribution/allocation formula. The contribution formula 
elected under Adoption Agreement Section 3.01 and the method of 
allocation elected under Adoption Agreement Section 3.04 is effective 
for Plan Years beginning after                                              
 .

[   ]	(e)	Accrual requirements. The accrual requirements of Section 
3.06 are effective for Plan Years beginning after                       
 .

[   ]	(f)	Employment condition. The employment condition of Section 
3.06 is effective for Plan Years beginning after                      
 .

[   ]	(g)	Elimination of Net Profits. The requirement for the Employer 
not to have net profits to contribute to this Plan is effective for Plan 
Years beginning after                                      . [Note: The 
date specified may not be earlier than December 31, 1985.]

[   ]	(h)	Vesting Schedule. The vesting schedule elected under 
Adoption Agreement Section 5.03 is effective for Plan Years beginning 
after                                                                   
 .

[   ]	(i)	Allocation of Earnings. The special allocation provisions 
elected under Adoption Agreement Section 9.11 are effective for Plan 
Years beginning after                                  .

[   ]	(j)	(Specify)                                        
 .

For Plan Years prior to the special Effective Date, the terms of the 
Plan prior to its restatement under this Adoption Agreement will control 
for purposes of the designated provisions. A special Effective Date may 
not result in the delay of a Plan provision beyond the permissible 
Effective Date under any applicable law requirements.


	Execution Page

The Trustee (and Custodian, if applicable), by executing this Adoption 
Agreement, accepts its position and agrees to all of the obligations, 
responsibilities and duties imposed upon the Trustee (or Custodian) 
under the Prototype Plan and Trust. The Employer hereby agrees to the 
provisions of this Plan and Trust, and  in witness of its agreement, the 
Employer by its duly authorized officers, has executed this Adoption 
Agreement, and the Trustee (and Custodian, if applicable) signified its 
acceptance, on this           day of January, 19 97 .


Name and EIN of Employer:   Steel Technologies Inc.   EIN:  61-0712014   

Signed:                                                             



Name(s) of Trustee:   The Charles Schwab Trust Company                

Signed:                                                                  


Name of Custodian:                                                     

Signed:

Note: A Trustee is mandatory, but a Custodian is optional. See Section 
10.03 of the Plan.]


Plan Number. The 3-digit plan number the Employer assigns to this Plan 
for ERISA reporting purposes (Form 5500 Series) is:   002              
 .


Use of Adoption Agreement. Failure to complete properly the elections in 
this Adoption Agreement may result in disqualification of the Employer's 
Plan. The 3-digit number assigned to this Adoption Agreement (see page 
1) is solely for the Regional Prototype Plan Sponsor's recordkeeping 
purposes and does not necessarily correspond to the plan number the 
Employer designated in the prior paragraph.


Reliance on Notification Letter. The Employer may not rely on the 
Regional Prototype Plan Sponsor's notification letter covering this 
Adoption Agreement. For reliance on the Plan's qualification, the 
Employer must obtain a determination letter from the applicable IRS Key 
District office. 


	PARTICIPATION AGREEMENT
	For Participation by Additional Employers

The undersigned Employer, by executing this Participation Agreement, 
elects to become a Participating Employer in the Plan identified in 
Section 1.03 of the accompanying Adoption Agreement, as if the 
Participating Employer were a signatory to that Agreement. The 
Participating Employer accepts, and agrees to be bound by, all of the 
elections granted under the provisions of the Prototype Plan as made by  
Steel Technologies Inc.                                           
, the Signatory Employer to the Execution Page of the Adoption 
Agreement.

1.	The Effective Date of the undersigned Employer's participation in 
the designated Plan is:  January 1, 1997                                    
 .

2.	The undersigned Employer's adoption of this Plan constitutes:
[   ]	(a)	The adoption of a new plan by the Participating Employer.
[X ]	(b)	The adoption of an amendment and restatement of a plan 
currently maintained by the Employer, identified as   The Mi-Tech Steel 
Inc. 401(k) Savings Plan                                         
, and having an original effective date of                
 . 

Dated this _____ day of  January  , 19  97 .

Name of Participating Employer:  Mi-Tech Steel Inc.              
                                                                  
Signed:                                         
									Participating 
Employer's EIN:     62-1317462                                       

Acceptance by the Signatory Employer to the Execution Page of the 
Adoption Agreement and by the Trustee.

Name of Signatory Employer:   Steel Technologies Inc.                           
                                                           
Accepted:__________________
[Date]					Signed:                                    
									Name(s) of 
Trustee: The Charles Schwab Trust Company              
                                                                       
Accepted:___________________
[Date]
Signed:                                            
[Note: Each Participating Employer must execute a separate Participation 
Agreement. See the Execution Page of the Adoption Agreement for 
important Prototype Plan information.]


AGREE/stetd3a


Part II. [Options (h) through (j)] Matching contribution formula. [Note: 
If the Employer elected Option (b), complete Options (h), (i) and (j).]  
Mi-Tech Steel Inc. 

[X ]	(h)	Amount of matching contributions. For each Plan Year, the 
Employer's matching contribution is: (Choose any combination of (1), 
(2), (3), (4) and (5))
[   ]	(1) 	An amount equal to            % of each Participant's 
eligible contributions for the Plan Year.
[X ]	(2) 	An amount equal to   100  % of each Participant's first tier 
of eligible contributions for the Plan Year, plus the following matching 
percentage(s) for the following subsequent tiers of eligible 
contributions for the Plan Year:  50%                                  
 .
[   ]	(3)	Discretionary formula. 
[   ]	(i)	An amount (or additional amount) equal to a matching 
percentage the Employer from time to time may deem advisable of the 
Participant's eligible contributions for the Plan Year.
[   ]	(ii)	An amount (or additional amount) equal to a matching 
percentage the Employer from time to time may deem advisable of each 
tier of the Participant's eligible contributions for the Plan Year.
[   ]	(4)	An amount equal to the following percentage of each 
Participant's eligible contributions for the Plan Year, based on the 
Participant's Years of Service:


Number of Years of Service						Matching 
Percentage

          									          
          									          
          									          
          									          

The Advisory Committee will apply this formula by determining Years of 
Service as follows:                                                   
 .

[   ]	(5)	A Participant's matching contributions may not: (Choose (i) 
or (ii))
[   ]	(i)	Exceed                                                       
 .
[   ]	(ii)	Be less than                                            
 .
Related Employers. If two or more related employers (as defined in 
Section 1.30) contribute to this Plan, the related employers may elect 
different matching contribution formulas by attaching to the Adoption 
Agreement a separately completed copy of this Part II. Note: Separate 
matching contribution formulas create separate current benefit 
structures that must satisfy the minimum participation test of Code 
401(a)(26).]
[   ]	(i)	Definition of eligible contributions. Subject to the 
requirements of Option (j), the term "eligible contributions" means: 
(Choose any combination of (1) through (3))
[   ]	(1)	Salary reduction contributions.
[   ]	(2)	Cash or deferred contributions (including any part of the 
Participant's proportionate share of the cash or deferred contribution 
which the Employer defers without the Participant's election).
[   ]	(3)	Participant mandatory contributions, as designated in 
Adoption Agreement Section 4.01. See Section 14.04 of the Plan. 
[X ]	(j)	Amount of eligible contributions taken into account. When 
determining a Participant's eligible contributions taken into account 
under the matching contributions formula(s), the following rules apply: 
(Choose any combination of (1) through (4))
[   ]	(1)	The Advisory Committee will take into account all eligible 
contributions credited for the Plan Year.
[   ]	(2)	The Advisory Committee will disregard eligible contributions 
exceeding                                                          
 .

[X ]	(3)	The Advisory Committee will treat as the first tier of 
eligible contributions, an amount not exceeding:  1% of compensation          
The subsequent tiers of eligible contributions are:  the next 4% of 
compensation                                                  
[   ]	(4)	(Specify)                                                
 .


	ALPHABETICAL LISTING OF DEFINITIONS


	Section Reference
Plan Definition	(Page Number)

100% Limitation 	3.19(l) (10)
Account 	1.14 (5)
Accounting Date 	1.20 (5)
Accrued Benefit 	1.15 (5)
Actual Deferral Percentage ("ADP") Test	14.08 (6)
Adoption Agreemen	1.04 (1)
Advisory Committee 	1.06 (2)
Annual Addition 	3.19(a) (7)
Average Contribution Percentage Test	14.09 (8)
Beneficiary 	1.11 (3)
Break in Service for Eligibility Purpo	2.03 (1)
Break in Service for Vesting Purposes	 5.07 (3)
Cash-out Distribution 	5.04 (1)
Code 	1.25 (6)
Code 411(d)(6) Protected Benefits 	13.02 (1)
Compensation 	1.12 (3)
Compensation for Code 401(k) Purpose 	14.03(f) (2)
Compensation for Code 415 Purposes	 3.19(b) (8)
Compensation for Top Heavy Purposes 	1.33(B)(3) (9)
Contract(s) 	 11.03(c) (2)
Custodian Designation 	10.03[B] (3)
Deemed Cash-out Rule	5.04(C) (2)
Deferral Contributions 	14.03(g) (2)
Deferral Contributions Account 	14.06(A) (4)
Defined Benefit Plan	 3.19(i) (9)
Defined Benefit Plan Fraction 	3.19(j) (9)
Defined Contribution Plan 	3.19(h) (8)
Defined Contribution Plan Fraction	3.19(k) (9)
Determination Date 	 1.33(B)(7) (10)
Disability 	1.28 (7)
Distribution Date 	6.01 (1)
Distribution Restrictions 	14.03(m) (3)
Earned Income 	1.13 (5)
Effective Date 	1.18 (5)
Elective Deferrals 	14.03(h) (2)
Elective Transfer 	13.06(A) (3)
Eligible Employee 	14.03(c) (2)
Employee 	1.07 (2)
Employee Contributions 	14.03(n) (3)
Employer 	1.01 (1)
Employer Contribution Account 	14.06 (4)
Employer for Code 415 Purposes 	3.19(c) (8)
Employer for Top Heavy Purposes 	1.33(B)(6) (10)
Employment Commencement Date 	 2.02 (1)
ERISA 	1.24 (6)
Excess Aggregate Contributions 	14.09(D) (9)
Excess Amount 	3.19(d) (8)
Excess Contributions	  	 14.08 (7)
Exempt Participant 	8.01 (1)
Forfeiture Break in Service	5.08 (3)


	Section Reference
Plan Definition	(Page Number)[COMMENT1]

Group Trust Fund	10.16 (7)
Hardship 	6.01(A)(4) (1)
Hardship for Code 401(k) Purposes 	14.11(A) (11)
Highly Compensated Employee 	1.09 (2)
Highly Compensated Group 	14.03(d) (2)
Hour of Service 	1.27 (6)
Incidental Insurance Benefits 	11.01(A) (1)
Insurable Participant 	11.03(d) (2)
Investment Manager 	9.04(i) (1)
Issuing Insurance Company 	11.03(b) (2)
Joint and Survivor Annuity 	6.04(A) (6)
Key Employee 	1.33(B)(1) (9)
Leased Employees 	1.31 (8)
Limitation Year 	1.17 and 3.19(e) (5 and 8)
Loan Policy 	9.04(A) (2)
Mandatory Contributions 	14.04(A) (3)
Mandatory Contributions Account 	14.04(A) (3)
Master or Prototype Plan 	3.19(f) (8)
Matching Contributions 	14.03(i) (2)
Maximum Permissible Amount 	3.19(g) (8)
Minimum Distribution Incidental Benefit 	6.02(A) (3)
Multiple Use Limitation 	14.10 (10)
Named Fiduciary 	10.03[D] (5)
Nonelective Contributions 	14.03(j) (2)
Nonforfeitable 	1.16 (5)
Nonhighly Compensated Employee 	14.03(b) (2)
Nonhighly Compensated Group	14.03(e) (2)
Non-Key Employee 	1.33(B)(2) (9)
Nontransferable Annuity 	1.23 (5)
Normal Retirement Age 	5.01 (1)
Owner-Employee 	1.08 (2)
Paired Plans 	1.34 (10)
Participant 	1.10 (3)
Participant Deductible Contributions 	4.02 (1)
Participant Forfeiture 	3.05 (3)
Participant Loans 	10.03[E] (4)
Participant Nondeductible Contributions 	4.01 (1)
Permissive Aggregation Group 	1.33(B)(5) (10)
Plan 	1.03 (1)
Plan Administrator 	1.05 (1)
Plan Entry Date 	1.19 (5)
Plan Year 	1.17 (5)
Policy 	11.03(a) (2)
Predecessor Employer 	1.29 (7)
Preretirement Survivor Annuity 	6.04(B) (6)
Qualified Domestic Relations Order 	6.07 (8)
Qualified Matching Contributions	14.03(k) (2)
Qualified Nonelective Contributions 	14.03(l) (3)
Qualifying Employer Real Property 	10.03[F] (5)
Qualifying Employer Securities 	10.03[F] (5)


	Section Reference
Plan Definition	(Page Number)

Related Employers 	1.30 (7)
Required Aggregation Group 	1.33(B)(4) (9)
Required Beginning Date 	6.01(B) (2)
Rollover Contributions 	4.03 (1)
Self-Employed Individual 	1.08 (2)
Service 	1.26 (6)
Term Life Insurance Contract 	11.03 (2)
Top Heavy Minimum Allocation	3.04(B) (1)


	Section Reference
Plan Definition	(Page Number)

Top Heavy Ratio 	1.33 (9)
Trust 	1.21 (5)
Trustee 	1.02 (1)
Trustee Designation 	10.03[A] (1)
Trust Fund 	1.22 (5)
Weighted Average Allocation Method 	14.12 (11)
Year of Service for Eligibility Purposes	2.02 (1)
Year of Service for Vesting Purposes 	5.06 (3)







AGREE/define

	BENEFIT ACTUARIES, INC.
	DEFINED CONTRIBUTION PROTOTYPE PLAN AND TRUST AGREEMENT
	BASIC PLAN DOCUMENT #  01  


   Benefit Actuaries                                         
, in its capacity as Prototype Plan Sponsor, establishes this Prototype 
Plan intended to conform to and qualify under 401 and 501 of the 
Internal Revenue Code of 1986, as amended. An Employer establishes a 
Plan and Trust under this Prototype Plan by executing an Adoption 
Agreement. If the Employer adopts this Plan as a restated Plan in 
substitution for, and in amendment of, an existing plan, the provisions 
of this Plan, as a restated Plan, apply solely to an Employee whose 
employment with the Employer terminates on or after the restated 
Effective Date of the Employer's Plan. If an Employee's employment with 
the Employer terminates prior to the restated Effective Date, that 
Employee is entitled to benefits under the Plan as the Plan existed on 
the date of the Employee's termination of employment. 

	ARTICLE I 
	DEFINITIONS 

1.01	"Employer" means Steel Technologies Inc. or any other employer who 
with the written consent of Steel Technologies Inc. adopts the Plan.

1.02	"Trustee" means the person or persons who as Trustee execute the 
Employer's Adoption Agreement, or any successor in office who in writing 
accepts the position of Trustee. The Employer must designate in its 
Adoption Agreement whether the Trustee will administer the Trust as a 
discretionary Trustee or as a nondiscretionary Trustee. If a person acts 
as a discretionary Trustee, the Employer also may appoint a Custodian. 
See Article X. 

1.03	"Plan" means the retirement plan established or continued by the 
Employer in the form of this Agreement, including the Adoption Agreement 
under which the Employer has elected to participate in this Prototype 
Plan. The Employer must designate the name of the Plan in its Adoption 
Agreement. An Employer may execute more than one Adoption Agreement 
offered under this Prototype Plan, each of which will constitute a 
separate Plan and Trust established or continued by that Employer. The 
Plan and the Trust created by each adopting Employer is a separate Plan 
and a separate Trust, independent from the plan and the trust of any 
other employer adopting this Prototype Plan. All section references 
within the Plan are Plan section references unless the context clearly 
indicates otherwise. 

1.04	"Adoption Agreement" means the document executed by each Employer 
adopting this Prototype Plan. The terms of this Prototype Plan as 
modified by the terms of an adopting Employer's Adoption Agreement 
constitute a separate Plan and Trust to be construed as a single 
Agreement. Each elective provision of the Adoption Agreement corresponds 
by section reference to the section of the Plan which grants the 
election. Each Adoption Agreement offered under this Prototype Plan is 
either a Nonstandardized Plan or a Standardized Plan, as identified in 
the preamble to that Adoption Agreement. The provisions of this 
Prototype Plan apply equally to Nonstandardized Plans and to 
Standardized Plans unless otherwise specified.

1.05	"Plan Administrator" is Steel Technologies Inc. unless Steel 
Technologies Inc. designates another person to hold the position of Plan 
Administrator. In addition to his other duties, the Plan Administrator 
has full responsibility for compliance with the reporting and disclosure 
rules under ERISA as respects this Agreement. 

1.06	"Advisory Committee" means the Employer's Advisory Committee as 
from time to time constituted. 

1.07	"Employee" means any employee (including a Self-Employed 
Individual) of the Employer. The Employer must specify in its Adoption 
Agreement any Employee, or class of Employees, not eligible to 
participate in the Plan. If the Employer elects to exclude collective 
bargaining employees, the exclusion applies to any employee of the 
Employer included in a unit of employees covered by an agreement which 
the Secretary of Labor finds to be a collective bargaining agreement 
between employee representatives and one or more employers unless the 
collective bargaining agreement requires the employee to be included 
within the Plan. The term "employee representatives" does not include 
any organization more than half the members of which are owners, 
officers, or executives of the Employer.

1.08	"Self-Employed Individual/Owner-Employee." "Self-Employed 
Individual" means an individual who has Earned Income (or who would have 
had Earned Income but for the fact that the trade or business did not 
have net earnings) for the taxable year from the trade or business for 
which the Plan is established. "Owner-Employee" means a Self-Employed 
Individual who is the sole proprietor in the case of a sole 
proprietorship. If the Employer is a partnership, "Owner-Employee" means 
a Self-Employed Individual who is a partner and owns more than 10% of 
either the capital or profits interest of the partnership. 

1.09	"Highly Compensated Employee" means an Employee who, during the 
Plan Year or during the preceding 12-month period:

(a) is a more than 5% owner of the Employer (applying the constructive 
ownership rules of Code 318, and applying the principles of Code 318, 
for an unincorporated entity);

(b) has Compensation in excess of $75,000 (as adjusted by the 
Commissioner of Internal Revenue for the relevant year); 

(c) has Compensation in excess of $50,000 (as adjusted by the 
Commissioner of Internal Revenue for the relevant year) and is part of 
the top-paid 20% group of employees (based on Compensation for the 
relevant year); or

(d) has Compensation in excess of 50% of the dollar amount prescribed in 
Code 415(b)(1)(A) (relating to defined benefit plans) and is an officer 
of the Employer.

If the Employee satisfies the definition in clause (b), (c) or (d) in 
the Plan Year but does not satisfy clause (b), (c) or (d) during the 
preceding 12-month period and does not satisfy clause (a) in either 
period, the Employee is a Highly Compensated Employee only if he is one 
of the 100 most highly compensated Employees for the Plan Year. The 
number of officers taken into account under clause (d) will not exceed 
the greater of 3 or 10% of the total number (after application of the 
Code 414(q) exclusions) of Employees, but no more than 50 officers. If 
no Employee satisfies the Compensation requirement in clause (d) for the 
relevant year, the Advisory Committee will treat the highest paid 
officer as satisfying clause (d) for that year.

For purposes of this Section 1.09, "Compensation" means Compensation as 
defined in Section 1.12, except any exclusions from Compensation elected 
in the Employer's Adoption Agreement Section 1.12 do not apply, and 
Compensation must include "elective contributions" (as defined in 
Section 1.12). The Advisory Committee must make the determination of who 
is a Highly Compensated Employee, including the determinations of the 
number and identity of the top paid 20% group, the top 100 paid 
Employees, the number of officers includible in clause (d) and the 
relevant Compensation, consistent with Code 414(q) and regulations 
issued under that Code section. The Employer may make a calendar year 
election to determine the Highly Compensated Employees for the Plan 
Year, as prescribed by Treasury regulations. A calendar year election 
must apply to all plans and arrangements of the Employer. For purposes 
of applying any nondiscrimination test required under the Plan or under 
the Code, in a manner consistent with applicable Treasury regulations, 
the Advisory Committee will treat a Highly Compensated Employee and all 
family members (a spouse, a lineal ascendant or descendant, or a spouse 
of a lineal ascendant or descendant) as a single Highly Compensated 
Employee, but only if the Highly Compensated Employee is a more than 5% 
owner or is one of the 10 Highly Compensated Employees with the greatest 
Compensation for the Plan Year. This aggregation rule applies to a 
family member even if that family member is a Highly Compensated 
Employee without family aggregation.

The term "Highly Compensated Employee" also includes any former Employee 
who separated from Service (or has a deemed Separation from Service, as 
determined under Treasury regulations) prior to the Plan Year, performs 
no Service for the Employer during the Plan Year, and was a Highly 
Compensated Employee either for the separation year or any Plan Year 
ending on or after his 55th birthday. If the former Employee's 
Separation from Service occurred prior to January 1, 1987, he is a 
Highly Compensated Employee only if he satisfied clause (a) of this 
Section 1.09 or received Compensation in excess of $50,000 during: (1) 
the year of his Separation from Service (or the prior year); or (2) any 
year ending after his 54th birthday.
1.10	"Participant" is an Employee who is eligible to be and becomes a 
Participant in accordance with the provisions of Section 2.01. 

1.11	"Beneficiary" is a person designated by a Participant who is or 
may become entitled to a benefit under the Plan. A Beneficiary who 
becomes entitled to a benefit under the Plan remains a Beneficiary under 
the Plan until the Trustee has fully distributed his benefit to him. A 
Beneficiary's right to (and the Plan Administrator's, the Advisory 
Committee's or a Trustee's duty to provide to the Beneficiary) 
information or data concerning the Plan does not arise until he first 
becomes entitled to receive a benefit under the Plan. 

1.12	"Compensation" means, except as provided in the Employer's 
Adoption Agreement, the Participant's Earned Income, wages, salaries, 
fees for professional service and other amounts received for personal 
services actually rendered in the course of employment with the Employer 
maintaining the plan (including, but not limited to, commissions paid 
salesmen, compensation for services on the basis of a percentage of 
profits, commissions on insurance premiums, tips and bonuses). The 
Employer must elect in its Adoption Agreement whether to include 
elective contributions in the definition of Compensation. "Elective 
contributions" are amounts excludible from the Employee's gross income 
under Code 125, 402(a)(8), 402(h) or 403(b), and contributed by the 
Employer, at the Employee's election, to a Code 401(k) arrangement, a 
Simplified Employee Pension, cafeteria plan or tax-sheltered annuity. 
The term "Compensation" does not include: 

(a)	Employer contributions (other than "elective contributions," if 
includible in the definition of Compensation under Section 1.12 of the 
Employer's Adoption Agreement) to a plan of deferred compensation to the 
extent the contributions are not included in the gross income of the 
Employee for the taxable year in which contributed, on behalf of an 
Employee to a Simplified Employee Pension Plan to the extent such 
contributions are excludible from the Employee's gross income, and any 
distributions from a plan of deferred compensation, regardless of 
whether such amounts are includible in the gross income of the Employee 
when distributed. 

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

(c)	Amounts realized from the sale, exchange or other disposition of 
stock acquired under a stock option described in Part II, Subchapter D, 
Chapter 1 of the Code. 

(d)	Other amounts which receive special tax benefits, such as premiums 
for group term life insurance (but only to the extent that the premiums 
are not includible in the gross income of the Employee), or 
contributions made by an Employer (whether or not under a salary 
reduction agreement) towards the purchase of an annuity contract 
described in Code 403(b) (whether or not the contributions are 
excludible from the gross income of the Employee), other than "elective 
contributions," if elected in the Employer's Adoption Agreement.

Any reference in this Plan to Compensation is a reference to the 
definition in this Section 1.12, unless the Plan reference specifies a 
modification to this definition. The Advisory Committee will take into 
account only Compensation actually paid for the relevant period. A 
Compensation payment includes Compensation by the Employer through 
another person under the common paymaster provisions in Code 3121 and 
3306.

(A) Limitations on Compensation.

(1)	Compensation dollar limitation. For any Plan Year beginning after 
December 31, 1988, the Advisory Committee must take into account only 
the first $200,000 (or beginning January 1, 1990, such larger amount as 
the Commissioner of Internal Revenue may prescribe) of any Participant's 
Compensation. For any Plan Year beginning prior to January 1, 1989, this 
$200,000 limitation (but not the family aggregation requirement 
described in the next paragraph) applies only if the Plan is top heavy 
for such Plan Year or operates as a deemed top heavy plan for such Plan 
Year.

(2)	Application of compensation limitation to certain family members. 
The $200,000 Compensation limitation applies to the combined 
Compensation of the Employee and of any family member aggregated with 
the Employee under Section 1.09 who is either (i) the Employee's spouse; 
or (ii) the Employee's lineal descendant under the age of 19. If, for a 
Plan Year, the combined Compensation of the Employee and such family 
members who are Participants entitled to an allocation for that Plan 
Year exceeds the $200,000 (or adjusted) limitation, "Compensation" for 
each such Participant, for purposes of the contribution and allocation 
provisions of Article III, means his Adjusted Compensation. Adjusted 
Compensation is the amount which bears the same ratio to the $200,000 
(or adjusted) limitation as the affected Participant's Compensation 
(without regard to the $200,000 Compensation limitation) bears to the 
combined Compensation of all the affected Participants in the family 
unit. If the Plan uses permitted disparity, the Advisory Committee must 
determine the integration level of each affected family member 
Participant prior to the proration of the $200,000 Compensation 
limitation, but the combined integration level of the affected 
Participants may not exceed $200,000 (or the adjusted limitation). The 
combined Excess Compensation of the affected Participants in the family 
unit may not exceed $200,000 (or the adjusted limitation) minus the 
affected Participants' combined integration level (as determined under 
the preceding sentence). If the combined Excess Compensation exceeds 
this limitation, the Advisory Committee will prorate the Excess 
Compensation limitation among the affected Participants in the family 
unit in proportion to each such individual's Adjusted Compensation minus 
his integration level. If the Employer's Plan is a Nonstandardized Plan, 
the Employer may elect to use a different method in determining the 
Adjusted Compensation of the affected Participants by specifying that 
method in an addendum to the Adoption Agreement, numbered Section 1.12.


(B)	Nondiscrimination. For purposes of determining whether the Plan 
discriminates in favor of Highly Compensated Employees, Compensation 
means Compensation as defined in this Section 1.12, except: (1) the 
Employer may elect to include or to exclude elective contributions, 
irrespective of the Employer's election in its Adoption Agreement 
regarding elective contributions; and (2) the Employer will not give 
effect to any elections made in the "modifications to Compensation 
definition" section of Adoption Agreement Section 1.12. The Employer's 
election described in clause (1) must be consistent and uniform with 
respect to all Employees and all plans of the Employer for any 
particular Plan Year. If the Employer's Plan is a Nonstandardized Plan, 
the Employer, irrespective of clause (2), may elect to exclude from this 
nondiscrimination definition of Compensation any items of Compensation 
excludible under Code 414(s) and the applicable Treasury regulations, 
provided such adjusted definition conforms to the nondiscrimination 
requirements of those regulations.

1.13	"Earned Income" means net earnings from self-employment in the 
trade or business with respect to which the Employer has established the 
Plan, provided personal services of the individual are a material income 
producing factor. The Advisory Committee will determine net earnings 
without regard to items excluded from gross income and the deductions 
allocable to those items. The Advisory Committee will determine net 
earnings after the deduction allowed to the Self-Employed Individual for 
all contributions made by the Employer to a qualified plan and, for Plan 
Years beginning after December 31, 1989, the deduction allowed to the 
Self-Employed under Code 164(f) for self-employment taxes. 

1.14	"Account" means the separate account(s) which the Advisory 
Committee or the Trustee maintains for a Participant under the 
Employer's Plan. 

1.15	"Accrued Benefit" means the amount standing in a Participant's 
Account(s) as of any date derived from both Employer contributions and 
Employee contributions, if any. 

1.16	"Nonforfeitable" means a Participant's or Beneficiary's 
unconditional claim, legally enforceable against the Plan, to the 
Participant's Accrued Benefit. 

1.17	"Plan Year" means the fiscal year of the Plan, the consecutive 
month period specified in the Employer's Adoption Agreement. The 
Employer's Adoption Agreement also must specify the "Limitation Year" 
applicable to the limitations on allocations described in Article III. 
If the Employer maintains Paired Plans, each Plan must have the same 
Plan Year.

1.18	"Effective Date" of this Plan is the date specified in the 
Employer's Adoption Agreement. 

1.19	"Plan Entry Date" means the date(s) specified in Section 2.01 of 
the Employer's Adoption Agreement. 

1.20	"Accounting Date" is the last day of an Employer's Plan Year. 
Unless otherwise specified in the Plan, the Advisory Committee will make 
all Plan allocations for a particular Plan Year as of the Accounting 
Date of that Plan Year. 
1.21	"Trust" means the separate Trust created under the Employer's 
Plan. 

1.22	"Trust Fund" means all property of every kind held or acquired by 
the Employer's Plan, other than incidental benefit insurance contracts. 

1.23	"Nontransferable Annuity" means an annuity which by its terms 
provides that it may not be sold, assigned, discounted, pledged as 
collateral for a loan or security for the performance of an obligation 
or for any purpose to any person other than the insurance company. If 
the Plan distributes an annuity contract, the contract must be a 
Nontransferable Annuity. 

1.24	"ERISA" means the Employee Retirement Income Security Act of 1974, 
as amended. 

1.25	"Code" means the Internal Revenue Code of 1986, as amended. 

1.26	"Service" means any period of time the Employee is in the employ 
of the Employer, including any period the Employee is on an unpaid leave 
of absence authorized by the Employer under a uniform, nondiscriminatory 
policy applicable to all Employees. "Separation from Service" means the 
Employee no longer has an employment relationship with the Employer 
maintaining this Plan. 

1.27	"Hour of Service" means: 

(a)	Each Hour of Service for which the Employer, either directly or 
indirectly, pays an Employee, or for which the Employee is entitled to 
payment, for the performance of duties. The Advisory Committee credits 
Hours of Service under this paragraph (a) to the Employee for the 
computation period in which the Employee performs the duties, 
irrespective of when paid; 

(b)	Each Hour of Service for back pay, irrespective of mitigation of 
damages, to which the Employer has agreed or for which the Employee has 
received an award. The Advisory Committee credits Hours of Service under 
this paragraph (b) to the Employee for the computation period(s) to 
which the award or the agreement pertains rather than for the 
computation period in which the award, agreement or payment is made; and 

(c)	Each Hour of Service for which the Employer, either directly or 
indirectly, pays an Employee, or for which the Employee is entitled to 
payment (irrespective of whether the employment relationship is 
terminated), for reasons other than for the performance of duties during 
a computation period, such as leave of absence, vacation, holiday, sick 
leave, illness, incapacity (including disability), layoff, jury duty or 
military duty. The Advisory Committee will credit no more than 501 Hours 
of Service under this paragraph (c) to an Employee on account of any 
single continuous period during which the Employee does not perform any 
duties (whether or not such period occurs during a single computation 
period). The Advisory Committee credits Hours of Service under this 
paragraph (c) in accordance with the rules of paragraphs (b) and (c) of 
Labor Reg. 2530.200b-2, which the Plan, by this reference, specifically 
incorporates in full within this paragraph (c). 

The Advisory Committee will not credit an Hour of Service under more 
than one of the above paragraphs. A computation period for purposes of 
this Section 1.27 is the Plan Year, Year of Service period, Break in 
Service period or other period, as determined under the Plan provision 
for which the Advisory Committee is measuring an Employee's Hours of 
Service. The Advisory Committee will resolve any ambiguity with respect 
to the crediting of an Hour of Service in favor of the Employee. 

(A)	Method of crediting Hours of Service. The Employer must elect in 
its Adoption Agreement the method the Advisory Committee will use in 
crediting an Employee with Hours of Service. For purposes of the Plan, 
"actual" method means the determination of Hours of Service from records 
of hours worked and hours for which the Employer makes payment or for 
which payment is due from the Employer. If the Employer elects to apply 
an "equivalency" method, for each equivalency period for which the 
Advisory Committee would credit the Employee with at least one Hour of 
Service, the Advisory Committee will credit the Employee with: (i) 10 
Hours of Service for a daily equivalency; (ii) 45 Hours of Service for a 
weekly equivalency; (iii) 95 Hours of Service for a semimonthly payroll 
period equivalency; and (iv) 190 Hours of Service for a monthly 
equivalency.

(B)	Maternity/paternity leave. Solely for purposes of determining 
whether the Employee incurs a Break in Service under any provision of 
this Plan, the Advisory Committee must credit Hours of Service during an 
Employee's unpaid absence period due to maternity or paternity leave. 
The Advisory Committee considers an Employee on maternity or paternity 
leave if the Employee's absence is due to the Employee's pregnancy, the 
birth of the Employee's child, the placement with the Employee of an 
adopted child, or the care of the Employee's child immediately following 
the child's birth or placement. The Advisory Committee credits Hours of 
Service under this paragraph on the basis of the number of Hours of 
Service the Employee would receive if he were paid during the absence 
period or, if the Advisory Committee cannot determine the number of 
Hours of Service the Employee would receive, on the basis of 8 hours per 
day during the absence period. The Advisory Committee will credit only 
the number (not exceeding 501) of Hours of Service necessary to prevent 
an Employee's Break in Service. The Advisory Committee credits all Hours 
of Service described in this paragraph to the computation period in 
which the absence period begins or, if the Employee does not need these 
Hours of Service to prevent a Break in Service in the computation period 
in which his absence period begins, the Advisory Committee credits these 
Hours of Service to the immediately following computation period. 

1.28 "Disability" means the Participant, because of a physical or mental 
disability, will be unable to perform the duties of his customary 
position of employment (or is unable to engage in any substantial 
gainful activity) for an indefinite period which the Advisory Committee 
considers will be of long continued duration. A Participant also is 
disabled if he incurs the permanent loss or loss of use of a member or 
function of the body, or is permanently disfigured, and incurs a 
Separation from Service. The Plan considers a Participant disabled on 
the date the Advisory Committee determines the Participant satisfies the 
definition of disability. The Advisory Committee may require a 
Participant to submit to a physical examination in order to confirm 
disability. The Advisory Committee will apply the provisions of this 
Section 1.28 in a nondiscriminatory, consistent and uniform manner. If 
the Employer's Plan is a Nonstandardized Plan, the Employer may provide 
an alternate definition of disability in an addendum to its Adoption 
Agreement, numbered Section 1.28.

1.29	SERVICE FOR PREDECESSOR EMPLOYER. If the Employer maintains the 
plan of a predecessor employer, the Plan treats service of the Employee 
with the predecessor employer as service with the Employer. If the 
Employer does not maintain the plan of a predecessor employer, the Plan 
does not credit service with the predecessor employer, unless the 
Employer identifies the predecessor in its Adoption Agreement and 
specifies the purposes for which the Plan will credit service with that 
predecessor employer. 

1.30	RELATED EMPLOYERS. A related group is a controlled group of 
corporations (as defined in Code 414(b)), trades or businesses (whether 
or not incorporated) which are under common control (as defined in Code 
414(c)) or an affiliated service group (as defined in Code 414(m) or 
in Code 414(o)). If the Employer is a member of a related group, the 
term "Employer" includes the related group members for purposes of 
crediting Hours of Service, determining Years of Service and Breaks in 
Service under Articles II and V, applying the Participation Test and the 
Coverage Test under Section 3.06(E), applying the limitations on 
allocations in Part 2 of Article III, applying the top heavy rules and 
the minimum allocation requirements of Article III, the definitions of 
Employee, Highly Compensated Employee, Compensation and Leased Employee, 
and for any other purpose required by the applicable Code section or by 
a Plan provision. However, an Employer may contribute to the Plan only 
by being a signatory to the Execution Page of the Adoption Agreement or 
to a Participation Agreement to the Employer's Adoption Agreement. If 
one or more of the Employer's related group members become Participating 
Employers by executing a Participation Agreement to the Employer's 
Adoption Agreement, the term "Employer" includes the participating 
related group members for all purposes of the Plan, and "Plan 
Administrator" means the Employer that is the signatory to the Execution 
Page of the Adoption Agreement. 

If the Employer's Plan is a Standardized Plan, all Employees of the 
Employer or of any member of the Employer's related group, are eligible 
to participate in the Plan, irrespective of whether the related group 
member directly employing the Employee is a Participating Employer. If 
the Employer's Plan is a Nonstandardized Plan, the Employer must specify 
in Section 1.07 of its Adoption Agreement, whether the Employees of 
related group members that are not Participating Employers are eligible 
to participate in the Plan. Under a Nonstandardized Plan, the Employer 
may elect to exclude from the definition of "Compensation" for 
allocation purposes any Compensation received from a related employer 
that has not executed a Participation Agreement and whose Employees are 
not eligible to participate in the Plan. 
1.31 LEASED EMPLOYEES. The Plan treats a Leased Employee as an Employee 
of the Employer. A Leased Employee is an individual (who otherwise is 
not an Employee of the Employer) who, pursuant to a leasing agreement 
between the Employer and any other person, has performed services for 
the Employer (or for the Employer and any persons related to the 
Employer within the meaning of Code 144(a)(3)) on a substantially full 
time basis for at least one year and who performs services historically 
performed by employees in the Employer's business field. If a Leased 
Employee is treated as an Employee by reason of this Section 1.31 of the 
Plan, "Compensation" includes Compensation from the leasing organization 
which is attributable to services performed for the Employer.

(A)	Safe harbor plan exception. The Plan does not treat a Leased 
Employee as an Employee if the leasing organization covers the employee 
in a safe harbor plan and, prior to application of this safe harbor plan 
exception, 20% or less of the Employer's Employees (other than Highly 
Compensated Employees) are Leased Employees. A safe harbor plan is a 
money purchase pension plan providing immediate participation, full and 
immediate vesting, and a nonintegrated contribution formula equal to at 
least 10% of the employee's compensation without regard to employment by 
the leasing organization on a specified date. The safe harbor plan must 
determine the 10% contribution on the basis of compensation as defined 
in Code 415(c)(3) plus elective contributions (as defined in Section 
1.12).

(B)	Other requirements. The Advisory Committee must apply this Section 
1.31 in a manner consistent with Code 414(n) and 414(o) and the 
regulations issued under those Code sections. The Employer must specify 
in the Adoption Agreement the manner in which the Plan will determine 
the allocation of Employer contributions and Participant forfeitures on 
behalf of a Participant if the Participant is a Leased Employee covered 
by a plan maintained by the leasing organization.

1.32 SPECIAL RULES FOR OWNER-EMPLOYEES. The following special provisions 
and restrictions apply to Owner-Employees: 

(a)	If the Plan provides contributions or benefits for an Owner-
Employee or for a group of Owner-Employees who controls the trade or 
business with respect to which this Plan is established and the Owner-
Employee or Owner-Employees also control as Owner-Employees one or more 
other trades or businesses, plans must exist or be established with 
respect to all the controlled trades or businesses so that when the 
plans are combined they form a single plan which satisfies the 
requirements of Code 401(a) and Code 401(d) with respect to the 
employees of the controlled trades or businesses. 

(b)	The Plan excludes an Owner-Employee or group of Owner-Employees if 
the Owner-Employee or group of Owner-Employees controls any other trade 
or business, unless the employees of the other controlled trade or 
business participate in a plan which satisfies the requirements of Code 
401(a) and Code 401(d). The other qualified plan must provide 
contributions and benefits which are not less favorable than the 
contributions and benefits provided for the Owner-Employee or group of 
Owner-Employees under this Plan, or if an Owner-Employee is covered 
under another qualified plan as an Owner-Employee, then the plan 
established with respect to the trade or business he does control must 
provide contributions or benefits as favorable as those provided under 
the most favorable plan of the trade or business he does not control. If 
the exclusion of this paragraph (b) applies and the Employer's Plan is a 
Standardized Plan, the Employer may not participate or continue to 
participate in this Prototype Plan and the Employer's Plan becomes an 
individually-designed plan for purposes of qualification reliance.

(c)	For purposes of paragraphs (a) and (b) of this Section 1.32, an 
Owner-Employee or group of Owner-Employees controls a trade or business 
if the Owner-Employee or Owner-Employees together (1) own the entire 
interest in an unincorporated trade or business, or (2) in the case of a 
partnership, own more than 50% of either the capital interest or the 
profits interest in the partnership. 

1.33 DETERMINATION OF TOP HEAVY STATUS. If this Plan is the only 
qualified plan maintained by the Employer, the Plan is top heavy for a 
Plan Year if the top heavy ratio as of the Determination Date exceeds 
60%. The top heavy ratio is a fraction, the numerator of which is the 
sum of the present value of Accrued Benefits of all Key Employees as of 
the Determination Date and the denominator of which is a similar sum 
determined for all Employees. The Advisory Committee must include in the 
top heavy ratio, as part of the present value of Accrued Benefits, any 
contribution not made as of the Determination Date but includible under 
Code 416 and the applicable Treasury regulations, and distributions 
made within the Determination Period. The Advisory Committee must 
calculate the top heavy ratio by disregarding the Accrued Benefit (and 
distributions, if any, of the Accrued Benefit) of any Non-Key Employee 
who was formerly a Key Employee, and by disregarding the Accrued Benefit 
(including distributions, if any, of the Accrued Benefit) of an 
individual who has not received credit for at least one Hour of Service 
with the Employer during the Determination Period. The Advisory 
Committee must calculate the top heavy ratio, including the extent to 
which it must take into account distributions, rollovers and transfers, 
in accordance with Code 416 and the regulations under that Code 
section. 

If the Employer maintains other qualified plans (including a simplified 
employee pension plan), or maintained another such plan which now is 
terminated, this Plan is top heavy only if it is part of the Required 
Aggregation Group, and the top heavy ratio for the Required Aggregation 
Group and for the Permissive Aggregation Group, if any, each exceeds 
60%. The Advisory Committee will calculate the top heavy ratio in the 
same manner as required by the first paragraph of this Section 1.33, 
taking into account all plans within the Aggregation Group. To the 
extent the Advisory Committee must take into account distributions to a 
Participant, the Advisory Committee must include distributions from a 
terminated plan which would have been part of the Required Aggregation 
Group if it were in existence on the Determination Date. The Advisory 
Committee will calculate the present value of accrued benefits under 
defined benefit plans or simplified employee pension plans included 
within the group in accordance with the terms of those plans, Code 416 
and the regulations under that Code section. If a Participant in a 
defined benefit plan is a Non-Key Employee, the Advisory Committee will 
determine his accrued benefit under the accrual method, if any, which is 
applicable uniformly to all defined benefit plans maintained by the 
Employer or, if there is no uniform method, in accordance with the 
slowest accrual rate permitted under the fractional rule accrual method 
described in Code 411(b)(1)(C). If the Employer maintains a defined 
benefit plan, the Employer must specify in Adoption Agreement Section 
3.18 the actuarial assumptions (interest and mortality only) the 
Advisory Committee will use to calculate the present value of benefits 
from a defined benefit plan. If an aggregated plan does not have a 
valuation date coinciding with the Determination Date, the Advisory 
Committee must value the Accrued Benefits in the aggregated plan as of 
the most recent valuation date falling within the twelve-month period 
ending on the Determination Date, except as Code 416 and applicable 
Treasury regulations require for the first and second plan year of a 
defined benefit plan. The Advisory Committee will calculate the top 
heavy ratio with reference to the Determination Dates that fall within 
the same calendar year. 

(A)	Standardized Plan. If the Employer's Plan is a Standardized Plan, 
the Plan operates as a deemed top heavy plan in all Plan Years, except, 
if the Standardized Plan includes a Code 401(k) arrangement, the 
Employer may elect to apply the top heavy requirements only in Plan 
Years for which the Plan actually is top heavy. Under a deemed top heavy 
plan, the Advisory Committee need not determine whether the Plan 
actually is top heavy. However, if the Employer, in Adoption Agreement 
Section 3.18, elects to override the 100% limitation, the Advisory 
Committee will need to determine whether a deemed top heavy Plan's top 
heavy ratio for a Plan Year exceeds 90%.

(B)	Definitions. For purposes of applying the provisions of this 
Section 1.33:

(1)	"Key Employee" means, as of any Determination Date, any Employee 
or former Employee (or Beneficiary of such Employee) who, for any Plan 
Year in the Determination Period: (i) has Compensation in excess of 50% 
of the dollar amount prescribed in Code 415(b)(1)(A) (relating to 
defined benefit plans) and is an officer of the Employer; (ii) has 
Compensation in excess of the dollar amount prescribed in Code 
415(c)(1)(A) (relating to defined contribution plans) and is one of the 
Employees owning the ten largest interests in the Employer; (iii) is a 
more than 5% owner of the Employer; or (iv) is a more than 1% owner of 
the Employer and has Compensation of more than $150,000. The 
constructive ownership rules of Code 318 (or the principles of that 
section, in the case of an unincorporated Employer,) will apply to 
determine ownership in the Employer. The number of officers taken into 
account under clause (i) will not exceed the greater of 3 or 10% of the 
total number (after application of the Code 414(q) exclusions) of 
Employees, but no more than 50 officers. The Advisory Committee will 
make the determination of who is a Key Employee in accordance with Code 
416(i)(1) and the regulations under that Code section. 

(2)	"Non-Key Employee" is an employee who does not meet the definition 
of Key Employee. 

(3)	"Compensation" means Compensation as determined under Section 1.09 
for purposes of identifying Highly Compensated Employees.

(4)	"Required Aggregation Group" means: (i) each qualified plan of the 
Employer in which at least one Key Employee participates at any time 
during the Determination Period; and (ii) any other qualified plan of 
the Employer which enables a plan described in clause (i) to meet the 
requirements of Code 401(a)(4) or of Code 410. 

(5)	"Permissive Aggregation Group" is the Required Aggregation Group 
plus any other qualified plans maintained by the Employer, but only if 
such group would satisfy in the aggregate the requirements of Code 
401(a)(4) and of Code 410. The Advisory Committee will determine the 
Permissive Aggregation Group. 

(6)	"Employer" means the Employer that adopts this Plan and any 
related employers described in Section 1.30. 

(7)	"Determination Date" for any Plan Year is the Accounting Date of 
the preceding Plan Year or, in the case of the first Plan Year of the 
Plan, the Accounting Date of that Plan Year. The "Determination Period" 
is the 5 year period ending on the Determination Date.

1.34	"Paired Plans" means the Employer has adopted two Standardized 
Plan Adoption Agreements offered with this Prototype Plan, one Adoption 
Agreement being a Paired Profit Sharing Plan and one Adoption Agreement 
being a Paired Pension Plan. A Paired Profit Sharing Plan may include a 
Code 401(k) arrangement. A Paired Pension Plan must be a money purchase 
pension plan or a target benefit pension plan. Paired Plans must be the 
subject of a favorable opinion letter issued by the National Office of 
the Internal Revenue Service. This Prototype Plan does not pair any of 
its Standardized Plan Adoption Agreements with Standardized Plan 
Adoption Agreements under a defined benefit prototype plan.

1.35	PLAN MAINTAINED BY MORE THAN ONE EMPLOYER

(A)	Treatment of Employers.  If more than one employer maintains this 
Plan, then for purposes of determining Service and Hours of Service, the 
Advisory Committee will treat all Employers maintaining this Plan as a 
single employer.

(B)	Plan Allocations.   The Advisory Committee will account separately 
for each Employer's contributions under the Plan.  In this respect, the 
Advisory Committee will allocate each Employer's contributions to the 
Trustee for a Plan Year, in accordance with Article III, to the accounts 
of those Participants actually employed by that Employer during the Plan 
Year.  The advisory Committee will attribute Participant forfeitures to 
the Employer or Employers that actually employed the forfeited 
Participant in the year of the forfeiture.  For this purpose, 
Compensation will mean Compensation paid during the Plan Year by an 
Employer to those Participants actually employed by that Employer during 
that Plan Year.

	ARTICLE II 
	EMPLOYEE PARTICIPANTS 

2.01	ELIGIBILITY. Each Employee becomes a Participant in the Plan in 
accordance with the participation option selected by the Employer in its 
Adoption Agreement. If this Plan is a restated Plan, each Employee who 
was a Participant in the Plan on the day before the Effective Date 
continues as a Participant in the Plan, irrespective of whether he 
satisfies the participation conditions in the restated Plan, unless 
otherwise provided in the Employer's Adoption Agreement. 

2.02	YEAR OF SERVICE - PARTICIPATION. For purposes of an Employee's 
participation in the Plan under Adoption Agreement Section 2.01, the 
Plan takes into account all of his Years of Service with the Employer, 
except as provided in Section 2.03. "Year of Service" means an 
eligibility computation period during which the Employee completes not 
less than the number of Hours of Service specified in the Employer's 
Adoption Agreement. The initial eligibility computation period is the 
first 12 consecutive month period measured from the Employment 
Commencement Date. The Plan measures succeeding eligibility computation 
periods in accordance with the option selected by the Employer in its 
Adoption Agreement. If the Employer elects to measure subsequent periods 
on a Plan Year basis, an Employee who receives credit for the required 
number of Hours of Service during the initial eligibility computation 
period and during the first applicable Plan Year will receive credit for 
two Years of Service under Article II. "Employment Commencement Date" 
means the date on which the Employee first performs an Hour of Service 
for the Employer. If the Employer elects a service condition under 
Adoption Agreement Section 2.01 based on months, the Plan does not apply 
any Hour of Service requirement after the completion of the first Hour 
of Service. 

2.03	BREAK IN SERVICE  -  PARTICIPATION. An Employee incurs a "Break in 
Service" if during any 12 consecutive month period he does not complete 
more than 500 Hours of Service with the Employer. The "12 consecutive 
month period" under this Section 2.03 is the same 12 consecutive month 
period for which the Plan measures "Years of Service" under Section 
2.02. 

(A) 2-year Eligibility. If the Employer elects a 2 years of service 
condition for eligibility purposes under Adoption Agreement Section 
2.01, the Plan treats an Employee who incurs a one year Break in Service 
and who has never become a Participant as a new Employee on the date he 
first performs an Hour of Service for the Employer after the Break in 
Service. 

(B) Suspension of Years of Service. The Employer must elect in its 
Adoption Agreement whether a Participant will incur a suspension of 
Years of Service after incurring a one year Break in Service. If this 
rule applies under the Employer's Plan, the Plan disregards a 
Participant's Years of Service (as defined in Section 2.02) earned prior 
to a Break in Service until the Participant completes another Year of 
Service and the Plan suspends the Participant's participation in the 
Plan. If the Participant completes a Year of Service following his Break 
in Service, the Plan restores that Participant's pre-Break Years of 
Service (and the Participant resumes active participation in the Plan) 
retroactively to the first day of the computation period in which the 
Participant earns the first post-Break Year of Service. The initial 
computation period under this Section 2.03(B) is the 12 consecutive 
month period measured from the date the Participant first receives 
credit for an Hour of Service following the one year Break in Service 
period. The Plan measures any subsequent periods, if necessary, in a 
manner consistent with the computation period selection in Adoption 
Agreement Section 2.02. This Section 2.03(B) does not affect a 
Participant's vesting credit under Article V and, during a suspension 
period, the Participant's Account continues to share fully in Trust Fund 
allocations under Section 9.11. Furthermore, this Section 2.03(B) will 
not result in the restoration of any Year of Service disregarded under 
the Break in Service rule of Section 2.03(A).

2.04	PARTICIPATION UPON RE-EMPLOYMENT. A Participant whose employment 
with the Employer terminates will re-enter the Plan as a Participant on 
the date of his re-employment, subject to the Break in Service rule, if 
applicable, under Section 2.03(B). An Employee who satisfies the Plan's 
eligibility conditions but who terminates employment with the Employer 
prior to becoming a Participant will become a Participant on the later 
of the Plan Entry Date on which he would have entered the Plan had he 
not terminated employment or the date of his re-employment, subject to 
the Break in Service rule, if applicable, under Section 2.03(B). Any 
Employee who terminates employment prior to satisfying the Plan's 
eligibility conditions becomes a Participant in accordance with Adoption 
Agreement Section 2.01. 

2.05	CHANGE IN EMPLOYEE STATUS.  If a Participant has not incurred a 
Separation from Service but ceases to be eligible to participate in the 
Plan, by reason of employment within an employment classification 
excluded by the Employer under Adoption Agreement Section 1.07, the 
Advisory Committee must treat the Participant as an Excluded Employee 
during the period such a Participant is subject to the Adoption 
Agreement exclusion. The Advisory Committee determines a Participant's 
sharing in the allocation of Employer contributions and Participant 
forfeitures, if applicable, by disregarding his Compensation paid by the 
Employer for services rendered in his capacity as an Excluded Employee. 
However, during such period of exclusion, the Participant, without 
regard to employment classification, continues to receive credit for 
vesting under Article V for each included Year of Service and the 
Participant's Account continues to share fully in Trust Fund allocations 
under Section 9.11. 

If an Excluded Employee who is not a Participant becomes eligible to 
participate in the Plan by reason of a change in employment 
classification, he will participate in the Plan immediately if he has 
satisfied the eligibility conditions of Section 2.01 and would have been 
a Participant had he not been an Excluded Employee during his period of 
Service. Furthermore, the Plan takes into account all of the 
Participant's included Years of Service with the Employer as an Excluded 
Employee for purposes of vesting credit under Article V. 

2.06	ELECTION NOT TO PARTICIPATE. If the Employer's Plan is a 
Standardized Plan, the Plan does not permit an otherwise eligible 
Employee nor any Participant to elect not to participate in the Plan. If 
the Employer's Plan is a Nonstandardized Plan, the Employer must specify 
in its Adoption  Agreement whether an Employee eligible to participate, 
or any present Participant, may elect not to participate in the Plan. 
For an election to be effective for a particular Plan Year, the Employee 
or Participant must file the election in writing with the Plan 
Administrator not later than the time specified in the Employer's 
Adoption Agreement. The Employer may not make a contribution under the 
Plan for the Employee or for the Participant for the Plan Year for which 
the election is effective, nor for any succeeding Plan Year, unless the 
Employee or Participant re-elects to participate in the Plan. After an 
Employee's or Participant's election not to participate has been 
effective for at least the minimum period prescribed by the Employer's 
Adoption Agreement, the Employee or Participant may re-elect to 
participate in the Plan for any Plan Year and subsequent Plan Years. An 
Employee or Participant may re-elect to participate in the Plan by 
filing his election in writing with the Plan Administrator not later 
than the time specified in the Employer's Adoption Agreement. An 
Employee or Participant who re-elects to participate may again elect not 
to participate only as permitted in the Employer's Adoption Agreement. 
If an Employee is a Self-Employed Individual, the Employee's election 
(except as permitted by Treasury regulations without creating a Code 
401(k) arrangement with respect to that Self-Employed Individual) must 
be effective no later than the date the Employee first would become a 
Participant in the Plan and the election is irrevocable. The Plan 
Administrator must furnish an Employee or a Participant any form 
required for purposes of an election under this Section 2.06. An 
election timely filed is effective for the entire Plan Year. 

A Participant who elects not to participate may not receive a 
distribution of his Accrued Benefit attributable either to Employer or 
to Participant contributions except as provided under Article IV or 
under Article VI. However, for each Plan Year for which a Participant's 
election not to participate is effective, the Participant's Account, if 
any, continues to share in Trust Fund allocations under Article IX. 
Furthermore, the Employee or the Participant receives vesting credit 
under Article V for each included Year of Service during the period the 
election not to participate is effective. 
	ARTICLE III 
	EMPLOYER CONTRIBUTIONS AND FORFEITURES 

Part 1.  Amount of Employer Contributions and Plan Allocations: Sections 
3.01 through 3.06

3.01	AMOUNT. For each Plan Year, the Employer contributes to the Trust 
the amount determined by application of the contribution option selected 
by the Employer in its Adoption Agreement. The Employer may not make a 
contribution to the Trust for any Plan Year to the extent the 
contribution would exceed the Participants' Maximum Permissible Amounts. 

The Employer contributes to this Plan on the condition its contribution 
is not due to a mistake of fact and the Revenue Service will not 
disallow the deduction for its contribution. The Trustee, upon written 
request from the Employer, must return to the Employer the amount of the 
Employer's contribution made by the Employer by mistake of fact or the 
amount of the Employer's contribution disallowed as a deduction under 
Code 404. The Trustee will not return any portion of the Employer's 
contribution under the provisions of this paragraph more than one year 
after: 

(a)	The Employer made the contribution by mistake of fact; or 

(b)	The disallowance of the contribution as a deduction, and then, 
only to the extent of the disallowance. 

The Trustee will not increase the amount of the Employer contribution 
returnable under this Section 3.01 for any earnings attributable to the 
contribution, but the Trustee will decrease the Employer contribution 
returnable for any losses attributable to it. The Trustee may require 
the Employer to furnish it whatever evidence the Trustee deems necessary 
to enable the Trustee to confirm the amount the Employer has requested 
be returned is properly returnable under ERISA.

3.02	DETERMINATION OF CONTRIBUTION.  The Employer, from its records, 
determines the amount of any contributions to be made by it to the Trust 
under the terms of the Plan. 

3.03	TIME OF PAYMENT OF CONTRIBUTION. The Employer may pay its 
contribution for  each Plan Year in one or more installments without 
interest. The Employer must make its contribution to the Plan within the 
time prescribed by the Code or applicable Treasury regulations. Subject 
to the consent of the Trustee, the Employer may make its contribution in 
property rather than in cash, provided the contribution of property is 
not a prohibited transaction under the Code or under ERISA.

3.04	CONTRIBUTION ALLOCATION. 

(A)	Method of Allocation. The Employer must specify in its Adoption 
Agreement the manner of allocating each annual Employer contribution to 
this Trust. 

(B)	Top Heavy Minimum Allocation. The Plan must comply with the 
provisions of this Section 3.04(B), subject to the elections in the 
Employer's Adoption Agreement. 

(1)	Top Heavy Minimum Allocation Under Standardized Plan. Subject to 
the Employer's election under Section 3.04(B)(3), the top heavy minimum 
allocation requirement applies to a Standardized Plan for each Plan 
Year, irrespective of whether the Plan is top heavy.

(a)	Each Participant employed by the Employer on the last day of the 
Plan Year will receive a top heavy minimum allocation for that Plan 
Year. The Employer may elect in Section 3.04 of its Adoption Agreement 
to apply this paragraph (a) only to a Participant who is a Non-Key 
Employee.
(b)	Subject to any overriding elections in Section 3.18 of the 
Employer's Adoption Agreement, the top heavy minimum allocation is the 
lesser of 3% of the Participant's Compensation for the Plan Year or the 
highest contribution rate for the Plan Year made on behalf of any 
Participant for the Plan Year. However, if the Employee participates in 
Paired Plans, the top heavy minimum allocation is 3% of his 
Compensation. If, under Adoption Agreement Section 3.04, the Employer 
elects to apply paragraph (a) only to a Participant who is a Non-Key 
Employee, the Advisory Committee will determine the "highest 
contribution rate" described in the first sentence of this paragraph (b) 
by reference only to the contribution rates of Participants who are Key 
Employees for the Plan Year.

(2)	Top Heavy Minimum Allocation Under Nonstandardized Plan. The top 
heavy minimum allocation requirement applies to a Nonstandardized Plan 
only in Plan Years for which the Plan is top heavy. Except as provided 
in the Employer's Adoption Agreement, if the Plan is top heavy in any 
Plan Year:

(a)	Each Non-Key Employee who is a Participant and is employed by the 
Employer on the last day of the Plan Year will receive a top heavy 
minimum allocation for that Plan Year, irrespective of whether he 
satisfies the Hours of Service condition under Section 3.06 of the 
Employer's Adoption Agreement; and

(b)	The top heavy minimum allocation is the lesser of 3% of the Non-
Key Employee's Compensation for the Plan Year or the highest 
contribution rate for the Plan Year made on behalf of any Key Employee. 
However, if a defined benefit plan maintained by the Employer which 
benefits a Key Employee depends on this Plan to satisfy the 
antidiscrimination rules of Code 401(a)(4) or the coverage rules of 
Code 410 (or another plan benefiting the Key Employee so depends on 
such defined benefit plan), the top heavy minimum allocation is 3% of 
the Non-Key Employee's Compensation regardless of the contribution rate 
for the Key Employees. 

(3)	Special Election for Standardized Code 401(k) Plan. If the 
Employer's Plan is a Standardized Code 401(k) Plan, the Employer may 
elect in Adoption Agreement Section 3.04 to apply the top heavy minimum 
allocation requirements of Section 3.04(B)(1) only for Plan Years in 
which the Plan actually is a top heavy plan.

(4)	Special Definitions. For purposes of this Section 3.04(B), the 
term "Participant" includes any Employee otherwise eligible to 
participate in the Plan but who is not a Participant because of his 
Compensation level or because of his failure to make elective deferrals 
under a Code 401(k) arrangement or because of his failure to make 
mandatory contributions. For purposes of subparagraph (1)(b) or (2)(b), 
"Compensation" means Compensation as defined in Section 1.12, except 
Compensation does not include elective contributions, irrespective of 
whether the Employer has elected to include these amounts in Section 
1.12 of its Adoption Agreement, any exclusion selected in Section 1.12 
of the Adoption Agreement (other than the exclusion of elective 
contributions) does not apply, and any modification to the definition of 
Compensation in Section 3.06 does not apply.

(5)	Determining Contribution Rates. For purposes of this Section 
3.04(B), a Participant's contribution rate is the sum of all Employer 
contributions (not including Employer contributions to Social Security) 
and forfeitures allocated to the Participant's Account for the Plan Year 
divided by his Compensation for the entire Plan Year. However, for 
purposes of satisfying a Participant's top heavy minimum allocation in 
Plan Years beginning after December 31, 1988, the Participant's 
contribution rate does not include any elective contributions under a 
Code 401(k) arrangement nor any Employer matching contributions 
allocated on the basis of those elective contributions or on the basis 
of employee contributions, except a Nonstandardized Plan may include in 
the contribution rate any matching contributions not necessary to 
satisfy the nondiscrimination requirements of Code 401(k) or of Code 
401(m).

If the Employee is a Participant in Paired Plans, the Advisory Committee 
will consider the Paired Plans as a single Plan to determine a 
Participant's contribution rate and to determine whether the Plans 
satisfy this top heavy minimum allocation requirement. To determine a 
Participant's contribution rate under a Nonstandardized Plan, the 
Advisory Committee must treat all qualified top heavy defined 
contribution plans maintained by the Employer (or by any related 
Employers described in Section 1.30) as a single plan.

(6)	No Allocations. If, for a Plan Year, there are no allocations of 
Employer contributions or forfeitures for any Participant (for purposes 
of Section 3.04 (B)(1)(b)) or for any Key Employee (for purposes of 
Section 3.04(B)(2)(b)), the Plan does not require any top heavy minimum 
allocation for the Plan Year, unless a top heavy minimum allocation 
applies because of the maintenance by the Employer of more than one 
plan.

(7)	Election of Method. The Employer must specify in its Adoption 
Agreement the manner in which the Plan will satisfy the top heavy 
minimum allocation requirement.

(a)	If the Employer elects to make any necessary additional 
contribution to this Plan, the Advisory Committee first will allocate 
the Employer contributions (and Participant forfeitures, if any) for the 
Plan Year in accordance with the provisions of Adoption Agreement 
Section 3.04. The Employer then will contribute an additional amount for 
the Account of any Participant entitled under this Section 3.04(B) to a 
top heavy minimum allocation and whose contribution rate for the Plan 
Year, under this Plan and any other plan aggregated under paragraph (5), 
is less than the top heavy minimum allocation. The additional amount is 
the amount necessary to increase the Participant's contribution rate to 
the top heavy minimum allocation. The Advisory Committee will allocate 
the additional contribution to the Account of the Participant on whose 
behalf the Employer makes the contribution.

(b)	If the Employer elects to guarantee the top heavy minimum 
allocation under another plan, this Plan does not provide the top heavy 
minimum allocation and the Advisory Committee will allocate the annual 
Employer contributions (and Participant forfeitures) under the Plan 
solely in accordance with the allocation method selected under Adoption 
Agreement Section 3.04.

3.05	FORFEITURE ALLOCATION. The amount of a Participant's Accrued 
Benefit forfeited under the Plan is a Participant forfeiture. The 
Advisory Committee will allocate Participant forfeitures in the manner 
specified by the Employer in its Adoption Agreement. The Advisory 
Committee will continue to hold the undistributed, non-vested portion of 
a terminated Participant's Accrued Benefit in his Account solely for his 
benefit until a forfeiture occurs at the time specified in Section 5.09 
or if applicable, until the time specified in Section 9.14. Except as 
provided under Section 5.04, a Participant will not share in the 
allocation of a forfeiture of any portion of his Accrued Benefit.

3.06	ACCRUAL OF BENEFIT. The Advisory Committee will determine the 
accrual of benefit (Employer contributions and Participant forfeitures) 
on the basis of the Plan Year in accordance with the Employer's 
elections in its Adoption Agreement. 

(A)	Compensation Taken Into Account. The Employer must specify in its 
Adoption Agreement the Compensation the Advisory Committee is to take 
into account in allocating an Employer contribution to a Participant's 
Account for the Plan Year in which the Employee first becomes a 
Participant. For all other Plan Years, the Advisory Committee will take 
into account only the Compensation determined for the portion of the 
Plan Year in which the Employee actually is a Participant. The Advisory 
Committee must take into account the Employee's entire Compensation for 
the Plan Year to determine whether the Plan satisfies the top heavy 
minimum allocation requirement of Section 3.04(B). The Employer, in an 
addendum to its Adoption Agreement numbered 3.06(A), may elect to 
measure Compensation for the Plan Year for allocation purposes on the 
basis of a specified period other than the Plan Year.

(B)	Hours of Service Requirement. Subject to the applicable minimum 
allocation requirement of Section 3.04, the Advisory Committee will not 
allocate any portion of an Employer contribution for a Plan Year to any 
Participant's Account if the Participant does not complete the 
applicable minimum Hours of Service requirement specified in the 
Employer's Adoption Agreement. 

(C)	Employment Requirement. If the Employer's Plan is a Standardized 
Plan, a Participant who, during a particular Plan Year, completes the 
accrual requirements of Adoption Agreement Section 3.06 will share in 
the allocation of Employer contributions for that Plan Year without 
regard to whether he is employed by the Employer on the Accounting Date 
of that Plan Year. If the Employer's Plan is a Nonstandardized Plan, the 
Employer must specify in its Adoption Agreement whether the Participant 
will accrue a benefit if he is not employed by the Employer on the 
Accounting Date of the Plan Year. If the Employer's Plan is a money 
purchase plan or a target benefit plan, whether Nonstandardized or 
Standardized, the Plan conditions benefit accrual on employment with the 
Employer on the last day of the Plan Year for the Plan Year in which the 
Employer terminates the Plan.

(D)	Other Requirements. If the Employer's Adoption Agreement includes 
options for other requirements affecting the Participant's accrual of 
benefits under the Plan, the Advisory Committee will apply this Section 
3.06 in accordance with the Employer's Adoption Agreement selections.

(E)	Suspension of Accrual Requirements Under Nonstandardized Plan. If 
the Employer's Plan is a Nonstandardized Plan, the Employer may elect in 
its Adoption Agreement to suspend the accrual requirements elected under 
Adoption Agreement Section 3.06 if, for any Plan Year beginning after 
December 31, 1989, the Plan fails to satisfy the Participation Test or 
the Coverage Test. A Plan satisfies the Participation Test if, on each 
day of the Plan Year, the number of Employees who benefit under the Plan 
is at least equal to the lesser of 50 or 40% of the total number of 
Includible Employees as of such day. A Plan satisfies the Coverage Test 
if, on the last day of each quarter of the Plan Year, the number of 
Nonhighly Compensated Employees who benefit under the Plan is at least 
equal to 70% of the total number of Includible Nonhighly Compensated 
Employees as of such day. "Includible" Employees are all Employees other 
than: (1) those Employees excluded from participating in the Plan for 
the entire Plan Year by reason of the collective bargaining unit 
exclusion or the nonresident alien exclusion under Adoption Agreement 
Section 1.07 or by reason of the participation requirements of Sections 
2.01 and 2.03; and (2) any Employee who incurs a Separation from Service 
during the Plan Year and fails to complete at least 501 Hours of Service 
for the Plan Year. A "Nonhighly Compensated Employee" is an Employee who 
is not a Highly Compensated Employee and who is not a family member 
aggregated with a Highly Compensated Employee pursuant to Section 1.09 
of the Plan.

For purposes of the Participation Test and the Coverage Test, an 
Employee is benefiting under the Plan on a particular date if, under 
Adoption Agreement Section 3.04, he is entitled to an allocation for the 
Plan Year. Under the Participation Test, when determining whether an 
Employee is entitled to an allocation under Adoption Agreement Section 
3.04, the Advisory Committee will disregard any allocation required 
solely by reason of the top heavy minimum allocation, unless the top 
heavy minimum allocation is the only allocation made under the Plan for 
the Plan Year. 

If this Section 3.06(E) applies for a Plan Year, the Advisory Committee 
will suspend the accrual requirements for the Includible Employees who 
are Participants, beginning first with the Includible Employee(s) 
employed with the Employer on the last day of the Plan Year, then the 
Includible Employee(s) who have the latest Separation from Service 
during the Plan Year, and continuing to suspend in descending order the 
accrual requirements for each Includible Employee who incurred an 
earlier Separation from Service, from the latest to the earliest 
Separation from Service date, until the Plan satisfies both the 
Participation Test and the Coverage Test for the Plan Year. If two or 
more Includible Employees have a Separation from Service on the same 
day, the Advisory Committee will suspend the accrual requirements for 
all such Includible Employees, irrespective of whether the Plan can 
satisfy the Participation Test and the Coverage Test by accruing 
benefits for fewer than all such Includible Employees. If the Plan 
suspends the accrual requirements for an Includible Employee, that 
Employee will share in the allocation of Employer contributions and 
Participant forfeitures, if any, without regard to the number of Hours 
of Service he has earned for the Plan Year and without regard to whether 
he is employed by the Employer on the last day of the Plan Year. If the 
Employer's Plan includes Employer matching contributions subject to Code 
401(m), this suspension of accrual requirements applies separately to 
the Code 401(m) portion of the Plan, and the Advisory Committee will 
treat an Employee as benefiting under that portion of the Plan if he is 
an Eligible Employee for purposes of the Code 401(m) nondiscrimination 
test. The Employer may modify the operation of this Section 3.06(E) by 
electing appropriate modifications in Section 3.06 of its Adoption 
Agreement.

Part 2. Limitations On Allocations: Sections 3.07 through 3.19
 
[Note: Sections 3.07 through 3.10 apply only to Participants in this 
Plan who do not participate, and who have never participated, in another 
qualified plan or in a welfare benefit fund (as defined in Code 419(e)) 
maintained by the Employer.] 

3.07	The amount of Annual Additions which the Advisory Committee may 
allocate under this Plan on a Participant's behalf for a Limitation Year 
may not exceed the Maximum Permissible Amount. If the amount the 
Employer otherwise would contribute to the Participant's Account would 
cause the Annual Additions for the Limitation Year to exceed the Maximum 
Permissible Amount, the Employer will reduce the amount of its 
contribution so the Annual Additions for the Limitation Year will equal 
the Maximum Permissible Amount. If an allocation of Employer 
contributions, pursuant to Section 3.04, would result in an Excess 
Amount (other than an Excess Amount resulting from the circumstances 
described in Section 3.10) to the Participant's Account, the Advisory 
Committee will reallocate the Excess Amount to the remaining 
Participants who are eligible for an allocation of Employer 
contributions for the Plan Year in which the Limitation Year ends. The 
Advisory Committee will make this reallocation on the basis of the 
allocation method under the Plan as if the Participant whose Account 
otherwise would receive the Excess Amount is not eligible for an 
allocation of Employer contributions.

3.08	Prior to the determination of the Participant's actual 
Compensation for a Limitation Year, the Advisory Committee may determine 
the Maximum Permissible Amount on the basis of the Participant's 
estimated annual Compensation for such Limitation Year. The Advisory 
Committee  must make this determination on a reasonable and uniform 
basis for all Participants similarly situated. The Advisory Committee 
must reduce any Employer contributions (including any allocation of 
forfeitures) based on estimated annual Compensation by any Excess 
Amounts carried over from prior years. 

3.09	As soon as is administratively feasible after the end of the 
Limitation Year, the Advisory Committee will determine the Maximum 
Permissible Amount for such Limitation Year on the basis of the 
Participant's actual Compensation for such Limitation Year. 

3.10	If, pursuant to Section 3.09, or because of the allocation of 
forfeitures, there is an Excess Amount with respect to a Participant for 
a Limitation Year, the Advisory Committee will dispose of such Excess 
Amount as follows: 

(a)	The Advisory Committee will return any nondeductible voluntary 
Employee contributions to the Participant to the extent the return would 
reduce the Excess Amount. 

(b)	If, after the application of paragraph (a), an Excess Amount still 
exists, and the Plan covers the Participant at the end of the Limitation 
Year, then the Advisory Committee will use the Excess Amount(s) to 
reduce future Employer contributions (including any allocation of 
forfeitures) under the Plan for the next Limitation Year and for each 
succeeding Limitation Year, as is necessary, for the Participant. If the 
Employer's Plan is a profit sharing plan, the Participant may elect to 
limit his Compensation for allocation purposes to the extent necessary 
to reduce his allocation for the Limitation Year to the Maximum 
Permissible Amount and eliminate the Excess Amount.

(c)	If, after the application of paragraph (a), an Excess Amount still 
exists, and the Plan does not cover the Participant at the end of the 
Limitation Year, then the Advisory Committee will hold the Excess Amount 
unallocated in a suspense account. The Advisory Committee will apply the 
suspense account to reduce Employer Contributions (including allocation 
of forfeitures) for all remaining Participants in the next Limitation 
Year, and in each succeeding Limitation Year if necessary. Neither the 
Employer nor any Employee may contribute to the Plan for any Limitation 
Year in which the Plan is unable to allocate fully a suspense account 
maintained pursuant to this paragraph (c).

(d)	The Advisory Committee will not distribute any Excess Amount(s) to 
Participants or to former Participants. 

[Note: Sections 3.11 through 3.16 apply only to Participants who, in 
addition to this Plan, participate in one or more plans (including 
Paired Plans), all of which are qualified Master or Prototype defined 
contribution plans or welfare benefit funds (as defined in Code 419(e)) 
maintained by the Employer during the Limitation Year.] 

3.11	The amount of Annual Additions which the Advisory Committee may 
allocate under this Plan on a Participant's behalf for a Limitation Year 
may not exceed the Maximum Permissible Amount, reduced by the sum of any 
Annual Additions allocated to the Participant's Accounts for the same 
Limitation Year under this Plan and such other defined contribution 
plan. If the amount the Employer otherwise would contribute to the 
Participant's Account under this Plan would cause the Annual Additions 
for the Limitation Year to exceed this limitation, the Employer will 
reduce the amount of its contribution so the Annual Additions under all 
such plans for the Limitation Year will equal the Maximum Permissible 
Amount. If an allocation of Employer contributions, pursuant to Section 
3.04, would result in an Excess Amount (other than an Excess Amount 
resulting from the circumstances described in Section 3.10) to the 
Participant's Account, the Advisory Committee will reallocate the Excess 
Amount to the remaining Participants who are eligible for an allocation 
of Employer contributions for the Plan Year in which the Limitation Year 
ends. The Advisory Committee will make this reallocation on the basis of 
the allocation method under the Plan as if the Participant whose Account 
otherwise would receive the Excess Amount is not eligible for an 
allocation of Employer contributions.

3.12	Prior to the determination of the Participant's actual 
Compensation for the Limitation Year, the Advisory Committee may 
determine the amounts referred to in 3.11 above on the basis of the 
Participant's estimated annual Compensation for such Limitation Year. 
The Advisory Committee will make this determination on a reasonable and 
uniform basis for all Participants similarly situated. The Advisory 
Committee must reduce any Employer contribution (including allocation of 
forfeitures) based on estimated annual Compensation by any Excess 
Amounts carried over from prior years. 

3.13	As soon as is administratively feasible after the end of the 
Limitation Year, the Advisory Committee will determine the amounts 
referred to in 3.11 on the basis of the Participant's actual 
Compensation for such Limitation Year. 

3.14	If pursuant to Section 3.13, or because of the allocation of 
forfeitures, a Participant's Annual Additions under this Plan and all 
such other plans result in an Excess Amount, such Excess Amount will 
consist of the Amounts last allocated. The Advisory Committee will 
determine the Amounts last allocated by treating the Annual Additions 
attributable to a welfare benefit fund as allocated first, irrespective 
of the actual allocation date under the welfare benefit fund. 

3.15	The Employer must specify in its Adoption Agreement the Excess 
Amount attributed to this Plan, if the Advisory Committee allocates an 
Excess Amount to a Participant on an allocation date of this Plan which 
coincides with an allocation date of another plan.

3.16	The Advisory Committee will dispose of any Excess Amounts 
attributed to this Plan as provided in Section 3.10. 

[Note: Section 3.17 applies only to Participants who, in addition to 
this Plan, participate in one or more qualified plans which are 
qualified defined contribution plans other than a Master or Prototype 
plan maintained by the Employer during the Limitation Year.] 

3.17	SPECIAL ALLOCATION LIMITATION. The amount of Annual Additions 
which the  Advisory Committee may allocate under this Plan on behalf of 
any Participant are limited in accordance with the provisions of Section 
3.11 through 3.16, as though the other plan were a Master or Prototype 
plan, unless the Employer provides other limitations in an addendum to 
the Adoption Agreement, numbered Section 3.17. 

3.18	DEFINED BENEFIT PLAN LIMITATION.  If the Employer maintains a 
defined benefit plan, or has ever maintained a defined benefit plan 
which the Employer has terminated, then the sum of the defined benefit 
plan fraction and the defined contribution plan fraction for any 
Participant for any Limitation Year must not exceed 1.0. The Employer 
must provide in Adoption Agreement Section 3.18 the manner in which the 
Plan will satisfy this limitation. The Employer also must provide in its 
Adoption Agreement Section 3.18 the manner in which the Plan will 
satisfy the top heavy requirements of Code 416 after taking into 
account the existence (or prior maintenance) of the defined benefit 
plan.

3.19	DEFINITIONS - ARTICLE III. For purposes of Article III, the 
following terms mean: 

(a)	"Annual Addition" - The sum of the following amounts allocated on 
behalf of a Participant for a Limitation Year, of (i) all Employer 
contributions; (ii) all forfeitures; and (iii) all Employee 
contributions. Except to the extent provided in Treasury regulations, 
Annual Additions include excess contributions described in Code 401(k), 
excess aggregate contributions described in Code 401(m) and excess 
deferrals described in Code 402(g), irrespective of whether the plan 
distributes or forfeits such excess amounts. Annual Additions also 
include Excess Amounts reapplied to reduce Employer contributions under 
Section 3.10. Amounts allocated after March 31, 1984, to an individual 
medical account (as defined in Code 415(l)(2)) included as part of a 
defined benefit plan maintained by the Employer are Annual Additions. 
Furthermore, Annual Additions include contributions paid or accrued 
after December 31, 1985, for taxable years ending after December 31, 
1985, attributable to post-retirement medical benefits allocated to the 
separate account of a key employee (as defined in Code 419A(d)(3)) 
under a welfare benefit fund (as defined in Code 419(e)) maintained by 
the Employer. 

(b)	"Compensation" - For purposes of applying the limitations of Part 
2 of this Article III, "Compensation" means Compensation as defined in 
Section 1.12, except Compensation does not include elective 
contributions, irrespective of whether the Employer has elected to 
include these amounts as Compensation under Section 1.12 of its Adoption 
Agreement, and any exclusion selected in Section 1.12 of the Adoption 
Agreement (other than the exclusion of elective contributions) does not 
apply.

(c)	"Employer" - The Employer that adopts this Plan and any related 
employers described in Section 1.30. Solely for purposes of applying the 
limitations of Part 2 of this Article III, the Advisory Committee will 
determine related employers described in Section 1.30 by modifying Code 
414(b) and (c) in accordance with Code 415(h). 

(d)	"Excess Amount" - The excess of the Participant's Annual Additions 
for the Limitation Year over the Maximum Permissible Amount. 

(e)	"Limitation Year" - The period selected by the Employer under 
Adoption Agreement Section 1.17. All qualified plans of the Employer 
must use the same Limitation Year. If the Employer amends the Limitation 
Year to a different 12 consecutive month period, the new Limitation Year 
must begin on a date within the Limitation Year for which the Employer 
makes the amendment, creating a short Limitation Year. 

(f)	"Master or Prototype Plan" - A plan the form of which is the 
subject of a favorable notification letter or a favorable opinion letter 
from the Internal Revenue Service. 

(g)	"Maximum Permissible Amount" - The lesser of (i) $30,000 (or, if 
greater, one-fourth of the defined benefit dollar limitation under Code 
415(b)(1)(A)), or (ii) 25% of the Participant's Compensation for the 
Limitation Year. If there is a short Limitation Year because of a change 
in Limitation Year, the Advisory Committee will multiply the $30,000 (or 
adjusted) limitation by the following fraction: 

	   Number of months in the short Limitation Year    
	12

(h)	"Defined contribution plan" - A retirement plan which provides for 
an individual account for each participant and for benefits based solely 
on the amount contributed to the participant's account, and any income, 
expenses, gains and losses, and any forfeitures of accounts of other 
participants which the plan may allocate to such participant's account. 
The Advisory Committee must treat all defined contribution plans 
(whether or not terminated) maintained by the Employer as a single plan. 
Solely for purposes of the limitations of Part 2 of this Article III, 
the Advisory Committee will treat employee contributions made to a 
defined benefit plan maintained by the Employer as a separate defined 
contribution plan. The Advisory Committee also will treat as a defined 
contribution plan an individual medical account (as defined in Code 
415(l)(2)) included as part of a defined benefit plan maintained by the 
Employer and, for taxable years ending after December 31, 1985, a 
welfare benefit fund under Code 419(e) maintained by the Employer to 
the extent there are post-retirement medical benefits allocated to the 
separate account of a key employee (as defined in Code 419A(d)(3)).

(i)	"Defined benefit plan" - A retirement plan which does not provide 
for individual accounts for Employer contributions. The Advisory 
Committee must treat all defined benefit plans (whether or not 
terminated) maintained by the Employer as a single plan.

[Note: The definitions in paragraphs (j), (k) and (l) apply only if the 
limitation described in Section 3.18 applies to the Employer's Plan.]

(j)	"Defined benefit plan fraction" -

 	    Projected annual benefit of the Participant under the defined 
benefit plan(s)     
	The lesser of (i) 125% (subject to the "100% limitation" in 
paragraph (l)) of the
	dollar limitation in effect under Code  415(b)(1)(A) for the 
Limitation Year, 
	or (ii) 140% of the Participant's average Compensation for his 
	high three (3) consecutive Years of Service 

To determine the denominator of this fraction, the Advisory Committee 
will make any adjustment required under Code 415(b) and will determine 
a Year of Service, unless otherwise provided in an addendum to Adoption 
Agreement Section 3.18, as a Plan Year in which the Employee completed 
at least 1,000 Hours of Service. The "projected annual benefit" is the 
annual retirement benefit (adjusted to an actuarially equivalent 
straight life annuity if the plan expresses such benefit in a form other 
than a straight life annuity or qualified joint and survivor annuity) of 
the Participant under the terms of the defined benefit plan on the 
assumptions he continues employment until his normal retirement age (or 
current age, if later) as stated in the defined benefit plan, his 
compensation continues at the same rate as in effect in the Limitation 
Year under consideration until the date of his normal retirement age and 
all other relevant factors used to determine benefits under the defined 
benefit plan remain constant as of the current Limitation Year for all 
future Limitation Years. 

Current Accrued Benefit. If the Participant accrued benefits in one or 
more defined benefit plans maintained by the Employer which were in 
existence on May 6, 1986, the dollar limitation used in the denominator 
of this fraction will not be less than the Participant's Current Accrued 
Benefit. A Participant's Current Accrued Benefit is the sum of the 
annual benefits under such defined benefit plans which the Participant 
had accrued as of the end of the 1986 Limitation Year (the last 
Limitation Year beginning before January 1, 1987), determined without 
regard to any change in the terms or conditions of the Plan made after 
May 5, 1986, and without regard to any cost of living adjustment 
occurring after May 5, 1986. This Current Accrued Benefit rule applies 
only if the defined benefit plans individually and in the aggregate 
satisfied the requirements of Code 415 as in effect at the end of the 
1986 Limitation Year. 

(k) "Defined contribution plan fraction" -
 
	The sum, as of the close of the Limitation Year, of the Annual 
Additions 
	         to the Participant's Account under the defined 
contribution plan(s)          
	The sum of the lesser of the following amounts determined 
	for the Limitation Year and for each prior Year of Service with 
the Employer:(i) 125%
	(subject to the "100% limitation" in paragraph (l)) of the dollar 
limitation in effect under Code 415(c)(1)(A) for the Limitation Year 
(determined without regard to 
	the special dollar limitations for employee stock ownership 
plans), or 
	(ii) 35% of the Participant's Compensation for the Limitation Year 

For purposes of determining the defined contribution plan fraction, the 
Advisory Committee will not recompute Annual Additions in Limitation 
Years beginning prior to January 1, 1987, to treat all Employee 
contributions as Annual Additions. If the Plan satisfied Code 415 for 
Limitation Years beginning prior to January 1, 1987, the Advisory 
Committee will redetermine the defined contribution plan fraction and 
the defined benefit plan fraction as of the end of the 1986 Limitation 
Year, in accordance with this Section 3.19. If the sum of the 
redetermined fractions exceeds 1.0, the Advisory Committee will subtract 
permanently from the numerator of the defined contribution plan fraction 
an amount equal to the product of (1) the excess of the sum of the 
fractions over 1.0, times (2) the denominator of the defined 
contribution plan fraction. In making the adjustment, the Advisory 
Committee must disregard any accrued benefit under the defined benefit 
plan which is in excess of the Current Accrued Benefit. This Plan 
continues any transitional rules applicable to the determination of the 
defined contribution plan fraction under the Employer's Plan as of the 
end of the 1986 Limitation Year.

(l) "100% limitation." If the 100% limitation applies, the Advisory 
Committee must determine the denominator of the defined benefit plan 
fraction and the denominator of the defined contribution plan fraction 
by substituting 100% for 125%. If the Employer's Plan is a Standardized 
Plan, the 100% limitation applies in all Limitation Years, subject to 
any override provisions under Section 3.18 of the Employer's Adoption 
Agreement. If the Employer overrides the 100% limitation under a 
Standardized Plan, the Employer must specify in its Adoption Agreement 
the manner in which the Plan satisfies the extra minimum benefit 
requirement of Code 416(h) and the 100% limitation must continue to 
apply if the Plan's top heavy ratio exceeds 90%. If the Employer's Plan 
is a Nonstandardized Plan, the 100% limitation applies only if: (i) the 
Plan's top heavy ratio exceeds 90%; or (ii) the Plan's top heavy ratio 
is greater than 60%, and the Employer does not elect in its Adoption 
Agreement Section 3.18 to provide extra minimum benefits which satisfy 
Code 416(h)(2). 


	ARTICLE IV 
	PARTICIPANT CONTRIBUTIONS 


4.01	PARTICIPANT NONDEDUCTIBLE CONTRIBUTIONS. This Plan does not permit 
Participant nondeductible contributions unless the Employer maintains 
its Plan under a Code 401(k) Adoption Agreement. If the Employer does 
not maintain its Plan under a Code 401(k) Adoption Agreement and, prior 
to the adoption of this Prototype Plan, the Plan accepted Participant 
nondeductible contributions for a Plan Year beginning after December 31, 
1986, those contributions must satisfy the requirements of Code 401(m). 
This Section 4.01 does not prohibit the Plan's acceptance of Participant 
nondeductible contributions prior to the first Plan Year commencing 
after the Plan Year in which the Employer adopts this Prototype Plan.

4.02	PARTICIPANT DEDUCTIBLE CONTRIBUTIONS. A qualified Plan may not 
accept Participant deductible contributions after April 15, 1987. If the 
Employer's Plan includes Participant deductible contributions ("DECs") 
made prior to April 16, 1987, the Advisory Committee must maintain a 
separate accounting for the Participant's Accrued Benefit attributable 
to DECs, including DECs which are part of a rollover contribution 
described in Section 4.03. The Advisory Committee will treat the 
accumulated DECs as part of the Participant's Accrued Benefit for all 
purposes of the Plan, except for purposes of determining the top heavy 
ratio under Section 1.33. The Advisory Committee may not use DECs to 
purchase life insurance on the Participant's behalf.

4.03	PARTICIPANT ROLLOVER CONTRIBUTIONS. Any Participant, with the 
Employer's  written consent and after filing with the Trustee the form 
prescribed by the Advisory Committee, may contribute cash or other 
property to the Trust other than as a voluntary contribution if the 
contribution is a "rollover contribution" which the Code permits an 
employee to transfer either directly or indirectly from one qualified 
plan to another qualified plan. Before accepting a rollover 
contribution, the Trustee may require an Employee to furnish 
satisfactory evidence that the proposed transfer is in fact a "rollover 
contribution" which the Code permits an employee to make to a qualified 
plan. A rollover contribution is not an Annual Addition under Part 2 of 
Article III. 

The Trustee will invest the rollover contribution in a segregated 
investment Account for the Participant's sole benefit unless the Trustee 
(or the Named Fiduciary, in the case of a nondiscretionary Trustee 
designation), in its sole discretion, agrees to invest the rollover 
contribution as part of the Trust Fund. The Trustee will not have any 
investment responsibility with respect to a Participant's segregated 
rollover Account. The Participant, however, from time to time, may 
direct the Trustee in writing as to the investment of his segregated 
rollover Account in property, or property interests, of any kind, real, 
personal or mixed; provided however, the Participant may not direct the 
Trustee to make loans to his Employer. A Participant's segregated 
rollover Account alone will bear any extraordinary expenses resulting 
from investments made at the direction of the Participant. As of the 
Accounting Date (or other valuation date) for each Plan Year, the 
Advisory Committee will allocate and credit the net income (or net loss) 
from a Participant's segregated rollover Account and the increase or 
decrease in the fair market value of the assets of a segregated rollover 
Account solely to that Account. The Trustee is not liable nor 
responsible for any loss resulting to any Beneficiary, nor to any 
Participant, by reason of any sale or investment made or other action 
taken pursuant to and in accordance with the direction of the 
Participant. In all other respects, the Trustee will hold, administer 
and distribute a rollover contribution in the same manner as any 
Employer contribution made to the Trust.  

An eligible Employee, prior to satisfying the Plan's eligibility 
conditions, may make a rollover contribution to the Trust to the same 
extent and in the same manner as a Participant. If an Employee makes a 
rollover contribution to the Trust prior to satisfying the Plan's 
eligibility conditions, the Advisory Committee and Trustee must treat 
the Employee as a Participant for all purposes of the Plan except the 
Employee is not a Participant for purposes of sharing in Employer 
contributions or Participant forfeitures under the Plan until he 
actually becomes a Participant in the Plan. If the Employee has a 
Separation from Service prior to becoming a Participant, the Trustee 
will distribute his rollover contribution Account to him as if it were 
an Employer contribution Account. 

4.04	PARTICIPANT CONTRIBUTION - FORFEITABILITY. A Participant's Accrued 
Benefit is, at all times, 100% Nonforfeitable to the extent the value of 
his Accrued Benefit is derived from his Participant contributions 
described in this Article IV.

4.05	PARTICIPANT CONTRIBUTION - WITHDRAWAL/DISTRIBUTION. A Participant, 
by giving prior written notice to the Trustee, may withdraw all or any 
part of the value of his Accrued Benefit derived from his Participant 
contributions described in this Article IV. A distribution of 
Participant contributions must comply with the joint and survivor 
requirements described in Article VI, if those requirements apply to the 
Participant. A Participant may not exercise his right to withdraw the 
value of his Accrued Benefit derived from his Participant contributions 
more than once during any Plan Year. The Trustee, in accordance with the 
direction of the Advisory Committee, will distribute a Participant's 
unwithdrawn Accrued Benefit attributable to his Participant 
contributions in accordance with the provisions of Article VI applicable 
to the distribution of the Participant's Nonforfeitable Accrued Benefit.

4.06	PARTICIPANT CONTRIBUTION - ACCRUED BENEFIT. The Advisory Committee 
must maintain a separate Account(s) in the name of each Participant to 
reflect the Participant's Accrued Benefit under the Plan derived from 
his Participant contributions. A Participant's Accrued Benefit derived 
from his Participant contributions as of any applicable date is the 
balance of his separate Participant contribution Account(s). 

	ARTICLE V 
	TERMINATION OF SERVICE - PARTICIPANT VESTING 

5.01	NORMAL RETIREMENT AGE.  The Employer must define Normal Retirement 
Age in its Adoption Agreement. A Participant's Accrued Benefit derived 
from Employer contributions is 100% Nonforfeitable upon and after his 
attaining Normal Retirement Age (if employed by the Employer on or after 
that date).

5.02	PARTICIPANT DISABILITY OR DEATH. The Employer may elect in its 
Adoption Agreement to provide a Participant's Accrued Benefit derived 
from Employer contributions will be 100% Nonforfeitable if the 
Participant's Separation from Service is a result of his death or his 
disability.

5.03	VESTING SCHEDULE. Except as provided in Sections 5.01 and 5.02, 
for each Year of Service, a Participant's Nonforfeitable percentage of 
his Accrued Benefit derived from Employer contributions equals the 
percentage in the vesting schedule completed by the Employer in its 
Adoption Agreement. 

(A)	Election of Special Vesting Formula. If the Trustee makes a 
distribution (other than a cash-out distribution described in Section 
5.04) to a partially-vested Participant, and the Participant has not 
incurred a Forfeiture Break in Service at the relevant time, the 
Advisory Committee will establish a separate Account for the 
Participant's Accrued Benefit. At any relevant time following the 
distribution, the Advisory Committee will determine the Participant's 
Nonforfeitable Accrued Benefit  derived  from  Employer  contributions  
in  accordance  with  the  following  formula:  P(AB + (R x D)) - (R x 
D).

To apply this formula, "P" is the Participant's current vesting 
percentage at the relevant time, "AB" is the Participant's Employer-
derived Accrued Benefit at the relevant time, "R" is the ratio of "AB" 
to the Participant's Employer-derived Accrued Benefit immediately 
following the earlier distribution and "D" is the amount of the earlier 
distribution. If, under a restated Plan, the Plan has made distribution 
to a partially-vested Participant prior to its restated Effective Date 
and is unable to apply the cash-out provisions of Section 5.04 to that 
prior distribution, this special vesting formula also applies to that 
Participant's remaining Account. The Employer, in an addendum to its 
Adoption Agreement, numbered Section 5.03, may elect to modify this 
formula to read as follows: P(AB + D) - D.

5.04	CASH-OUT DISTRIBUTIONS TO PARTIALLY-VESTED PARTICIPANTS/ 
RESTORATION OF FORFEITED ACCRUED BENEFIT. If, pursuant to Article VI, a 
partially-vested Participant receives a cash-out distribution before he 
incurs a Forfeiture Break in Service (as defined in Section 5.08), the 
cash-out distribution will result in an immediate forfeiture of the 
nonvested portion of the Participant's Accrued Benefit derived from 
Employer contributions. See Section 5.09. A partially-vested Participant 
is a Participant whose Nonforfeitable Percentage determined under 
Section 5.03 is less than 100%. A cash-out distribution is a 
distribution of the entire present value of the Participant's 
Nonforfeitable Accrued Benefit.

(A) Restoration and Conditions upon Restoration. A partially-vested 
Participant who is re-employed by the Employer after receiving a cash-
out distribution of the Nonforfeitable percentage of his Accrued Benefit 
may repay the Trustee the amount of the cash-out distribution 
attributable to Employer contributions, unless the Participant no longer 
has a right to restoration by reason of the conditions of this Section 
5.04(A). If a partially-vested Participant makes the cash-out 
distribution repayment, the Advisory Committee, subject to the 
conditions of this Section 5.04(A), must restore his Accrued Benefit 
attributable to Employer contributions to the same dollar amount as the 
dollar amount of his Accrued Benefit on the Accounting Date, or other 
valuation date, immediately preceding the date of the cash-out 
distribution, unadjusted for any gains or losses occurring subsequent to 
that Accounting Date, or other valuation date. Restoration of the 
Participant's Accrued Benefit includes restoration of all Code 
411(d)(6) protected benefits with respect to that restored Accrued 
Benefit, in accordance with applicable Treasury regulations. The 
Advisory Committee will not restore a re-employed Participant's Accrued 
Benefit under this paragraph if: 
(1)	5 years have elapsed since the Participant's first re-employment 
date with the Employer following the cash-out distribution; or

(2)	The Participant incurred a Forfeiture Break in Service (as defined 
in Section 5.08). This condition also applies if the Participant makes 
repayment within the Plan Year in which he incurs the Forfeiture Break 
in Service and that Forfeiture Break in Service would result in a 
complete forfeiture of the amount the Advisory Committee otherwise would 
restore. 

(B) Time and Method of Restoration. If neither of the two conditions 
preventing restoration of the Participant's Accrued Benefit applies, the 
Advisory Committee will restore the Participant's Accrued Benefit as of 
the Plan Year Accounting Date coincident with or immediately following 
the repayment. To restore the Participant's Accrued Benefit, the 
Advisory Committee, to the extent necessary, will allocate to the 
Participant's Account: 

(1)	First, the amount, if any, of Participant forfeitures the Advisory 
Committee would otherwise allocate under Section 3.05; 

(2)	Second, the amount, if any, of the Trust Fund net income or gain 
for the Plan Year; and

(3)	Third, the Employer contribution for the Plan Year to the extent 
made under a discretionary formula. 

In an addendum to its Adoption Agreement numbered 5.04(B), the Employer 
may eliminate as a means of restoration any of the amounts described in 
clauses (1), (2) and (3) or may change the order of priority of these 
amounts. To the extent the amounts described in clauses (1), (2) and (3) 
are insufficient to enable the Advisory Committee to make the required 
restoration, the Employer must contribute, without regard to any 
requirement or condition of Section 3.01, the additional amount 
necessary to enable the Advisory Committee to make the required 
restoration. If, for a particular Plan Year, the Advisory Committee must 
restore the Accrued Benefit of more than one re-employed Participant, 
then the Advisory Committee will make the restoration allocations to 
each such Participant's Account in the same proportion that a 
Participant's restored amount for the Plan Year bears to the restored 
amount for the Plan Year of all re-employed Participants. The Advisory 
Committee will not take into account any allocation under this Section 
5.04 in applying the limitation on allocations under Part 2 of Article 
III. 

(C) 0% Vested Participant. The Employer must specify in its Adoption 
Agreement whether the deemed cash-out rule applies to a 0% vested 
Participant. A 0% vested Participant is a Participant whose Accrued 
Benefit derived from Employer contributions is entirely forfeitable at 
the time of his Separation from Service. If the Participant's Account is 
not entitled to an allocation of Employer contributions for the Plan 
Year in which he has a Separation from Service, the Advisory Committee 
will apply the deemed cash-out rule as if the 0% vested Participant 
received a cash-out distribution on the date of the Participant's 
Separation from Service. If the Participant's Account is entitled to an 
allocation of Employer contributions or Participant forfeitures for the 
Plan Year in which he has a Separation from Service, the Advisory 
Committee will apply the deemed cash-out rule as if the 0% vested 
Participant received a cash-out distribution on the first day of the 
first Plan Year beginning after his Separation from Service. For 
purposes of applying the restoration provisions of this Section 5.04, 
the Advisory Committee will treat the 0% vested Participant as repaying 
his cash-out "distribution" on the first date of his re-employment with 
the Employer. If the deemed cash-out rule does not apply to the 
Employer's Plan, a 0% vested Participant will not incur a forfeiture 
until he incurs a Forfeiture Break in Service.

5.05	SEGREGATED ACCOUNT FOR REPAID AMOUNT. Until the Advisory Committee 
restores the Participant's Accrued Benefit, as described in Section 
5.04, the Trustee will invest the cash-out amount the Participant has 
repaid in a segregated Account maintained solely for that Participant. 
The Trustee must invest the amount in the Participant's segregated 
Account in Federally insured interest bearing savings account(s) or time 
deposit(s) (or a combination of both), or in other fixed income 
investments. Until commingled with the balance of the Trust Fund on the 
date the Advisory Committee restores the Participant's Accrued Benefit, 
the Participant's segregated Account remains a part of the Trust, but it 
alone shares in any income it earns and it alone bears any expense or 
loss it incurs. Unless the repayment qualifies as a rollover 
contribution, the Advisory Committee will direct the Trustee to repay to 
the Participant as soon as is administratively practicable the full 
amount of the Participant's segregated Account if the Advisory Committee 
determines either of the conditions of Section 5.04(A) prevents 
restoration as of the applicable Accounting Date, notwithstanding the 
Participant's repayment. 

5.06	YEAR OF SERVICE - VESTING. For purposes of vesting under Section 
5.03, Year of Service means any 12-consecutive month period designated 
in the Employer's Adoption Agreement during which an Employee completes 
not less than the number of Hours of Service (not exceeding 1,000) 
specified in the Employer's Adoption Agreement. A Year of Service 
includes any Year of Service earned prior to the Effective Date of the 
Plan, except as provided in Section 5.08.

5.07	BREAK IN SERVICE - VESTING. For purposes of this Article V, a 
Participant incurs a "Break in Service" if during any vesting 
computation period he does not complete more than 500 Hours of Service. 
If, pursuant to Section 5.06, the Plan does not require more than 500 
Hours of Service to receive credit for a Year of Service, a Participant 
incurs a Break in Service in a vesting computation period in which he 
fails to complete a Year of Service.

5.08	INCLUDED YEARS OF SERVICE - VESTING. For purposes of determining 
"Years of Service" under Section 5.06, the Plan takes into account all 
Years of Service an Employee completes with the Employer except: 

(a)	For the sole purpose of determining a Participant's Nonforfeitable 
percentage of his Accrued Benefit derived from Employer contributions 
which accrued for his benefit prior to a Forfeiture Break in Service, 
the Plan disregards any Year of Service after the Participant first 
incurs a Forfeiture Break in Service. The Participant incurs a 
Forfeiture Break in Service when he incurs 5 consecutive Breaks in 
Service. 

(b)	The Plan disregards any Year of Service excluded under the 
Employer's Adoption Agreement. 

The Plan does not apply the Break in Service rule under Code 
411(a)(6)(B). Therefore, an Employee need not complete a Year of 
Service after a Break in Service before the Plan takes into account the 
Employee's otherwise includible Years of Service under this Article V.

5.09	FORFEITURE OCCURS. A Participant's forfeiture, if any, of his 
Accrued Benefit derived from Employer contributions occurs under the 
Plan on the earlier of: 

(a)	The last day of the vesting computation period in which the 
Participant first incurs a Forfeiture Break in Service; or

(b)	The date the Participant receives a cash-out distribution. 

The Advisory Committee determines the percentage of a Participant's 
Accrued Benefit forfeiture, if any, under this Section 5.09 solely by 
reference to the vesting schedule of Section 5.03. A Participant does 
not forfeit any portion of his Accrued Benefit for any other reason or 
cause except as expressly provided by this Section 5.09 or as provided 
under Section 9.14. 

AGREE/art.5

	ARTICLE VI 
	TIME AND METHOD OF PAYMENT OF BENEFITS 

6.01	TIME OF PAYMENT OF ACCRUED BENEFIT. Unless, pursuant to Section 
6.03, the Participant or the Beneficiary elects in writing to a 
different time or method of payment, the Advisory Committee will direct 
the Trustee to commence distribution of a Participant's Nonforfeitable 
Accrued Benefit in accordance with this Section 6.01. A Participant must 
consent, in writing, to any distribution required under this Section 
6.01 if the present value of the Participant's Nonforfeitable Accrued 
Benefit, at the time of the distribution to the Participant, exceeds 
$3,500 and the Participant has not attained the later of Normal 
Retirement Age or age 62. Furthermore, the Participant's spouse also 
must consent, in writing, to any distribution, for which Section 6.04 
requires the spouse's consent. For all purposes of this Article VI, the 
term "annuity starting date" means the first day of the first period for 
which the Plan pays an amount as an annuity or in any other form. A 
distribution date under this Article VI, unless otherwise specified 
within the Plan, is the date or dates the Employer specifies in the 
Adoption Agreement, or as soon as administratively practicable following 
that distribution date. For purposes of the consent requirements under 
this Article VI, if the present value of the Participant's 
Nonforfeitable Accrued Benefit, at the time of any distribution, exceeds 
$3,500, the Advisory Committee must treat that present value as 
exceeding $3,500 for purposes of all subsequent Plan distributions to 
the Participant.

(A) Separation from Service For a Reason Other Than Death. 

(1)	Participant's Nonforfeitable Accrued Benefit Not Exceeding $3,500.  
If the Participant's Separation from Service is for any reason other 
than death, the Advisory Committee will direct the Trustee to distribute 
the Participant's Nonforfeitable Accrued Benefit in a lump sum, on the 
distribution date the Employer specifies in the Adoption Agreement, but 
in no event later than the 60th day following the close of the Plan Year 
in which the Participant attains Normal Retirement Age. If the 
Participant has attained Normal Retirement Age at the time of his 
Separation from Service, the distribution under this paragraph will 
occur no later than the 60th day following the close of the Plan Year in 
which the Participant's Separation from Service occurs.

(2)	Participant's Nonforfeitable Accrued Benefit Exceeds $3,500. If 
the Participant's Separation from Service is for any reason other than 
death, the Advisory Committee will direct the Trustee to commence 
distribution of the Participant's Nonforfeitable Accrued Benefit in a 
form and at the time elected by the Participant, pursuant to Section 
6.03. In the absence of an election by the Participant, the Advisory 
Committee will direct the Trustee to distribute the Participant's 
Nonforfeitable Accrued Benefit in a lump sum (or, if applicable, the 
normal annuity form of distribution required under Section 6.04), on the 
60th day following the close of the Plan Year in which the latest of the 
following events occurs: (a) the Participant attains Normal Retirement 
Age; (b) the Participant attains age 62; or (c) the Participant's 
Separation from Service.

(3)	Disability. If the Participant's Separation from Service is 
because of his disability, the Advisory Committee will direct the 
Trustee to pay the Participant's Nonforfeitable Accrued Benefit in lump 
sum, on the distribution date the Employer specifies in the Adoption 
Agreement, subject to the notice and consent requirements of this 
Article VI and subject to the applicable mandatory commencement dates 
described in Paragraphs (1) and (2). 

(4)	Hardship. Prior to the time at which the Participant may receive 
distribution under Paragraphs (1), (2) or (3), the Participant may 
request a distribution from his Nonforfeitable Accrued Benefit in an 
amount necessary to satisfy a hardship, if the Employer elects in the 
Adoption Agreement to permit hardship distributions. Unless the Employer 
elects otherwise in the Adoption Agreement, a hardship distribution must 
be on account of any of the following: (a) medical expenses; (b) the 
purchase (excluding mortgage payments) of the Participant's principal 
residence; (c) post-secondary education tuition, for the next semester 
or quarter, for the Participant or for the Participant's spouse, 
children or dependents; (d) to prevent the eviction of the Participant 
from his principal residence or the foreclosure on the mortgage of the 
Participant's principal residence; (e) funeral expenses of the 
Participant's family member; or (f) the Participant's disability. A 
partially-vested Participant may not receive a hardship distribution 
described in this Paragraph (A)(4) prior to incurring a Forfeiture Break 
in Service, unless the hardship distribution is a cash-out distribution 
(as defined in Article V). The Advisory Committee will direct the 
Trustee to make the hardship distribution as soon as administratively 
practicable after the Participant makes a valid request for the hardship 
distribution.

(B) Required Beginning Date. If any distribution commencement date 
described under Paragraph (A) of this Section 6.01, either by Plan 
provision or by Participant election (or nonelection), is later than the 
Participant's Required Beginning Date, the Advisory Committee instead 
must direct the Trustee to make distribution on the Participant's 
Required Beginning Date, subject to the transitional election, if 
applicable, under Section 6.03(D). A Participant's Required Beginning 
Date is the April 1 following the close of the calendar year in which 
the Participant attains age 701/2. However, if the Participant, prior to 
incurring a Separation from Service, attained age 701/2 by January 1, 
1988, and, for the five Plan Year period ending in the calendar year in 
which he attained age 701/2 and for all subsequent years, the 
Participant was not a more than 5% owner, the Required Beginning Date is 
the April 1 following the close of the calendar year in which the 
Participant separates from Service or, if earlier, the April 1 following 
the close of the calendar year in which the Participant becomes a more 
than 5% owner. Furthermore, if a Participant who was not a more than 5% 
owner attained age 701/2 during 1988 and did not incur a Separation from 
Service prior to January 1, 1989, his Required Beginning Date is April 
1, 1990. A mandatory distribution at the Participant's Required 
Beginning Date will be in lump sum (or, if applicable, the normal 
annuity form of distribution required under Section 6.04) unless the 
Participant, pursuant to the provisions of this Article VI, makes a 
valid election to receive an alternative form of payment.

(C) Death of the Participant. The Advisory Committee will direct the 
Trustee, in accordance with this Section 6.01(C), to distribute to the 
Participant's Beneficiary the Participant's Nonforfeitable Accrued 
Benefit remaining in the Trust at the time of the Participant's death. 
Subject to the requirements of Section 6.04, the Advisory Committee will 
determine the death benefit by reducing the Participant's Nonforfeitable 
Accrued Benefit by any security interest the Plan has against that 
Nonforfeitable Accrued Benefit by reason of an outstanding Participant 
loan.  

(1)	Deceased Participant's Nonforfeitable Accrued Benefit Does Not 
Exceed $3,500. The Advisory Committee, subject to the requirements of 
Section 6.04, must direct the Trustee to distribute the deceased 
Participant's Nonforfeitable Accrued Benefit in a single sum, as soon as 
administratively practicable following the Participant's death or, if 
later, the date on which the Advisory Committee receives notification of 
or otherwise confirms the Participant's death. 

(2)	Deceased Participant's Nonforfeitable Accrued Benefit Exceeds 
$3,500. The Advisory Committee will direct the Trustee to distribute the 
deceased Participant's Nonforfeitable Accrued Benefit at the time and in 
the form elected by the Participant or, if applicable by the 
Beneficiary, as permitted under this Article VI. In the absence of an 
election, subject to the requirements of Section 6.04, the Advisory 
Committee will direct the Trustee to distribute the Participant's 
undistributed Nonforfeitable Accrued Benefit in a lump sum on the first 
distribution date following the close of the Plan Year in which the 
Participant's death occurs or, if later, the first distribution date 
following the date the Advisory Committee receives notification of or 
otherwise confirms the Participant's death.

If the death benefit is payable in full to the Participant's surviving 
spouse, the surviving spouse, in addition to the distribution options 
provided in this Section 6.01(C), may elect distribution at any time or 
in any form (other than a joint and survivor annuity) this Article VI 
would permit for a Participant.

6.02	METHOD OF PAYMENT OF ACCRUED BENEFIT. Subject to the annuity 
distribution requirements, if any, prescribed by Section 6.04, and any 
restrictions prescribed by Section 6.03, a Participant or Beneficiary 
may elect distribution under one, or any combination, of the following 
methods: (a) by payment in a lump sum; or (b) by payment in monthly, 
quarterly or annual installments over a fixed reasonable period of time, 
not exceeding the life expectancy of the Participant, or the joint life 
and last survivor expectancy of the Participant and his Beneficiary. The 
Employer may elect in its Adoption Agreement to modify the methods of 
payment available under this Section 6.02.
The distribution options permitted under this Section 6.02 are available 
only if the present value of the Participant Nonforfeitable Accrued 
Benefit, at the time of the distribution to the Participant, exceeds 
$3,500. To facilitate installment payments under this Article VI, the 
Advisory Committee may direct the Trustee to segregate all or any part 
of the Participant's Accrued Benefit in a separate Account. The Trustee 
will invest the Participant's segregated Account in Federally insured 
interest bearing savings account(s) or time deposit(s) (or a combination 
of both), or in other fixed income investments. A segregated Account 
remains a part of the Trust, but it alone shares in any income it earns, 
and it alone bears any expense or loss it incurs. A Participant or 
Beneficiary may elect to receive an installment distribution in the form 
of a Nontransferable Annuity Contract. Under an installment 
distribution, the Participant or Beneficiary, at any time, may elect to 
accelerate the payment of all, or any portion, of the Participant's 
unpaid Nonforfeitable Accrued Benefit, subject to the requirements of 
Section 6.04.

(A) Minimum Distribution Requirements for Participants. The Advisory 
Committee may not direct the Trustee to distribute the Participant's 
Nonforfeitable Accrued Benefit, nor may the Participant elect to have 
the Trustee distribute his Nonforfeitable Accrued Benefit, under a 
method of payment which, as of the Required Beginning Date, does not 
satisfy the minimum distribution requirements under Code 401(a)(9) and 
the applicable Treasury regulations. The minimum distribution for a 
calendar year equals the Participant's Nonforfeitable Accrued Benefit as 
of the latest valuation date preceding the beginning of the calendar 
year divided by the Participant's life expectancy or, if applicable, the 
joint and last survivor expectancy of the Participant and his designated 
Beneficiary (as determined under Article VIII, subject to the 
requirements of the Code 401(a)(9) regulations). The Advisory Committee 
will increase the Participant's Nonforfeitable Accrued Benefit, as 
determined on the relevant valuation date, for contributions or 
forfeitures allocated after the valuation date and by December 31 of the 
valuation calendar year, and will decrease the valuation by 
distributions made after the valuation date and by December 31 of the 
valuation calendar year. For purposes of this valuation, the Advisory 
Committee will treat any portion of the minimum distribution for the 
first distribution calendar year made after the close of that year as a 
distribution occurring in that first distribution calendar year. In 
computing a minimum distribution, the Advisory Committee must use the 
unisex life expectancy multiples under Treas. Reg. 1.72-9. The Advisory 
Committee, only upon the Participant's written request, will compute the 
minimum distribution for a calendar year subsequent to the first 
calendar year for which the Plan requires a minimum distribution by 
redetermining the applicable life expectancy. However, the Advisory 
Committee may not redetermine the joint life and last survivor 
expectancy of the Participant and a nonspouse designated Beneficiary in 
a manner which takes into account any adjustment to a life expectancy 
other than the Participant's life expectancy. 

If the Participant's spouse is not his designated Beneficiary, a method 
of payment to the Participant (whether by Participant election or by 
Advisory Committee direction) may not provide more than incidental 
benefits to the Beneficiary. For Plan Years beginning after December 31, 
1988, the Plan must satisfy the minimum distribution incidental benefit 
("MDIB") requirement in the Treasury regulations issued under Code 
401(a)(9) for distributions made on or after the Participant's Required 
Beginning Date and before the Participant's death. To satisfy the MDIB 
requirement, the Advisory Committee will compute the minimum 
distribution required by this Section 6.02(A) by substituting the 
applicable MDIB divisor for the applicable life expectancy factor, if 
the MDIB divisor is a lesser number. Following the Participant's death, 
the Advisory Committee will compute the minimum distribution required by 
this Section 6.02(A) solely on the basis of the applicable life 
expectancy factor and will disregard the MDIB factor. For Plan Years 
beginning prior to January 1, 1989, the Plan satisfies the incidental 
benefits requirement if the distributions to the Participant satisfied 
the MDIB requirement or if the present value of the retirement benefits 
payable solely to the Participant is greater than 50% of the present 
value of the total benefits payable to the Participant and his 
Beneficiaries. The Advisory Committee must determine whether benefits to 
the Beneficiary are incidental as of the date the Trustee is to commence 
payment of the retirement benefits to the Participant, or as of any date 
the Trustee redetermines the payment period to the Participant. 

The minimum distribution for the first distribution calendar year is due 
by the Participant's Required Beginning Date. The minimum distribution 
for each subsequent distribution calendar year, including the calendar 
year in which the Participant's Required Beginning Date occurs, is due 
by December 31 of that year. If the Participant receives distribution in 
the form of a Nontransferable Annuity Contract, the distribution 
satisfies this Section 6.02(A) if the contract complies with the 
requirements of Code 401(a)(9) and the applicable Treasury regulations.

(B) Minimum Distribution Requirements for Beneficiaries. The method of 
distribution to the Participant's Beneficiary must satisfy Code 
401(a)(9) and the applicable Treasury regulations. If the Participant's 
death occurs after his Required Beginning Date or, if earlier, the date 
the Participant commences an irrevocable annuity pursuant to Section 
6.04, the method of payment to the Beneficiary must provide for 
completion of payment over a period which does not exceed the payment 
period which had commenced for the Participant. If the Participant's 
death occurs prior to his Required Beginning Date, and the Participant 
had not commenced an irrevocable annuity pursuant to Section 6.04, the 
method of payment to the Beneficiary, subject to Section 6.04, must 
provide for completion of payment to the Beneficiary over a period not 
exceeding: (i) 5 years after the date of the Participant's death; or 
(ii) if the Beneficiary is a designated Beneficiary, the designated 
Beneficiary's life expectancy. The Advisory Committee may not direct 
payment of the Participant's Nonforfeitable Accrued Benefit over a 
period described in clause (ii) unless the Trustee will commence payment 
to the designated Beneficiary no later than the December 31 following 
the close of the calendar year in which the Participant's death occurred 
or, if later, and the designated Beneficiary is the Participant's 
surviving spouse, December 31 of the calendar year in which the 
Participant would have attained age 701/2. If the Trustee will make 
distribution in accordance with clause (ii), the minimum distribution 
for a calendar year equals the Participant's Nonforfeitable Accrued 
Benefit as of the latest valuation date preceding the beginning of the 
calendar year divided by the designated Beneficiary's life expectancy. 
The Advisory Committee must use the unisex life expectancy multiples 
under Treas. Reg. 1.72-9 for purposes of applying this paragraph. The 
Advisory Committee, only upon the written request of the Participant or 
of the Participant's surviving spouse, will recalculate the life 
expectancy of the Participant's surviving spouse not more frequently 
than annually, but may not recalculate the life expectancy of a 
nonspouse designated Beneficiary after the Trustee commences payment to 
the designated Beneficiary. The Advisory Committee will apply this 
paragraph by treating any amount paid to the Participant's child, which 
becomes payable to the Participant's surviving spouse upon the child's 
attaining the age of majority, as paid to the Participant's surviving 
spouse. Upon the Beneficiary's written request, the Advisory Committee 
must direct the Trustee to accelerate payment of all, or any portion, of 
the Participant's unpaid Accrued Benefit, as soon as administratively 
practicable following the effective date of that request. 

6.03	BENEFIT PAYMENT ELECTIONS.  Not earlier than 90 days, but not 
later than 30 days, before the Participant's annuity starting date, the 
Advisory Committee must provide a benefit notice to a Participant who is 
eligible to make an election under this Section 6.03. The benefit notice 
must explain the optional forms of benefit in the Plan, including the 
material features and relative values of those options, and the 
Participant's right to defer distribution until he attains the later of 
Normal Retirement Age or age 62.

If a Participant or Beneficiary makes an election prescribed by this 
Section 6.03, the Advisory Committee will direct the Trustee to 
distribute the Participant's Nonforfeitable Accrued Benefit in 
accordance with that election. Any election under this Section 6.03 is 
subject to the requirements of Section 6.02 and of Section 6.04. The 
Participant or Beneficiary must make an election under this Section 6.03 
by filing his election with the Advisory Committee at any time before 
the Trustee otherwise would commence to pay a Participant's Accrued 
Benefit in accordance with the requirements of Article VI.

(A) Participant Elections After Separation from Service. If the present 
value of a Participant's Nonforfeitable Accrued Benefit exceeds $3,500, 
he may elect to have the Trustee commence distribution as of any 
distribution date permitted under the Employer's Adoption Agreement 
Section 6.03. The Participant may reconsider an election at any time 
prior to the annuity starting date and elect to commence distribution as 
of any other distribution date permitted under the Employer's Adoption 
Agreement Section 6.03. If the Participant is partially-vested in his 
Accrued Benefit, an election under this Paragraph (A) to distribute 
prior to the Participant's incurring a Forfeiture Break in Service (as 
defined in Section 5.08), must be in the form of a cash-out distribution 
(as defined in Article V). A Participant may not receive a cash-out 
distribution if, prior to the time the Trustee actually makes the cash-
out distribution, the Participant returns to employment with the 
Employer. Following his attainment of Normal Retirement Age, a 
Participant who has separated from Service may elect distribution as of 
any distribution date, irrespective of the elections under Adoption 
Agreement Section 6.03.

(B) Participant Elections Prior to Separation from Service. The Employer 
must specify in its Adoption Agreement the distribution election rights, 
if any, a Participant has prior to his Separation from Service. A 
Participant must make an election under this Section 6.03(B) on a form 
prescribed by the Advisory Committee at any time during the Plan Year 
for which his election is to be effective. In his written election, the 
Participant must specify the percentage or dollar amount he wishes the 
Trustee to distribute to him. The Participant's election relates solely 
to the percentage or dollar amount specified in his election form and 
his right to elect to receive an amount, if any, for a particular Plan 
Year greater than the dollar amount or percentage specified in his 
election form terminates on the Accounting Date. The Trustee must make a 
distribution to a Participant in accordance with his election under this 
Section 6.03(B) within the 90 day period (or as soon as administratively 
practicable) after the Participant files his written election with the 
Trustee. The Trustee will distribute the balance of the Participant's 
Accrued Benefit not distributed pursuant to his election(s) in 
accordance with the other distribution provisions of this Plan. 

(C) Death Benefit Elections. If the present value of the deceased 
Participant's Nonforfeitable Accrued Benefit exceeds $3,500, the 
Participant's Beneficiary may elect to have the Trustee distribute the 
Participant's Nonforfeitable Accrued Benefit in a form and within a 
period permitted under Section 6.02. The Beneficiary's election is 
subject to any restrictions designated in writing by the Participant and 
not revoked as of his date of death.

(D) Transitional Elections. Notwithstanding the provisions of Sections 
6.01 and 6.02, if the Participant (or Beneficiary) signed a written 
distribution designation prior to January 1, 1984, the Advisory 
Committee must distribute the Participant's Nonforfeitable Accrued 
Benefit in accordance with that designation, subject however, to the 
survivor requirements, if applicable, of Sections 6.04, 6.05 and 6.06. 
This Section 6.03(D) does not apply to a pre-1984 distribution 
designation, and the Advisory Committee will not comply with that 
designation, if any of the following applies: (1) the method of 
distribution would have disqualified the Plan under Code 401(a)(9) as 
in effect on December 31, 1983; (2) the Participant did not have an 
Accrued Benefit as of December 31, 1983; (3) the distribution 
designation does not specify the timing and form of the distribution and 
the death Beneficiaries (in order of priority); (4) the substitution of 
a Beneficiary modifies the payment period of the distribution; or, (5) 
the Participant (or Beneficiary) modifies or revokes the distribution 
designation. In the event of a revocation, the Plan must distribute, no 
later than December 31 of the calendar year following the year of 
revocation, the amount which the Participant would have received under 
Section 6.02(A) if the distribution designation had not been in effect 
or, if the Beneficiary revokes the distribution designation, the amount 
which the Beneficiary would have received under Section 6.02(B) if the 
distribution designation had not been in effect. The Advisory Committee 
will apply this Section 6.03(D) to rollovers and transfers in accordance 
with Part J of the Code 401(a)(9) Treasury regulations.

6.04	ANNUITY  DISTRIBUTIONS  TO  PARTICIPANTS  AND  SURVIVING  SPOUSES.

(A) Joint and Survivor Annuity. The  Advisory  Committee  must direct 
the Trustee to distribute a married or unmarried Participant's 
Nonforfeitable Accrued Benefit in the form of a qualified joint and 
survivor annuity, unless the Participant makes a valid waiver election 
(described in Section 6.05) within the 90 day period ending on the 
annuity starting date. If, as of the annuity starting date, the 
Participant is married, a qualified joint and survivor annuity is an 
immediate annuity which is purchasable with the Participant's 
Nonforfeitable Accrued Benefit and which provides a life annuity for the 
Participant and a survivor annuity payable for the remaining life of the 
Participant's surviving spouse equal to 50% of the amount of the annuity 
payable during the life of the Participant. If, as of the annuity 
starting date, the Participant is not married, a qualified joint and 
survivor annuity is an immediate life annuity for the Participant which 
is purchasable with the Participant's Nonforfeitable Accrued Benefit. On 
or before the annuity starting date, the Advisory Committee, without 
Participant or spousal consent, must direct the Trustee to pay the 
Participant's Nonforfeitable Accrued Benefit in a lump sum, in lieu of a 
qualified joint and survivor annuity, in accordance with Section 6.01, 
if the Participant's Nonforfeitable Accrued Benefit is not greater than 
$3,500. This Section 6.04(A) applies only to a Participant who has 
completed at least one Hour of Service with the Employer after August 
22, 1984.

(B) Preretirement Survivor Annuity. If a married Participant dies prior 
to his annuity starting date, the Advisory Committee will direct the 
Trustee to distribute a portion of the Participant's Nonforfeitable 
Accrued Benefit to the Participant's surviving spouse in the form of a 
preretirement survivor annuity, unless the Participant has a valid 
waiver election (as described in Section 6.06) in effect, or unless the 
Participant and his spouse were not married throughout the one year 
period ending on the date of his death. A preretirement survivor annuity 
is an annuity which is purchasable with 50% of the Participant's 
Nonforfeitable Accrued Benefit (determined as of the date of the 
Participant's death) and which is payable for the life of the 
Participant's surviving spouse. The value of the preretirement survivor 
annuity is attributable to Employer contributions and to Employee 
contributions in the same proportion as the Participant's Nonforfeitable 
Accrued Benefit is attributable to those contributions. The portion of 
the Participant's Nonforfeitable Accrued Benefit not payable under this 
paragraph is payable to the Participant's Beneficiary, in accordance 
with the other provisions of this Article VI. If the present value of 
the preretirement survivor annuity does not exceed $3,500, the Advisory 
Committee, on or before the annuity starting date, must direct the 
Trustee to make a lump sum distribution to the Participant's surviving 
spouse, in lieu of a preretirement survivor annuity. This Section 
6.04(B) applies only to a Participant who dies after August 22, 1984, 
and either (i) completes at least one Hour of Service with the Employer 
after August 22, 1984, or (ii) separated from Service with at least 10 
Years of Service (as defined in Section 5.06) and completed at least one 
Hour of Service with the Employer in a Plan Year beginning after 
December 31, 1975. 

(C) Surviving Spouse Elections. If the present value of the 
preretirement survivor annuity exceeds $3,500, the Participant's 
surviving spouse may elect to have the Trustee commence payment of the 
preretirement survivor annuity at any time following the date of the 
Participant's death, but not later than the mandatory distribution 
periods described in Section 6.02, and may elect any of the forms of 
payment described in Section 6.02, in lieu of the preretirement survivor 
annuity. In the absence of an election by the surviving spouse, the 
Advisory Committee must direct the Trustee to distribute the 
preretirement survivor annuity on the first distribution date following 
the close of the Plan Year in which the latest of the following events 
occurs: (i) the Participant's death; (ii) the date the Advisory 
Committee receives notification of or otherwise confirms the 
Participant's death; (iii) the date the Participant would have attained 
Normal Retirement Age; or (iv) the date the Participant would have 
attained age 62.

(D) Special Rules. If the Participant has in effect a valid waiver 
election regarding the qualified joint and survivor annuity or the 
preretirement survivor annuity, the Advisory Committee must direct the 
Trustee to distribute the Participant's Nonforfeitable Accrued Benefit 
in accordance with Sections 6.01, 6.02 and 6.03. The Advisory Committee 
will reduce the Participant's Nonforfeitable Accrued Benefit by any 
security interest (pursuant to any offset rights authorized by Section 
10.03[E]) held by the Plan by reason of a Participant loan to determine 
the value of the Participant's Nonforfeitable Accrued Benefit 
distributable in the form of a qualified joint and survivor annuity or 
preretirement survivor annuity, provided any post-August 18, 1985, loan 
satisfied the spousal consent requirement described in Section 10.03[E] 
of the Plan. For purposes of applying this Article VI, the Advisory 
Committee treats a former spouse as the Participant's spouse or 
surviving spouse to the extent provided under a qualified domestic 
relations order described in Section 6.07. The provisions of this 
Section 6.04, and of Sections 6.05 and 6.06, apply separately to the 
portion of the Participant's Nonforfeitable Accrued Benefit subject to 
the qualified domestic relations order and to the portion of the 
Participant's Nonforfeitable Accrued Benefit not subject to that order.

(E) Profit Sharing Plan Election. If this Plan is a profit sharing plan, 
the Employer must elect the extent to which the preceding provisions of 
Section 6.04 apply. If the Employer elects to apply this Section 6.04 
only to a Participant described in this Section 6.04(E), the preceding 
provisions of this Section 6.04 apply only to the following 
Participants: (1) a Participant as respects whom the Plan is a direct or 
indirect transferee from a plan subject to the Code 417 requirements 
and the Plan received the transfer after December 31, 1984, unless the 
transfer is an elective transfer described in Section 13.06; (2) a 
Participant who elects a life annuity distribution (if Section 6.02 or 
Section 13.02 of the Plan requires the Plan to provide a life annuity 
distribution option); and (3) a Participant whose benefits under a 
defined benefit plan maintained by the Employer are offset by benefits 
provided under this Plan. If the Employer elects to apply this Section 
6.04 to all Participants, the preceding provisions of this Section 6.04 
apply to all Participants described in the first two paragraphs of this 
Section 6.04, without regard to the limitations of this Section 6.04(E). 
Sections 6.05 and 6.06 only apply to Participants to whom the preceding 
provisions of this Section 6.04 apply. 

6.05	WAIVER ELECTION - QUALIFIED JOINT AND SURVIVOR ANNUITY.   Not 
earlier than 90 days, but not later than 30 days, before the 
Participant's annuity starting date, the Advisory Committee must provide 
the Participant a written explanation of the terms and conditions of the 
qualified joint and survivor annuity, the Participant's right to make, 
and the effect of, an election to waive the joint and survivor form of 
benefit, the rights of the Participant's spouse regarding the waiver 
election and the Participant's right to make, and the effect of, a 
revocation of a waiver election. The Plan does not limit the number of 
times the Participant may revoke a waiver of the qualified joint and 
survivor annuity or make a new waiver during the election period. 

A married Participant's waiver election is not valid unless (a) the 
Participant's spouse (to whom the survivor annuity is payable under the 
qualified joint and survivor annuity), after the Participant has 
received the written explanation described in this Section 6.05, has 
consented in writing to the waiver election, the spouse's consent 
acknowledges the effect of the election, and a notary public or the Plan 
Administrator (or his representative) witnesses the spouse's consent, 
(b) the spouse consents to the alternate form of payment designated by 
the Participant or to any change in that designated form of payment, and 
(c) unless the spouse is the Participant's sole primary Beneficiary, the 
spouse consents to the Participant's Beneficiary designation or to any 
change in the Participant's Beneficiary designation. The spouse's 
consent to a waiver of the qualified joint and survivor annuity is 
irrevocable, unless the Participant revokes the waiver election. The 
spouse may execute a blanket consent to any form of payment designation 
or to any Beneficiary designation made by the Participant, if the spouse 
acknowledges the right to limit that consent to a specific designation 
but, in writing, waives that right. The consent requirements of this 
Section 6.05 apply to a former spouse of the Participant, to the extent 
required under a qualified domestic relations order described in Section 
6.07.

The Advisory Committee will accept as valid a waiver election which does 
not satisfy the spousal consent requirements if the Advisory Committee 
establishes the Participant does not have a spouse, the Advisory 
Committee is not able to locate the Participant's spouse, the 
Participant is legally separated or has been abandoned (within the 
meaning of State law) and the Participant has a court order to that 
effect, or other circumstances exist under which the Secretary of the 
Treasury will excuse the consent requirement. If the Participant's 
spouse is legally incompetent to give consent, the spouse's legal 
guardian (even if the guardian is the Participant) may give consent. 

6.06	WAIVER  ELECTION  -  PRERETIREMENT  SURVIVOR  ANNUITY. The 
Advisory Committee must provide a written explanation of the 
preretirement survivor annuity to each married Participant, within the 
following period which ends last: (1) the period beginning on the first 
day of the Plan Year in which the Participant attains age 32 and ending 
on the last day of the Plan Year in which the Participant attains age 
34; (2) a reasonable period after an Employee becomes a Participant; (3) 
a reasonable period after the joint and survivor rules become applicable 
to the Participant; or (4) a reasonable period after a fully subsidized 
preretirement survivor annuity no longer satisfies the requirements for 
a fully subsidized benefit. A reasonable period described in clauses 
(2), (3) and (4) is the period beginning one year before and ending one 
year after the applicable event. If the Participant separates from 
Service before attaining age 35, clauses (1), (2), (3) and (4) do not 
apply and the Advisory Committee must provide the written explanation 
within the period beginning one year before and ending one year after 
the Separation from Service. The written explanation must describe, in a 
manner consistent with Treasury regulations, the terms and conditions of 
the preretirement survivor annuity comparable to the explanation of the 
qualified joint and survivor annuity required under Section 6.05. The 
Plan does not limit the number of times the Participant may revoke a 
waiver of the preretirement survivor annuity or make a new waiver during 
the election period. 

A Participant's waiver election of the preretirement survivor annuity is 
not valid unless (a) the Participant makes the waiver election no 
earlier than the first day of the Plan Year in which he attains age 35 
and (b) the Participant's spouse (to whom the preretirement survivor 
annuity is payable) satisfies the consent requirements described in 
Section 6.05, except the spouse need not consent to the form of benefit 
payable to the designated Beneficiary. The spouse's consent to the 
waiver of the preretirement survivor annuity is irrevocable, unless the 
Participant revokes the waiver election. Irrespective of the time of 
election requirement described in clause (a), if the Participant 
separates from Service prior to the first day of the Plan Year in which 
he attains age 35, the Advisory Committee will accept a waiver election 
as respects the Participant's Accrued Benefit attributable to his 
Service prior to his Separation from Service. Furthermore, if a 
Participant who has not separated from Service makes a valid waiver 
election, except for the timing requirement of clause (a), the Advisory 
Committee will accept that election as valid, but only until the first 
day of the Plan Year in which the Participant attains age 35. A waiver 
election described in this paragraph is not valid unless made after the 
Participant has received the written explanation described in this 
Section 6.06.

6.07	DISTRIBUTIONS UNDER DOMESTIC RELATIONS ORDERS. Nothing contained 
in this Plan prevents the Trustee, in accordance with the direction of 
the Advisory Committee, from complying with the provisions of a 
qualified domestic relations order (as defined in Code 414(p)). This 
Plan specifically permits distribution to an alternate payee under a 
qualified domestic relations order at any time, irrespective of whether 
the Participant has attained his earliest retirement age (as defined 
under Code 414(p)) under the Plan. A distribution to an alternate payee 
prior to the Participant's attainment of earliest retirement age is 
available only if: (1) the order specifies distribution at that time or 
permits an agreement between the Plan and the alternate payee to 
authorize an earlier distribution; and (2) if the present value of the 
alternate payee's benefits under the Plan exceeds $3,500, and the order 
requires, the alternate payee consents to any distribution occurring 
prior to the Participant's attainment of earliest retirement age. The 
Employer, in an addendum to its Adoption Agreement numbered 6.07, may 
elect to limit distribution to an alternate payee only when the 
Participant has attained his earliest retirement age under the Plan. 
Nothing in this Section 6.07 gives a Participant a right to receive 
distribution at a time otherwise not permitted under the Plan nor does 
it permit the alternate payee to receive a form of payment not otherwise 
permitted under the Plan.

The Advisory Committee must establish reasonable procedures to determine 
the qualified status of a domestic relations order. Upon receiving a 
domestic relations order, the Advisory Committee promptly will notify 
the Participant and any alternate payee named in the order, in writing, 
of the receipt of the order and the Plan's procedures for determining 
the qualified status of the order. Within a reasonable period of time 
after receiving the domestic relations order, the Advisory Committee 
must determine the qualified status of the order and must notify the 
Participant and each alternate payee, in writing, of its determination. 
The Advisory Committee must provide notice under this paragraph by 
mailing to the individual's address specified in the domestic relations 
order, or in a manner consistent with Department of Labor regulations. 

If any portion of the Participant's Nonforfeitable Accrued Benefit is 
payable during the period the Advisory Committee is making its 
determination of the qualified status of the domestic relations order, 
the Advisory Committee must make a separate accounting of the amounts 
payable. If the Advisory Committee determines the order is a qualified 
domestic relations order within 18 months of the date amounts first are 
payable following receipt of the order, the Advisory Committee will 
direct the Trustee to distribute the payable amounts in accordance with 
the order. If the Advisory Committee does not make its determination of 
the qualified status of the order within the 18-month determination 
period, the Advisory Committee will direct the Trustee to distribute the 
payable amounts in the manner the Plan would distribute if the order did 
not exist and will apply the order prospectively if the Advisory 
Committee later determines the order is a qualified domestic relations 
order. 

To the extent it is not inconsistent with the provisions of the 
qualified domestic relations order, the Advisory Committee may direct 
the Trustee to invest any partitioned amount in a segregated subaccount 
or separate account and to invest the account in Federally insured, 
interest-bearing savings account(s) or time deposit(s) (or a combination 
of both), or in other fixed income investments. A segregated subaccount 
remains a part of the Trust, but it alone shares in any income it earns, 
and it alone bears any expense or loss it incurs. The Trustee will make 
any payments or distributions required under this Section 6.07 by 
separate benefit checks or other separate distribution to the alternate 
payee(s). 

AGREE/art.6

	ARTICLE VII 
	EMPLOYER ADMINISTRATIVE PROVISIONS 


7.01	INFORMATION  TO  COMMITTEE.  The Employer must supply current 
information to the Advisory Committee as to the name, date of birth, 
date of employment, annual compensation, leaves of absence, Years of 
Service and date of termination of employment of each Employee who is, 
or who will be eligible to become, a Participant under the Plan, 
together with any other information which the Advisory Committee 
considers necessary. The Employer's records as to the current 
information the Employer furnishes to the Advisory Committee are 
conclusive as to all persons. 

7.02	NO LIABILITY. The Employer assumes no obligation or responsibility 
to any of its Employees, Participants or Beneficiaries for any act of, 
or failure to act, on the part of its Advisory Committee (unless the 
Employer is the Advisory Committee), the Trustee, the Custodian, if any, 
or the Plan Administrator (unless the Employer is the Plan 
Administrator). 

7.03	INDEMNITY OF CERTAIN FIDUCIARIES. The Employer indemnifies and 
saves harmless the Plan Administrator and the members of the Advisory 
Committee, and each of them, from and against any and all loss resulting 
from liability to which the Plan Administrator and the Advisory 
Committee, or the members of the Advisory Committee, may be subjected by 
reason of any act or conduct (except willful misconduct or gross 
negligence) in their official capacities in the administration of this 
Trust or Plan or both, including all expenses reasonably incurred in 
their defense, in case the Employer fails to provide such defense. The 
indemnification provisions of this Section 7.03 do not relieve the Plan 
Administrator or any Advisory Committee member from any liability he may 
have under ERISA for breach of a fiduciary duty. Furthermore, the Plan 
Administrator and the Advisory Committee members and the Employer may 
execute a letter agreement further delineating the indemnification 
agreement of this Section 7.03, provided the letter agreement must be 
consistent with and does not violate ERISA. The indemnification 
provisions of this Section 7.03 extend to the Trustee (or to a 
Custodian, if any) solely to the extent provided by a letter agreement 
executed by the Trustee (or Custodian) and the Employer. 

7.04	EMPLOYER DIRECTION OF INVESTMENT.  The Employer has the right to 
direct the Trustee with respect to the investment and re-investment of 
assets comprising the Trust Fund only if the Trustee consents in writing 
to permit such direction. If the Trustee consents to Employer direction 
of investment, the Trustee and the Employer must execute a letter 
agreement as a part of this Plan containing such conditions, limitations 
and other provisions they deem appropriate before the Trustee will 
follow any Employer direction as respects the investment or re-
investment of any part of the Trust Fund. 

7.05	AMENDMENT TO VESTING SCHEDULE. Though the Employer reserves the 
right to  amend the vesting schedule at any time, the Advisory Committee 
will not apply the amended vesting schedule to reduce the Nonforfeitable 
percentage of any Participant's Accrued Benefit derived from Employer 
contributions (determined as of the later of the date the Employer 
adopts the amendment, or the date the amendment becomes effective) to a 
percentage less than the Nonforfeitable percentage computed under the 
Plan without regard to the amendment. An amended vesting schedule will 
apply to a Participant only if the Participant receives credit for at 
least one Hour of Service after the new schedule becomes effective.

If the Employer makes a permissible amendment to the vesting schedule, 
each Participant having at least 3 Years of Service with the Employer 
may elect to have the percentage of his Nonforfeitable Accrued Benefit 
computed under the Plan without regard to the amendment. For Plan Years 
beginning prior to January 1, 1989, the election described in the 
preceding sentence applies only to Participants having at least 5 Years 
of Service with the Employer. The Participant must file his election 
with the Advisory Committee within 60 days of the latest of (a) the 
Employer's adoption of the amendment; (b) the effective date of the 
amendment; or (c) his receipt of a copy of the amendment. The Advisory 
Committee, as soon as practicable, must forward a true copy of any 
amendment to the vesting schedule to each affected Participant, together 
with an explanation of the effect of the amendment, the appropriate form 
upon which the Participant may make an election to remain under the 
vesting schedule provided under the Plan prior to the amendment and 
notice of the time within which the Participant must make an election to 
remain under the prior vesting schedule. The election described in this 
Section 7.05 does not apply to a Participant if the amended vesting 
schedule provides for vesting at least as rapid at all times as the 
vesting schedule in effect prior to the amendment. For purposes of this 
Section 7.05, an amendment to the vesting schedule includes any Plan 
amendment which directly or indirectly affects the computation of the 
Nonforfeitable percentage of an Employee's rights to his Employer 
derived Accrued Benefit. Furthermore, the Advisory Committee must treat 
any shift in the vesting schedule, due to a change in the Plan's top 
heavy status, as an amendment to the vesting schedule for purposes of 
this Section 7.05. 


AGREE/art.7

	ARTICLE VIII 
	PARTICIPANT ADMINISTRATIVE PROVISIONS 

8.01	BENEFICIARY DESIGNATION. Any Participant may from time to time 
designate, in writing, any person or persons, contingently or 
successively, to whom the Trustee will pay his Nonforfeitable Accrued 
Benefit (including any life insurance proceeds payable to the 
Participant's Account) in the event of his death and the Participant may 
designate the form and method of payment. The Advisory Committee will 
prescribe the form for the written designation of Beneficiary and, upon 
the Participant's filing the form with the Advisory Committee, the form 
effectively revokes all designations filed prior to that date by the 
same Participant. 

(A)	Coordination with survivor requirements. If the joint and survivor 
requirements of Article VI apply to the Participant, this Section 8.01 
does not impose any special spousal consent requirements on the 
Participant's Beneficiary designation. However, in the absence of 
spousal consent (as required by Article VI) to the Participant's 
Beneficiary designation: (1) any waiver of the joint and survivor 
annuity or of the preretirement survivor annuity is not valid; and (2) 
if the Participant dies prior to his annuity starting date, the 
Participant's Beneficiary designation will apply only to the portion of 
the death benefit which is not payable as a preretirement survivor 
annuity. Regarding clause (2), if the Participant's surviving spouse is 
a primary Beneficiary under the Participant's Beneficiary designation, 
the Trustee will satisfy the spouse's interest in the Participant's 
death benefit first from the portion which is payable as a preretirement 
survivor annuity.

(B)	Profit sharing plan exception. If the Plan is a profit sharing 
plan, the Beneficiary designation of a married Exempt Participant is not 
valid unless the Participant's spouse consents (in a manner described in 
Section 6.05) to the Beneficiary designation. An "Exempt Participant" is 
a Participant who is not subject to the joint and survivor requirements 
of Article VI. The spousal consent requirement in this paragraph does 
not apply if the Exempt Participant and his spouse are not married 
throughout the one year period ending on the date of the Participant's 
death, or if the Participant's spouse is the Participant's sole primary 
Beneficiary. 

8.02	NO BENEFICIARY DESIGNATION/DEATH OF BENEFICIARY. If a Participant 
fails to name a Beneficiary in accordance with Section 8.01, or if the 
Beneficiary named by a Participant predeceases him, then the Trustee 
will pay the Participant's Nonforfeitable Accrued Benefit in accordance 
with Section 6.02 in the following order of priority, unless the 
Employer specifies a different order of priority in an addendum to its 
Adoption Agreement, to: 

(a)	The Participant's surviving spouse; 

(b)	The Participant's surviving children, including adopted children, 
in equal shares; 

(c)	The Participant's surviving parents, in equal shares; or 

(d)	The Participant's estate. 

If the Beneficiary does not predecease the Participant, but dies prior 
to distribution of the Participant's entire Nonforfeitable Accrued 
Benefit, the Trustee will pay the remaining Nonforfeitable Accrued 
Benefit to the Beneficiary's estate unless the Participant's Beneficiary 
designation provides otherwise or unless the Employer provides otherwise 
in its Adoption Agreement. If the Plan is a profit sharing plan, and the 
Plan includes Exempt Participants, the Employer may not specify a 
different order of priority in the Adoption Agreement unless the 
Participant's surviving spouse will be first in the different order of 
priority. The Advisory Committee will direct the Trustee as to the 
method and to whom the Trustee will make payment under this Section 
8.02. 


8.03	PERSONAL DATA TO COMMITTEE.  Each Participant and each Beneficiary 
of a  deceased Participant must furnish to the Advisory Committee such 
evidence, data or information as the Advisory Committee considers 
necessary or desirable for the purpose of administering the Plan. The 
provisions of this Plan are effective for the benefit of each 
Participant upon the condition precedent that each Participant will 
furnish promptly full, true and complete evidence, data and information 
when requested by the Advisory Committee, provided the Advisory 
Committee advises each Participant of the effect of his failure to 
comply with its request. 

8.04	ADDRESS FOR NOTIFICATION. Each Participant and each Beneficiary of 
a deceased Participant must file with the Advisory Committee from time 
to time, in writing, his post office address and any change of post 
office address. Any communication, statement or notice addressed to a 
Participant, or Beneficiary, at his last post office address filed with 
the Advisory Committee, or as shown on the records of the Employer, 
binds the Participant, or Beneficiary, for all purposes of this Plan. 

8.05	ASSIGNMENT OR ALIENATION. Subject to Code 414(p) relating to 
qualified domestic relations orders, neither a Participant nor a 
Beneficiary may anticipate, assign or alienate (either at law or in 
equity) any benefit provided under the Plan, and the Trustee will not 
recognize any such anticipation, assignment or alienation. Furthermore, 
a benefit under the Plan is not subject to attachment, garnishment, 
levy, execution or other legal or equitable process. 

8.06	NOTICE OF CHANGE IN TERMS.  The Plan Administrator, within the 
time prescribed by ERISA and the applicable regulations, must furnish 
all Participants and Beneficiaries a summary description of any material 
amendment to the Plan or notice of discontinuance of the Plan and all 
other information required by ERISA to be furnished without charge. 

8.07	LITIGATION AGAINST THE TRUST. A court of competent jurisdiction 
may authorize any appropriate equitable relief to redress violations of 
ERISA or to enforce any provisions of ERISA or the terms of the Plan. A 
fiduciary may receive reimbursement of expenses properly and actually 
incurred in the performance of his duties with the Plan.

8.08	INFORMATION AVAILABLE.  Any Participant in the Plan or any 
Beneficiary may  examine copies of the Plan description, latest annual 
report, any bargaining agreement, this Plan and Trust, contract or any 
other instrument under which the Plan was established or is operated. 
The Plan Administrator will maintain all of the items listed in this 
Section 8.08 in his office, or in such other place or places as he may 
designate from time to time in order to comply with the regulations 
issued under ERISA, for examination during reasonable business hours. 
Upon the written request of a Participant or Beneficiary the Plan 
Administrator must furnish him with a copy of any item listed in this 
Section 8.08. The Plan Administrator may make a reasonable charge to the 
requesting person for the copy so furnished. 
8.09	APPEAL PROCEDURE FOR DENIAL OF BENEFITS.  A Participant or a 
Beneficiary ("Claimant") may file with the Advisory Committee a written 
claim for benefits, if the Participant or Beneficiary determines the 
distribution procedures of the Plan have not provided him his proper 
Nonforfeitable Accrued Benefit. The Advisory Committee must render a 
decision on the claim within 60 days of the Claimant's written claim for 
benefits. The Plan Administrator must provide adequate notice in writing 
to the Claimant whose claim for benefits under the Plan the Advisory 
Committee has denied. The Plan Administrator's notice to the Claimant 
must set forth: 

(a)	The specific reason for the denial; 

(b)	Specific references to pertinent Plan provisions on which the 
Advisory Committee based its denial; 

(c)	A description of any additional material and information needed 
for the Claimant to perfect his claim and an explanation of why the 
material or information is needed; and 

(d)	That any appeal the Claimant wishes to make of the adverse 
determination must be in writing to the Advisory Committee within 75 
days after receipt of the Plan Administrator's notice of denial of 
benefits. The Plan Administrator's notice must further advise the 
Claimant that his failure to appeal the action to the Advisory Committee 
in writing within the 75-day period will render the Advisory Committee's 
determination final, binding and conclusive. 

If the Claimant should appeal to the Advisory Committee, he, or his duly 
authorized representative, may submit, in writing, whatever issues and 
comments he, or his duly authorized representative, feels are pertinent. 
The Claimant, or his duly authorized representative, may review 
pertinent Plan documents. The Advisory Committee will re-examine all 
facts related to the appeal and make a final determination as to whether 
the denial of benefits is justified under the circumstances. The 
Advisory Committee must advise the Claimant of its decision within 60 
days of the Claimant's written request for review, unless special 
circumstances (such as a hearing) would make the rendering of a decision 
within the 60-day limit unfeasible, but in no event may the Advisory 
Committee render a decision respecting a denial for a claim for benefits 
later than 120 days after its receipt of a request for review. 

The Plan Administrator's notice of denial of benefits must identify the 
name of each member of the Advisory Committee and the name and address 
of the Advisory Committee member to whom the Claimant may forward his 
appeal. 

8.10	PARTICIPANT DIRECTION OF INVESTMENT.  A Participant has the right 
to direct the Trustee with respect to the investment or re-investment of 
the assets comprising the Participant's individual Account only if the 
Trustee consents in writing to permit such direction. If the Trustee 
consents to Participant direction of investment, the Trustee will accept 
direction from each Participant on a written election form (or other 
written agreement), as a part of this Plan, containing such conditions, 
limitations and other provisions the parties deem appropriate. The 
Trustee or, with the Trustee's consent, the Advisory Committee, may 
establish written procedures, incorporated specifically as part of this 
Plan, relating to Participant direction of investment under this Section 
8.10. The Trustee will maintain a segregated investment Account to the 
extent a Participant's Account is subject to Participant self-direction. 
The Trustee is not liable for any loss, nor is the Trustee liable for 
any breach, resulting from a Participant's direction of the investment 
of any part of his directed Account. 

The Advisory Committee, to the extent provided in a written loan policy 
adopted under Section 9.04, will treat a loan made to a Participant as a 
Participant direction of investment under this Section 8.10. To the 
extent of the loan outstanding at any time, the borrowing Participant's 
Account alone shares in any interest paid on the loan, and it alone 
bears any expense or loss it incurs in connection with the loan. The 
Trustee may retain any principal or interest paid on the borrowing 
Participant's loan in an interest bearing segregated Account on behalf 
of the borrowing Participant until the Trustee (or the Named Fiduciary, 
in the case of a nondiscretionary Trustee) deems it appropriate to add 
the amount paid to the Participant's separate Account under the Plan.

If the Trustee consents to Participant direction of investment of his 
Account, the Plan treats any post-December 31, 1981, investment by a 
Participant's directed Account in collectibles (as defined by Code 
408(m)) as a deemed distribution to the Participant for Federal income 
tax purposes. 



AGREE/art.8

	ARTICLE IX 
	ADVISORY COMMITTEE - DUTIES WITH RESPECT TO PARTICIPANTS' ACCOUNTS 


9.01	MEMBERS' COMPENSATION, EXPENSES. The Employer must appoint an 
Advisory Committee to administer the Plan, the members of which may or 
may not be Participants in the Plan, or which may be the Plan 
Administrator acting alone. In the absence of an Advisory Committee 
appointment, the Plan Administrator assumes the powers, duties and 
responsibilities of the Advisory Committee. The members of the Advisory 
Committee will serve without compensation for services as such, but the 
Employer will pay all expenses of the Advisory Committee, except to the 
extent the Trust properly pays for such expenses, pursuant to Article X.

9.02	TERM. Each member of the Advisory Committee serves until the 
appointment of his successor. 

9.03	POWERS. In case of a vacancy in the membership of the Advisory 
Committee, the remaining members of the Advisory Committee may exercise 
any and all of the powers, authority, duties and discretion conferred 
upon the Advisory Committee pending the filling of the vacancy. 

9.04	GENERAL. The Advisory Committee has the following powers and 
duties: 

(a)	To select a Secretary, who need not be a member of the Advisory 
Committee; 

(b)	To determine the rights of eligibility of an Employee to 
participate in the Plan, the value of a Participant's Accrued Benefit 
and the Nonforfeitable percentage of each Participant's Accrued Benefit; 

(c)	To adopt rules of procedure and regulations necessary for the 
proper and efficient administration of the Plan provided the rules are 
not inconsistent with the terms of this Agreement; 

(d)	To construe and enforce the terms of the Plan and the rules and 
regulations it adopts, including interpretation of the Plan documents 
and documents related to the Plan's operation; 

(e)	To direct the Trustee as respects the crediting and distribution 
of the Trust; 

(f)	To review and render decisions respecting a claim for (or denial 
of a claim for) a benefit under the Plan; 

(g)	To furnish the Employer with information which the Employer may 
require for tax or other purposes; 

(h)	To engage the service of agents whom it may deem advisable to 
assist it with the performance of its duties; 

(i)	To engage the services of an Investment Manager or Managers (as 
defined in ERISA 3(38)), each of whom will have full power and 
authority to manage, acquire or dispose (or direct the Trustee with 
respect to acquisition or disposition) of any Plan asset under its 
control; 

(j)	To establish, in its sole discretion, a nondiscriminatory policy 
(see Section 9.04(A)) which the Trustee must observe in making loans, if 
any, to Participants and Beneficiaries; and 

(k)	To establish and maintain a funding standard account and to make 
credits and charges to the account to the extent required by and in 
accordance with the provisions of the Code. 

The Advisory Committee must exercise all of its powers, duties and 
discretion under the Plan in a uniform and nondiscriminatory manner. 

(A)	Loan Policy. If the Advisory Committee adopts a loan policy, 
pursuant to paragraph (j), the loan policy must be a written document 
and must include: (1) the identity of the person or positions authorized 
to administer the participant loan program; (2) a procedure for applying 
for the loan; (3) the criteria for approving or denying a loan; (4) the 
limitations, if any, on the types and amounts of loans available; (5) 
the procedure for determining a reasonable rate of interest; (6) the 
types of collateral which may secure the loan; and (7) the events 
constituting default and the steps the Plan will take to preserve plan 
assets in the event of default. This Section 9.04 specifically 
incorporates a written loan policy as part of the Employer's Plan.

9.05	FUNDING POLICY. The Advisory Committee will review, not less often 
than annually,  all pertinent Employee information and Plan data in 
order to establish the funding policy of the Plan and to determine the 
appropriate methods of carrying out the Plan's objectives. The Advisory 
Committee must communicate periodically, as it deems appropriate, to the 
Trustee and to any Plan Investment Manager the Plan's short-term and 
long-term financial needs so investment policy can be coordinated with 
Plan financial requirements. 

9.06	MANNER OF ACTION. The decision of a majority of the members 
appointed and  qualified controls. 

9.07	AUTHORIZED  REPRESENTATIVE.  The  Advisory  Committee  may  
authorize  any  one of its members, or its Secretary, to sign on its 
behalf any notices, directions, applications, certificates, consents, 
approvals, waivers, letters or other documents. The Advisory Committee 
must evidence this authority by an instrument signed by all members and 
filed with the Trustee. 

9.08	INTERESTED  MEMBER.  No member of the Advisory Committee may 
decide or  determine any matter concerning the distribution, nature or 
method of settlement of his own benefits under the Plan, except in 
exercising an election available to that member in his capacity as a 
Participant, unless the Plan Administrator is acting alone in the 
capacity of the Advisory Committee. 

9.09	INDIVIDUAL  ACCOUNTS.  The Advisory Committee will maintain, or 
direct the  Trustee to maintain, a separate Account, or multiple 
Accounts, in the name of each Participant to reflect the Participant's 
Accrued Benefit under the Plan. If a Participant re-enters the Plan 
subsequent to his having a Forfeiture Break in Service, the Advisory 
Committee, or the Trustee, must maintain a separate Account for the 
Participant's pre-Forfeiture Break in Service Accrued Benefit and a 
separate Account for his post-Forfeiture Break in Service Accrued 
Benefit, unless the Participant's entire Accrued Benefit under the Plan 
is 100% Nonforfeitable. 

The Advisory Committee will make its allocations, or request the Trustee 
to make its allocations, to the Accounts of the Participants in 
accordance with the provisions of Section 9.11. The Advisory Committee 
may direct the Trustee to maintain a temporary segregated investment 
Account in the name of a Participant to prevent a distortion of income, 
gain or loss allocations under Section 9.11. The Advisory Committee must 
maintain records of its activities. 

9.10	VALUE OF PARTICIPANT'S ACCRUED BENEFIT. The value of each 
Participant's  Accrued Benefit consists of that proportion of the net 
worth (at fair market value) of the Employer's Trust Fund which the net 
credit balance in his Account (exclusive of the cash value of incidental 
benefit insurance contracts) bears to the total net credit balance in 
the Accounts (exclusive of the cash value of the incidental benefit 
insurance contracts) of all Participants plus the cash surrender value 
of any incidental benefit insurance contracts held by the Trustee on the 
Participant's life. 

For purposes of a distribution under the Plan, the value of a 
Participant's Accrued Benefit is its value as of the valuation date 
immediately preceding the date of the distribution. Any distribution 
(other than a distribution from a segregated Account) made to a 
Participant (or to his Beneficiary) more than 90 days after the most 
recent valuation date may include interest on the amount of the 
distribution as an expense of the Trust Fund. The interest, if any, 
accrues from such valuation date to the date of the distribution at the 
rate established in the Employer's Adoption Agreement.

9.11	ALLOCATION AND DISTRIBUTION OF NET INCOME GAIN OR LOSS. A 
"valuation date" under this Plan is each Accounting Date and each 
interim valuation date determined under Section 10.14. As of each 
valuation date the Advisory Committee must adjust Accounts to reflect 
net income, gain or loss since the last valuation date. The valuation 
period is the period beginning the day after the last valuation date and 
ending on the current valuation date.

(A)	Trust Fund Accounts. The allocation provisions of this paragraph 
apply to all Participant Accounts other than segregated investment 
Accounts. The Advisory Committee first will adjust the Participant 
Accounts, as those Accounts stood at the beginning of the current 
valuation period, by reducing the Accounts for any forfeitures arising 
under Section 5.09 or under Section 9.14, for amounts charged during the 
valuation period to the Accounts in accordance with Section 9.13 
(relating to distributions) and Section 11.01 (relating to insurance 
premiums), and for the cash value of incidental benefit insurance 
contracts. The Advisory Committee then, subject to the restoration 
allocation requirements of Section 5.04 or of Section 9.14, will 
allocate the net income, gain or loss pro rata to the adjusted 
Participant Accounts. The allocable net income, gain or loss is the net 
income (or net loss), including the increase or decrease in the fair 
market value of assets, since the last valuation date.

(B)	Segregated investment Accounts. A segregated investment Account 
receives all income it earns and bears all expense or loss it incurs. 
The Advisory Committee will adopt uniform and nondiscriminatory 
procedures for determining income or loss of a segregated investment 
Account in a manner which reasonably reflects investment directions 
relating to pooled investments and investment directions occurring 
during a valuation period. As of the valuation date, the Advisory 
Committee must reduce a segregated Account for any forfeiture arising 
under Section 5.09 after the Advisory Committee has made all other 
allocations, changes or adjustments to the Account for the Plan Year. 

(C)	Additional rules. An Excess Amount or suspense account described 
in Part 2 of Article III does not share in the allocation of net income, 
gain or loss described in this Section 9.11. If the Employer maintains 
its Plan under a Code 401(k) Adoption Agreement, the Employer may 
specify in its Adoption Agreement alternate valuation provisions 
authorized by that Adoption Agreement. This Section 9.11 applies solely 
to the allocation of net income, gain or loss of the Trust. The Advisory 
Committee will allocate the Employer contributions and Participant 
forfeitures, if any, in accordance with Article III.

9.12	INDIVIDUAL STATEMENT. As soon as practicable after the Accounting 
Date of each  Plan Year, but within the time prescribed by ERISA and the 
regulations under ERISA, the Plan Administrator will deliver to each 
Participant (and to each Beneficiary) a statement reflecting the 
condition of his Accrued Benefit in the Trust as of that date and such 
other information ERISA requires be furnished the Participant or 
Beneficiary. No Participant, except a member of the Advisory Committee, 
has the right to inspect the records reflecting the Account of any other 
Participant. 

9.13	ACCOUNT CHARGED. The Advisory Committee will charge a 
Participant's Account for all distributions made from that Account to 
the Participant, to his Beneficiary or to an alternate payee. The 
Advisory Committee also will charge a Participant's Account for any 
administrative expenses incurred by the Plan directly related to that 
Account.

9.14	UNCLAIMED  ACCOUNT  PROCEDURE.  The  Plan  does  not  require  
either  the  Trustee or the Advisory Committee to search for, or to 
ascertain the whereabouts of, any Participant or Beneficiary. At the 
time the Participant's or Beneficiary's benefit becomes distributable 
under Article VI, the Advisory Committee, by certified or registered 
mail addressed to his last known address of record with the Advisory 
Committee or the Employer, must notify any Participant, or Beneficiary, 
that he is entitled to a distribution under this Plan. The notice must 
quote the provisions of this Section 9.14 and otherwise must comply with 
the notice requirements of Article VI. If the Participant, or 
Beneficiary, fails to claim his distributive share or make his 
whereabouts known in writing to the Advisory Committee within 6 months 
from the date of mailing of the notice, the Advisory Committee will 
treat the Participant's or Beneficiary's unclaimed payable Accrued 
Benefit as forfeited and will reallocate the unclaimed payable Accrued 
Benefit in accordance with Section 3.05. A forfeiture under this 
paragraph will occur at the end of the notice period or, if later, the 
earliest date applicable Treasury regulations would permit the 
forfeiture. Pending forfeiture, the Advisory Committee, following the 
expiration of the notice period, may direct the Trustee to segregate the 
Nonforfeitable Accrued Benefit in a segregated Account and to invest 
that segregated Account in Federally insured interest bearing savings 
accounts or time deposits (or in a combination of both), or in other 
fixed income investments.

If a Participant or Beneficiary who has incurred a forfeiture of his 
Accrued Benefit under the provisions of the first paragraph of this 
Section 9.14 makes a claim, at any time, for his forfeited Accrued 
Benefit, the Advisory Committee must restore the Participant's or 
Beneficiary's forfeited Accrued Benefit to the same dollar amount as the 
dollar amount of the Accrued Benefit forfeited, unadjusted for any gains 
or losses occurring subsequent to the date of the forfeiture. The 
Advisory Committee will make the restoration during the Plan Year in 
which the Participant or Beneficiary makes the claim, first from the 
amount, if any, of Participant forfeitures the Advisory Committee 
otherwise would allocate for the Plan Year, then from the amount, if 
any, of the Trust Fund net income or gain for the Plan Year and then 
from the amount, or additional amount, the Employer contributes to 
enable the Advisory Committee to make the required restoration. The 
Advisory Committee must direct the Trustee to distribute the 
Participant's or Beneficiary's restored Accrued Benefit to him not later 
than 60 days after the close of the Plan Year in which the Advisory 
Committee restores the forfeited Accrued Benefit. The forfeiture 
provisions of this Section 9.14 apply solely to the Participant's or to 
the Beneficiary's Accrued Benefit derived from Employer contributions. 



AGREE/art.9

	ARTICLE X 
	TRUSTEE AND CUSTODIAN, POWERS AND DUTIES 


10.01	ACCEPTANCE. The Trustee accepts the Trust created under the Plan 
and agrees to perform the obligations imposed. The Trustee must provide 
bond for the faithful performance of its duties under the Trust to the 
extent required by ERISA.

10.02	RECEIPT OF CONTRIBUTIONS. The Trustee is accountable to the 
Employer for the funds contributed to it by the Employer, but does not 
have any duty to see that the contributions received comply with the 
provisions of the Plan. The Trustee is not obliged to collect any 
contributions from the Employer, nor is obliged to see that funds 
deposited with it are deposited according to the provisions of the Plan. 

10.03	INVESTMENT POWERS. 

[A]	Discretionary Trustee Designation. If the Employer, in Adoption 
Agreement Section 1.02, designates the Trustee to administer the Trust 
as a discretionary Trustee, then the Trustee has full discretion and 
authority with regard to the investment of the Trust Fund, except with 
respect to a Plan asset under the control or direction of a properly 
appointed Investment Manager or with respect to a Plan asset properly 
subject to Employer, Participant or Advisory Committee direction of 
investment. The Trustee must coordinate its investment policy with Plan 
financial needs as communicated to it by the Advisory Committee. The 
Trustee is authorized and empowered, but not by way of limitation, with 
the following powers, rights and duties: 

(a)	To invest any part or all of the Trust Fund in any common or 
preferred stocks, open-end or closed-end mutual funds, put and call 
options traded on a national exchange, United States retirement plan 
bonds, corporate bonds, debentures, convertible debentures, commercial 
paper, U.S. Treasury bills, U.S. Treasury notes and other direct or 
indirect obligations of the United States Government or its agencies, 
improved or unimproved real estate situated in the United States, 
limited partnerships, insurance contracts of any type, mortgages, notes 
or other property of any kind, real or personal, to buy or sell options 
on common stock on a nationally recognized exchange with or without 
holding the underlying common stock, to buy and sell commodities, 
commodity options and contracts for the future delivery of commodities, 
and to make any other investments the Trustee deems appropriate, as a 
prudent man would do under like circumstances with due regard for the 
purposes of this Plan. Any investment made or retained by the Trustee in 
good faith is proper but must be of a kind constituting a 
diversification considered by law suitable for trust investments.

(b)	To retain in cash so much of the Trust Fund as it may deem 
advisable to satisfy liquidity needs of the Plan and to deposit any cash 
held in the Trust Fund in a bank account at reasonable interest. 

(c)	To invest, if the Trustee is a bank or similar financial 
institution supervised by the United States or by a State, in any type 
of deposit of the Trustee (or of a bank related to the Trustee within 
the meaning of Code 414(b)) at a reasonable rate of interest or in a 
common trust fund, as described in Code 584, or in a collective 
investment fund, the provisions of which govern the investment of such 
assets and which the Plan incorporates by this reference, which the 
Trustee (or its affiliate, as defined in Code 1504) maintains 
exclusively for the collective investment of money contributed by the 
bank (or the affiliate) in its capacity as trustee and which conforms to 
the rules of the Comptroller of the Currency.

(d)	To manage, sell, contract to sell, grant options to purchase, 
convey, exchange, transfer, abandon, improve, repair, insure, lease for 
any term even though commencing in the future or extending beyond the 
term of the Trust, and otherwise deal with all property, real or 
personal, in such manner, for such considerations and on such terms and 
conditions as the Trustee decides. 

(e)	To credit and distribute the Trust as directed by the Advisory 
Committee. The Trustee is not obliged to inquire as to whether any payee 
or distributee is entitled to any payment or whether the distribution is 
proper or within the terms of the Plan, or as to the manner of making 
any payment or distribution. The Trustee is accountable only to the 
Advisory Committee for any payment or distribution made by it in good 
faith on the order or direction of the Advisory Committee.

(f)	To borrow money, to assume indebtedness, extend mortgages and 
encumber by mortgage or pledge. 

(g)	To compromise, contest, arbitrate or abandon claims and demands, 
in its discretion.

(h)	To have with respect to the Trust all of the rights of an 
individual owner, including the power to give proxies, to participate in 
any voting trusts, mergers, consolidations or liquidations, and to 
exercise or sell stock subscriptions or conversion rights.

(i)	To lease for oil, gas and other mineral purposes and to create 
mineral severances by grant or reservation; to pool or unitize interests 
in oil, gas and other minerals; and to enter into operating agreements 
and to execute division and transfer orders.

(j)	To hold any securities or other property in the name of the 
Trustee or its nominee, with depositories or agent depositories or in 
another form as it may deem best, with or without disclosing the trust 
relationship.

(k)	To perform any and all other acts in its judgment necessary or 
appropriate for the proper and advantageous management, investment and 
distribution of the Trust.

(l)	To retain any funds or property subject to any dispute without 
liability for the payment of interest, and to decline to make payment or 
delivery of the funds or property until final adjudication is made by a 
court of competent jurisdiction.

(m)	To file all tax returns required of the Trustee.

(n)	To furnish to the Employer, the Plan Administrator and the 
Advisory Committee an annual statement of account showing the condition 
of the Trust Fund and all investments, receipts, disbursements and other 
transactions effected by the Trustee during the Plan Year covered by the 
statement and also stating the assets of the Trust held at the end of 
the Plan Year, which accounts are conclusive on all persons, including 
the Employer, the Plan Administrator and the Advisory Committee, except 
as to any act or transaction concerning which the Employer, the Plan 
Administrator or the Advisory Committee files with the Trustee written 
exceptions or objections within 90 days after the receipt of the 
accounts or for which ERISA authorizes a longer period within which to 
object.

(o)	To begin, maintain or defend any litigation necessary in 
connection with the administration of the Plan, except that the Trustee 
is not obliged or required to do so unless indemnified to its 
satisfaction. 

[B]	Nondiscretionary Trustee Designation/Appointment of Custodian. If 
the Employer, in its Adoption Agreement Section 1.02, designates the 
Trustee to administer the Trust as a nondiscretionary Trustee, then the 
Trustee will not have any discretion or authority with regard to the 
investment of the Trust Fund, but must act solely as a directed trustee 
of the funds contributed to it. A nondiscretionary Trustee, as directed 
trustee of the funds held by it under the Employer's Plan, is authorized 
and empowered, by way of limitation, with the following powers, rights 
and duties, each of which the nondiscretionary Trustee exercises solely 
as directed trustee in accordance with the written direction of the 
Named Fiduciary (except to the extent a Plan asset is subject to the 
control and management of a properly appointed Investment Manager or 
subject to Advisory Committee or Participant direction of investment):

(a)	To invest any part or all of the Trust Fund in any common or 
preferred stocks, open-end or closed-end mutual funds, put and call 
options traded on a national exchange, United States retirement plan 
bonds, corporate bonds, debentures, convertible debentures, commercial 
paper, U.S. Treasury bills, U.S. Treasury notes and other direct or 
indirect obligations of the United States Government or its agencies, 
improved or unimproved real estate situated in the United States, 
limited partnerships, insurance contracts of any type, mortgages, notes 
or other property of any kind, real or personal, to buy or sell options 
on common stock on a nationally recognized options exchange with or 
without holding the underlying common stock, to buy and sell 
commodities, commodity options and contracts for the future delivery of 
commodities, and to make any other investments the Named Fiduciary deems 
appropriate.

(b)	To retain in cash so much of the Trust Fund as the Named Fiduciary 
may direct in writing to satisfy liquidity needs of the Plan and to 
deposit any cash held in the Trust Fund in a bank account at reasonable 
interest, including, specific authority to invest in any type of deposit 
of the Trustee (or of a bank related to the Trustee within the meaning 
of Code 414(b)) at a reasonable rate of interest.

(c)	To sell, contract to sell, grant options to purchase, convey, 
exchange, transfer, abandon, improve, repair, insure, lease for any term 
even though commencing in the future or extending beyond the term of the 
Trust, and otherwise deal with all property, real or personal, in such 
manner, for such considerations and on such terms and conditions as the 
Named Fiduciary directs in writing.

(d)	To credit and distribute the Trust as directed by the Advisory 
Committee. The Trustee is not obliged to inquire as to whether any payee 
or distributee is entitled to any payment or whether the distribution is 
proper or within the terms of the Plan, or as to the manner of making 
any payment or distribution. The Trustee is accountable only to the 
Advisory Committee for any payment or distribution made by it in good 
faith on the order or direction of the Advisory Committee.

(e)	To borrow money, to assume indebtedness, extend mortgages and 
encumber by mortgage or pledge. 

(f)	To have with respect to the Trust all of the rights of an 
individual owner, including the power to give proxies, to participate in 
any voting trusts, mergers, consolidations or liquidations, and to 
exercise or sell stock subscriptions or conversion rights, provided the 
exercise of any such powers is in accordance with and at the written 
direction of the Named Fiduciary.

(g)	To lease for oil, gas and other mineral purposes and to create 
mineral severances by grant or reservation; to pool or unitize interests 
in oil, gas and other minerals; and to enter into operating agreements 
and to execute division and transfer orders, provided the exercise of 
any such powers is in accordance with and at the written direction of 
the Named Fiduciary.

(h)	To hold any securities or other property in the name of the 
nondiscretionary Trustee or its nominee, with depositories or agent 
depositories or in another form as the Named Fiduciary may deem best, 
with or without disclosing the custodial relationship.

(i)	To retain any funds or property subject to any dispute without 
liability for the payment of interest, and to decline to make payment or 
delivery of the funds or property until a court of competent 
jurisdiction makes final adjudication.

(j)	To file all tax returns required of the Trustee.

(k)	To furnish to the Named Fiduciary, the Employer, the Plan 
Administrator and the Advisory Committee an annual statement of account 
showing the condition of the Trust Fund and all investments, receipts, 
disbursements and other transactions effected by the nondiscretionary 
Trustee during the Plan Year covered by the statement and also stating 
the assets of the Trust held at the end of the Plan Year, which accounts 
are conclusive on all persons, including the Named Fiduciary, the 
Employer, the Plan Administrator and the Advisory Committee, except as 
to any act or transaction concerning which the Named Fiduciary, the 
Employer, the Plan Administrator or the Advisory Committee files with 
the nondiscretionary Trustee written exceptions or objections within 90 
days after the receipt of the accounts or for which ERISA authorizes a 
longer period within which to object.

(l)	To begin, maintain or defend any litigation necessary in 
connection with the administration of the Plan, except that the Trustee 
is not obliged or required to do so unless indemnified to its 
satisfaction. 

Appointment of Custodian. The Employer may appoint a Custodian under the 
Plan, the acceptance by the Custodian indicated on the execution page of 
the Employer's Adoption Agreement. If the Employer appoints a Custodian, 
the Employer's Plan must have a discretionary Trustee, as described in 
Section 10.03[A]. A Custodian has the same powers, rights and duties as 
a nondiscretionary Trustee, as described in this Section 10.03[B]. The 
Custodian accepts the terms of the Plan and Trust by executing the 
Employer's Adoption Agreement. Any reference in the Plan to a Trustee 
also is a reference to a Custodian where the context of the Plan 
dictates. A limitation of the Trustee's liability by Plan provision also 
acts as a limitation of the Custodian's liability. Any action taken by 
the Custodian at the discretionary Trustee's direction satisfies any 
provision in the Plan referring to the Trustee's taking that action.

Modification of Powers/Limited Responsibility. The Employer and the 
Custodian or nondiscretionary Trustee, by letter agreement, may limit 
the powers of the Custodian or nondiscretionary Trustee to any 
combination of powers listed within this Section 10.03[B]. If there is a 
Custodian or a nondiscretionary Trustee under the Employer's Plan, then 
the Employer, in adopting this Plan acknowledges the Custodian or 
nondiscretionary Trustee has no discretion with respect to the 
investment or re-investment of the Trust Fund and that the Custodian or 
nondiscretionary Trustee is acting solely as custodian or as directed 
trustee with respect to the assets comprising the Trust Fund. 
 
[C]	Limitation of Powers of Certain Custodians. If a Custodian is a 
bank which, under its governing state law, does not possess trust 
powers, then paragraphs (a), (c), (e), (f), (g) of Section 10.03[B], 
Section 10.16 and Article XI do not apply to that bank and that bank 
only has the power and authority to exercise the remaining powers, 
rights and duties under Section 10.03[B].

[D]	Named Fiduciary/Limitation of Liability of Nondiscretionary 
Trustee or Custodian. Under a nondiscretionary Trustee designation, the 
Named Fiduciary under the Employer's Plan has the sole responsibility 
for the management and control of the Employer's Trust Fund, except with 
respect to a Plan asset under the control or direction of a properly 
appointed Investment Manager or with respect to a Plan asset properly 
subject to Participant or Advisory Committee direction of investment. If 
the Employer appoints a Custodian, the Named Fiduciary is the 
discretionary Trustee. Under a nondiscretionary Trustee designation, 
unless the Employer designates in writing another person or persons to 
serve as Named Fiduciary, the Named Fiduciary under the Plan is the 
president of a corporate Employer, the managing partner of a partnership 
Employer or the sole proprietor, as appropriate. The Named Fiduciary 
will exercise its management and control of the Trust Fund through its 
written direction to the nondiscretionary Trustee or to the Custodian, 
whichever applies to the Employer's Plan. 

The nondiscretionary Trustee or Custodian has no duty to review or to 
make recommendations regarding investments made at the written direction 
of the Named Fiduciary. The nondiscretionary Trustee or Custodian must 
retain any investment obtained at the written direction of the Named 
Fiduciary until further directed in writing by the Named Fiduciary to 
dispose of such investment. The nondiscretionary Trustee or Custodian is 
not liable in any manner or for any reason for making, retaining or 
disposing of any investment pursuant to any written direction described 
in this paragraph. Furthermore, the Employer agrees to indemnify and to 
hold the nondiscretionary Trustee or Custodian harmless from any 
damages, costs or expenses, including reasonable counsel fees, which the 
nondiscretionary Trustee or Custodian may incur as a result of any claim 
asserted against the nondiscretionary Trustee, the Custodian or the 
Trust arising out of the nondiscretionary Trustee's or Custodian's 
compliance with any written direction described in this paragraph.

[E] Participant Loans. This Section 10.03[E] specifically authorizes the 
Trustee to make loans on a nondiscriminatory basis to a Participant or 
to a Beneficiary in accordance with the loan policy established by the 
Advisory Committee, provided: (1) the loan policy satisfies the 
requirements of Section 9.04; (2) loans are available to all 
Participants and Beneficiaries on a reasonably equivalent basis and are 
not available in a greater amount for Highly Compensated Employees than 
for other Employees; (3) any loan is adequately secured and bears a 
reasonable rate of interest; (4) the loan provides for repayment within 
a specified time; (5) the default provisions of the note prohibit offset 
of the Participant's Nonforfeitable Accrued Benefit prior to the time 
the Trustee otherwise would distribute the Participant's Nonforfeitable 
Accrued Benefit; (6) the amount of the loan does not exceed (at the time 
the Plan extends the loan) the present value of the Participant's 
Nonforfeitable Accrued Benefit; and (7) the loan otherwise conforms to 
the exemption provided by Code 4975(d)(1). If the joint and survivor 
requirements of Article VI apply to the Participant, the Participant may 
not pledge any portion of his Accrued Benefit as security for a loan 
made after August 18, 1985, unless, within the 90 day period ending on 
the date the pledge becomes effective, the Participant's spouse, if any, 
consents (in a manner described in Section 6.05 other than the 
requirement relating to the consent of a subsequent spouse) to the 
security or, by separate consent, to an increase in the amount of 
security. If the Employer is an unincorporated trade or business, a 
Participant who is an Owner-Employee may not receive a loan from the 
Plan, unless he has obtained a prohibited transaction exemption from the 
Department of Labor. If the Employer is an "S Corporation," a 
Participant who is a shareholder-employee (an employee or an officer) 
who, at any time during the Employer's taxable year, owns more than 5%, 
either directly or by attribution under Code 318(a)(1), of the 
Employer's outstanding stock may not receive a loan from the Plan, 
unless he has obtained a prohibited transaction exemption from the 
Department of Labor. If the Employer is not an unincorporated trade or 
business nor an "S Corporation," this Section 10.03[E] does not impose 
any restrictions on the class of Participants eligible for a loan from 
the Plan.

[F] Investment in qualifying Employer securities and qualifying Employer 
real property. The investment options in this Section 10.03[F] include 
the ability to invest in qualifying Employer securities or qualifying 
Employer real property, as defined in and as limited by ERISA. If the 
Employer's Plan is a Nonstandardized profit sharing plan, it may elect 
in its Adoption Agreement to permit the aggregate investments in 
qualifying Employer securities and in qualifying Employer real property 
to exceed 10% of the value of Plan assets.

10.04	RECORDS AND STATEMENTS.  The records of the Trustee pertaining to  
the Plan must be open to the inspection of the Plan Administrator, the 
Advisory Committee and the Employer at all reasonable times and may be 
audited from time to time by any person or persons as the Employer, Plan 
Administrator or Advisory Committee may specify in writing. The Trustee 
must furnish the Plan Administrator or Advisory Committee with whatever 
information relating to the Trust Fund the Plan Administrator or 
Advisory Committee considers necessary. 

10.05	FEES AND EXPENSES FROM FUND. A Trustee or Custodian will receive 
reasonable annual compensation as may be agreed upon from time to time 
between the Employer and the Trustee or Custodian. No person who is 
receiving full pay from the Employer may receive compensation for 
services as Trustee or as Custodian. The Trustee will pay from the Trust 
Fund all fees and expenses reasonably incurred by the Plan, to the 
extent such fees and expenses are for the ordinary and necessary 
administration and operation of the Plan, unless the Employer pays such 
fees and expenses. Any fee or expense paid, directly or indirectly, by 
the Employer is not an Employer contribution to the Plan, provided the 
fee or expense relates to the ordinary and necessary administration of 
the Fund. 
10.06	PARTIES TO LITIGATION. Except as otherwise provided by ERISA, no 
Participant or Beneficiary is a necessary party or is required to 
receive notice of process in any court proceeding involving the Plan, 
the Trust Fund or any fiduciary of the Plan. Any final judgment entered 
in any proceeding will be conclusive upon the Employer, the Plan 
Administrator, the Advisory Committee, the Trustee, Custodian, 
Participants and Beneficiaries. 

10.07	PROFESSIONAL AGENTS. The Trustee may employ and pay from the Trust 
Fund reasonable compensation to agents, attorneys, accountants and other 
persons to advise the Trustee as in its opinion may be necessary. The 
Trustee may delegate to any agent, attorney, accountant or other person 
selected by it any non-Trustee power or duty vested in it by the Plan, 
and the Trustee may act or refrain from acting on the advice or opinion 
of any agent, attorney, accountant or other person so selected. 

10.08	DISTRIBUTION OF CASH OR PROPERTY. The Trustee may make 
distribution under the Plan in cash or property, or partly in each, at 
its fair market value as determined by the Trustee. For purposes of a 
distribution to a Participant or to a Participant's designated 
Beneficiary or surviving spouse, "property" includes a Nontransferable 
Annuity Contract, provided the contract satisfies the requirements of 
this Plan.

10.09	DISTRIBUTION DIRECTIONS. If no one claims a payment or 
distribution made from  the Trust, the Trustee must promptly notify the 
Advisory Committee and then dispose of the payment in accordance with 
the subsequent direction of the Advisory Committee. 

10.10	THIRD PARTY/MULTIPLE TRUSTEES. No person dealing with the Trustee 
is obligated to see to the proper application of any money paid or 
property delivered to the Trustee, or to inquire whether the Trustee has 
acted pursuant to any of the terms of the Plan. Each person dealing with 
the Trustee may act upon any notice, request or representation in 
writing by the Trustee, or by the Trustee's duly authorized agent, and 
is not liable to any person in so acting. The certificate of the Trustee 
that it is acting in accordance with the Plan will be conclusive in 
favor of any person relying on the certificate. If more than two persons 
act as Trustee, a decision of the majority of such persons controls with 
respect to any decision regarding the administration or investment of 
the Trust Fund or of any portion of the Trust Fund with respect to which 
such persons act as Trustee. However, the signature of only one Trustee 
is necessary to effect any transaction on behalf of the Trust.

10.11	RESIGNATION. The Trustee or Custodian may resign its position at 
any time by giving 30 days' written notice in advance to the Employer 
and to the Advisory Committee. If the Employer fails to appoint a 
successor Trustee within 60 days of its receipt of the Trustee's written 
notice of resignation, the Trustee will treat the Employer as having 
appointed itself as Trustee and as having filed its acceptance of 
appointment with the former Trustee. The Employer, in its sole 
discretion, may replace a Custodian. If the Employer does not replace a 
Custodian, the discretionary Trustee will assume possession of Plan 
assets held by the former Custodian.

10.12	REMOVAL. The Employer, by giving 30 days' written notice in 
advance to the Trustee, may remove any Trustee or Custodian. In the 
event of the resignation or removal of a Trustee, the Employer must 
appoint a successor Trustee if it intends to continue the Plan. If two 
or more persons hold the position of Trustee, in the event of the 
removal of one such person, during any period the selection of a 
replacement is pending, or during any period such person is unable to 
serve for any reason, the remaining person or persons will act as the 
Trustee.

10.13	INTERIM DUTIES AND SUCCESSOR TRUSTEE. Each successor Trustee 
succeeds to the title to the Trust vested in his predecessor by 
accepting in writing his appointment as successor Trustee and by filing 
the acceptance with the former Trustee and the Advisory Committee 
without the signing or filing of any further statement. The resigning or 
removed Trustee, upon receipt of acceptance in writing of the Trust by 
the successor Trustee, must execute all documents and do all acts 
necessary to vest the title of record in any successor Trustee. Each 
successor Trustee has and enjoys all of the powers, both discretionary 
and ministerial, conferred under this Agreement upon his predecessor. A 
successor Trustee is not personally liable for any act or failure to act 
of any predecessor Trustee, except as required under ERISA. With the 
approval of the Employer and the Advisory Committee, a successor 
Trustee, with respect to the Plan, may accept the account rendered and 
the property delivered to it by a predecessor Trustee without incurring 
any liability or responsibility for so doing. 

10.14	VALUATION OF TRUST. The Trustee must value the Trust Fund as of 
each  Accounting Date to determine the fair market value of each 
Participant's Accrued Benefit in the Trust. The Trustee also must value 
the Trust Fund on such other valuation dates as directed in writing by 
the Advisory Committee or as required by the Employer's Adoption 
Agreement. 

10.15	LIMITATION ON LIABILITY - IF INVESTMENT MANAGER, ANCILLARY TRUSTEE 
OR INDEPENDENT FIDUCIARY APPOINTED. The Trustee is not liable for the 
acts or omissions of any Investment Manager the Advisory Committee may 
appoint, nor is the Trustee under any obligation to invest or otherwise 
manage any asset of the Plan which is subject to the management of a 
properly appointed Investment Manager. The Advisory Committee, the 
Trustee and any properly appointed Investment Manager may execute a 
letter agreement as a part of this Plan delineating the duties, 
responsibilities and liabilities of the Investment Manager with respect 
to any part of the Trust Fund under the control of the Investment 
Manager.  

The limitation on liability described in this Section 10.15 also applies 
to the acts or omissions of any ancillary trustee or independent 
fiduciary properly appointed under Section 10.17 of the Plan. However, 
if a discretionary Trustee, pursuant to the delegation described in 
Section 10.17 of the Plan, appoints an ancillary trustee, the 
discretionary Trustee is responsible for the periodic review of the 
ancillary trustee's actions and must exercise its delegated authority in 
accordance with the terms of the Plan and in a manner consistent with 
ERISA. The Employer, the discretionary Trustee and an ancillary trustee 
may execute a letter agreement as a part of this Plan delineating any 
indemnification agreement between the parties.

10.16	INVESTMENT IN GROUP TRUST FUND. The Employer, by adopting this 
Plan, specifically authorizes the Trustee to invest all or any portion 
of the assets comprising the Trust Fund in any group trust fund which at 
the time of the investment provides for the pooling of the assets of 
plans qualified under Code 401(a). This authorization applies solely to 
a group trust fund exempt from taxation under Code 501(a) and the trust 
agreement of which satisfies the requirements of Revenue Ruling 81-100. 
The provisions of the group trust fund agreement, as amended from time 
to time, are by this reference incorporated within this Plan and Trust. 
The provisions of the group trust fund will govern any investment of 
Plan assets in that fund. The Employer must specify in an attachment to 
its adoption agreement the group trust fund(s) to which this 
authorization applies. If the Trustee is acting as a nondiscretionary 
Trustee, the investment in the group trust fund is available only in 
accordance with a proper direction, by the Named Fiduciary, in 
accordance with Section 10.03[B]. Pursuant to paragraph (c) of Section 
10.03[A] of the Plan, a Trustee has the authority to invest in certain 
common trust funds and collective investment funds without the need for 
the authorizing addendum described in this Section 10.16.

Furthermore, at the Employer's direction, the Trustee, for collective 
investment purposes, may combine into one trust fund the Trust created 
under this Plan with the Trust created under any other qualified 
retirement plan the Employer maintains. However, the Trustee must 
maintain separate records of account for the assets of each Trust in 
order to reflect properly each Participant's Accrued Benefit under the 
plan(s) in which he is a Participant.

10.17	APPOINTMENT OF ANCILLARY TRUSTEE OR INDEPENDENT FIDUCIARY. The 
Employer, in writing, may appoint any person in any State to act as 
ancillary trustee with respect to a designated portion of the Trust 
Fund. An ancillary trustee must acknowledge in writing its acceptance of 
the terms and conditions of its appointment as ancillary trustee and its 
fiduciary status under ERISA. The ancillary trustee has the rights, 
powers, duties and discretion as the Employer may delegate, subject to 
any limitations or directions specified in the instrument evidencing 
appointment of the ancillary trustee and to the terms of the Plan or of 
ERISA. The investment powers delegated to the ancillary trustee may 
include any investment powers available under Section 10.03 of the Plan 
including the right to invest any portion of the assets of the Trust 
Fund in a common trust fund, as described in Code 584, or in any 
collective investment fund, the provisions of which govern the 
investment of such assets and which the Plan incorporates by this 
reference, but only if the ancillary trustee is a bank or similar 
financial institution supervised by the United States or by a State and 
the ancillary trustee (or its affiliate, as defined in Code 1504) 
maintains the common trust fund or collective investment fund 
exclusively for the collective investment of money contributed by the 
ancillary trustee (or its affiliate) in a trustee capacity and which 
conforms to the rules of the Comptroller of the Currency. The Employer 
also may appoint as an ancillary trustee, the trustee of any group trust 
fund designated for investment pursuant to the provisions of Section 
10.16 of the Plan.

The ancillary trustee may resign its position at any time by providing 
at least 30 days' advance written notice to the Employer, unless the 
Employer waives this notice requirement. The Employer, in writing, may 
remove an ancillary trustee at any time. In the event of resignation or 
removal, the Employer may appoint another ancillary trustee, return the 
assets to the control and management of the Trustee or receive such 
assets in the capacity of ancillary trustee. The Employer may delegate 
its responsibilities under this Section 10.17 to a discretionary Trustee 
under the Plan, but not to a nondiscretionary Trustee or to a Custodian, 
subject to the acceptance by the discretionary Trustee of that 
delegation.

If the U.S. Department of Labor ("the Department") requires engagement 
of an independent fiduciary to have control or management of all or a 
portion of the Trust Fund, the Employer will appoint such independent 
fiduciary, as directed by the Department. The independent fiduciary will 
have the duties, responsibilities and powers prescribed by the 
Department and will exercise those duties, responsibilities and powers 
in accordance with the terms, restrictions and conditions established by 
the Department and, to the extent not inconsistent with ERISA, the terms 
of the Plan. The independent fiduciary must accept its appointment in 
writing and must acknowledge its status as a fiduciary of the Plan.




AGREE/art.10

	ARTICLE XI 
	PROVISIONS RELATING TO INSURANCE AND INSURANCE COMPANY 


11.01	INSURANCE BENEFIT. The Employer may elect to provide incidental 
life insurance benefits for insurable Participants who consent to life 
insurance benefits by signing the appropriate insurance company 
application form. The Trustee will not purchase any incidental life 
insurance benefit for any Participant prior to an allocation to the 
Participant's Account. At an insured Participant's written direction, 
the Trustee will use all or any portion of the Participant's 
nondeductible voluntary contributions, if any, to pay insurance premiums 
covering the Participant's life. This Section 11.01 also authorizes the 
purchase of life insurance, for the benefit of the Participant, on the 
life of a family member of the Participant or on any person in whom the 
Participant has an insurable interest. However, if the policy is on the 
joint lives of the Participant and another person, the Trustee may not 
maintain that policy if that other person predeceases the Participant.

The Employer will direct the Trustee as to the insurance company and 
insurance agent through which the Trustee is to purchase the insurance 
contracts, the amount of the coverage and the applicable dividend plan. 
Each application for a policy, and the policies themselves, must 
designate the Trustee as sole owner, with the right reserved to the 
Trustee to exercise any right or option contained in the policies, 
subject to the terms and provisions of this Agreement. The Trustee must 
be the named beneficiary for the Account of the insured Participant. 
Proceeds of insurance contracts paid to the Participant's Account under 
this Article XI are subject to the distribution requirements of Article 
V and of Article VI. The Trustee will not retain any such proceeds for 
the benefit of the Trust. 

The Trustee will charge the premiums on any incidental benefit insurance 
contract covering the life of a Participant against the Account of that 
Participant. The Trustee will hold all incidental benefit insurance 
contracts issued under the Plan as assets of the Trust created under the 
Plan. 

(A)	Incidental insurance benefits. The aggregate of life insurance 
premiums paid for the benefit of a Participant, at all times, may not 
exceed the following percentages of the aggregate of the Employer's 
contributions allocated to any Participant's Account: (i) 49% in the 
case of the purchase of ordinary life insurance contracts; or (ii) 25% 
in the case of the purchase of term life insurance or universal life 
insurance contracts. If the Trustee purchases a combination of ordinary 
life insurance contract(s) and term life insurance or universal life 
insurance contract(s), then the sum of one-half of the premiums paid for 
the ordinary life insurance contract(s) and the premiums paid for the 
term life insurance or universal life insurance contract(s) may not 
exceed 25% of the Employer contributions allocated to any Participant's 
Account.

(B)	Exception for certain profit sharing plans. If the Employer's Plan 
is a profit sharing plan, the incidental insurance benefits requirement 
does not apply to the Plan if the Plan purchases life insurance benefits 
only from Employer contributions accumulated in the Participant's 
Account for at least two years (measured from the allocation date).

11.02	LIMITATION  ON  LIFE  INSURANCE  PROTECTION. The Trustee will not 
continue any life insurance protection for any Participant beyond his 
annuity starting date (as defined in Article VI). If the Trustee holds 
any incidental benefit insurance contract(s) for the benefit of a 
Participant when he terminates his employment (other than by reason of 
death), the Trustee must proceed as follows: 

(a)	If the entire cash value of the contract(s) is vested in the 
terminating Participant, or if the contract(s) will have no cash value 
at the end of the policy year in which termination of employment occurs, 
the Trustee will transfer the contract(s) to the Participant endorsed so 
as to vest in the transferee all right, title and interest to the 
contract(s), free and clear of the Trust; subject however, to 
restrictions as to surrender or payment of benefits as the issuing 
insurance company may permit and as the Advisory Committee directs;

(b)	If only part of the cash value of the contract(s) is vested in the 
terminating Participant, the Trustee, to the extent the Participant's 
interest in the cash value of the contract(s) is not vested, may adjust 
the Participant's interest in the value of his Account attributable to 
Trust assets other than incidental benefit insurance contracts and 
proceed as in (a), or the Trustee must effect a loan from the issuing 
insurance company on the sole security of the contract(s) for an amount 
equal to the difference between the cash value of the contract(s) at the 
end of the policy year in which termination of employment occurs and the 
amount of the cash value that is vested in the terminating Participant, 
and the Trustee must transfer the contract(s) endorsed so as to vest in 
the transferee all right, title and interest to the contract(s), free 
and clear of the Trust; subject however, to the restrictions as to 
surrender or payment of benefits as the issuing insurance company may 
permit and the Advisory Committee directs;
 
(c)	If no part of the cash value of the contract(s) is vested in the 
terminating Participant, the Trustee must surrender the contract(s) for 
cash proceeds as may be available. 

In accordance with the written direction of the Advisory Committee, the 
Trustee will make any transfer of contract(s) under this Section 11.02 
on the Participant's annuity starting date (or as soon as 
administratively practicable after that date). The Trustee may not 
transfer any contract under this Section 11.02 which contains a method 
of payment not specifically authorized by Article VI or which fails to 
comply with the joint and survivor annuity requirements, if applicable, 
of Article VI. In this regard, the Trustee either must convert such a 
contract to cash and distribute the cash instead of the contract, or 
before making the transfer, require the issuing company to delete the 
unauthorized method of payment option from the contract. 

11.03	DEFINITIONS. For purposes of this Article XI: 

(a)	"Policy" means an ordinary life insurance contract or a term life 
insurance contract issued by an insurer on the life of a Participant. 

(b)	"Issuing insurance company" is any life insurance company which 
has issued a policy upon application by the Trustee under the terms of 
this Agreement. 

(c)	"Contract" or "Contracts" means a policy of insurance. In the 
event of any conflict between the provisions of this Plan and the terms 
of any contract or policy of insurance issued in accordance with this 
Article XI, the provisions of the Plan control. 

(d)	"Insurable Participant" means a Participant to whom an insurance 
company, upon an application being submitted in accordance with the 
Plan, will issue insurance coverage, either as a standard risk or as a 
risk in an extra mortality classification. 

11.04	DIVIDEND PLAN. The dividend plan is premium reduction unless the 
Advisory Committee directs the Trustee to the contrary. The Trustee must 
use all dividends for a contract to purchase insurance benefits or 
additional insurance benefits for the Participant on whose life the 
insurance company has issued the contract. Furthermore, the Trustee must 
arrange, where possible, for all policies issued on the lives of 
Participants under the Plan to have the same premium due date and all 
ordinary life insurance contracts to contain guaranteed cash values with 
as uniform basic options as are possible to obtain. The term "dividends" 
includes policy dividends, refunds of premiums and other credits. 

11.05	INSURANCE COMPANY NOT A PARTY TO AGREEMENT. No insurance company, 
solely in its capacity as an issuing insurance company, is a party to 
this Agreement nor is the company responsible for its validity. 

11.06	INSURANCE COMPANY NOT RESPONSIBLE FOR TRUSTEE'S ACTIONS. No 
insurance company, solely in its capacity as an issuing insurance 
company, need examine the terms of this Agreement nor is responsible for 
any action taken by the Trustee. 

11.07	INSURANCE COMPANY RELIANCE ON TRUSTEE'S SIGNATURE. For the purpose 
of making application to an insurance company and in the exercise of any 
right or option contained in any policy, the insurance company may rely 
upon the signature of the Trustee and is saved harmless and completely 
discharged in acting at the direction and authorization of the Trustee. 

11.08	ACQUITTANCE. An insurance company is discharged from all liability 
for any amount paid to the Trustee or paid in accordance with the 
direction of the Trustee, and is not obliged to see to the distribution 
or further application of any moneys it so pays. 

11.09	DUTIES OF INSURANCE COMPANY.  Each insurance company must keep 
such  records, make such identification of contracts, funds and accounts 
within funds, and supply such information as may be necessary for the 
proper administration of the Plan under which it is carrying insurance 
benefits. 

Note: The provisions of this Article XI are not applicable, and the Plan 
may not invest in insurance contracts, if a Custodian signatory to the 
Adoption Agreement is a bank which has not acquired trust powers from 
its governing state banking authority.







AGREE/art.11

	ARTICLE XII 
	MISCELLANEOUS 


12.01	EVIDENCE. Anyone required to give evidence under the terms of the 
Plan may do so by certificate, affidavit, document or other information 
which the person to act in reliance may consider pertinent, reliable and 
genuine, and to have been signed, made or presented by the proper party 
or parties. The Advisory Committee and the Trustee are fully protected 
in acting and relying upon any evidence described under the immediately 
preceding sentence.

12.02	NO RESPONSIBILITY FOR EMPLOYER ACTION. Neither the Trustee nor the 
Advisory Committee has any obligation or responsibility with respect to 
any action required by the Plan to be taken by the Employer, any 
Participant or eligible Employee, or for the failure of any of the above 
persons to act or make any payment or contribution, or to otherwise 
provide any benefit contemplated under this Plan. Furthermore, the Plan 
does not require the Trustee or the Advisory Committee to collect any 
contribution required under the Plan, or to determine the correctness of 
the amount of any Employer contribution. Neither the Trustee nor the 
Advisory Committee need inquire into or be responsible for any action or 
failure to act on the part of the others, or on the part of any other 
person who has any responsibility regarding the management, 
administration or operation of the Plan, whether by the express terms of 
the Plan or by a separate agreement authorized by the Plan or by the 
applicable provisions of ERISA. Any action required of a corporate 
Employer must be by its Board of Directors or its designate. 

12.03	FIDUCIARIES NOT INSURERS. The Trustee, the Advisory Committee, the 
Plan Administrator and the Employer in no way guarantee the Trust Fund 
from loss or depreciation. The Employer does not guarantee the payment 
of any money which may be or becomes due to any person from the Trust 
Fund. The liability of the Advisory Committee and the Trustee to make 
any payment from the Trust Fund at any time and all times is limited to 
the then available assets of the Trust. 

12.04	WAIVER OF NOTICE. Any person entitled to notice under the Plan may 
waive the notice, unless the Code or Treasury regulations prescribe the 
notice or ERISA specifically or impliedly prohibits such a waiver. 

12.05	SUCCESSORS. The Plan is binding upon all persons entitled to 
benefits under the Plan, their respective heirs and legal 
representatives, upon the Employer, its successors and assigns, and upon 
the Trustee, the Advisory Committee, the Plan Administrator and their 
successors. 

12.06	WORD USAGE. Words used in the masculine also apply to the feminine 
where applicable, and wherever the context of the Employer's Plan 
dictates, the plural includes the singular and the singular includes the 
plural. 

12.07	STATE LAW. The law of the state of the Employer's principal place 
of business (unless otherwise designated in an addendum to the 
Employer's Adoption Agreement) will determine all questions arising with 
respect to the provisions of this Agreement except to the extent 
superseded by Federal law.

12.08	EMPLOYER'S RIGHT TO PARTICIPATE. If the Employer's Plan fails to 
qualify or to maintain qualification or if the Employer makes any 
amendment or modification to a provision of this Plan (other than a 
proper completion of an elective provision under the Adoption Agreement 
or the attachment of an addendum authorized by the Plan or by the 
Adoption Agreement), the Employer may no longer participate under this 
Prototype Plan. Furthermore, if the Employer no longer is a client of 
the Regional Prototype Sponsor, pursuant to Section 13.03 of the Plan, 
will result in the discontinuance of the Employer's participation in 
this Prototype Plan unless it resumes its client relationship with the 
Regional Prototype Sponsor. If the Employer is not entitled to 
participate under this Prototype Plan, the Employer's Plan is an 
individually-designed plan and the reliance procedures specified in the 
applicable Adoption Agreement no longer will apply.
12.09	EMPLOYMENT NOT GUARANTEED. Nothing contained in this Plan, or with 
respect to the establishment of the Trust, or any modification or 
amendment to the Plan or Trust, or in the creation of any Account, or 
the payment of any benefit, gives any Employee, Employee-Participant or 
any Beneficiary any right to continue employment, any legal or equitable 
right against the Employer, or Employee of the Employer, or against the 
Trustee, or its agents or employees, or against the Plan Administrator, 
except as expressly provided by the Plan, the Trust, ERISA or by a 
separate agreement. 















AGREE/art.12

	ARTICLE XIII 
	EXCLUSIVE BENEFIT, AMENDMENT, TERMINATION 


13.01	EXCLUSIVE BENEFIT. Except as provided under Article III, the 
Employer has no beneficial interest in any asset of the Trust and no 
part of any asset in the Trust may ever revert to or be repaid to an 
Employer, either directly or indirectly; nor, prior to the satisfaction 
of all liabilities with respect to the Participants and their 
Beneficiaries under the Plan, may any part of the corpus or income of 
the Trust Fund, or any asset of the Trust, be (at any time) used for, or 
diverted to, purposes other than the exclusive benefit of the 
Participants or their Beneficiaries. However, if the Commissioner of 
Internal Revenue, upon the Employer's request for initial approval of 
this Plan, determines the Trust created under the Plan is not a 
qualified trust exempt from Federal income tax, then (and only then) the 
Trustee, upon written notice from the Employer, will return the 
Employer's contributions (and increment attributable to the 
contributions) to the Employer. The Trustee must make the return of the 
Employer contribution under this Section 13.01 within one year of a 
final disposition of the Employer's request for initial approval of the 
Plan. The Employer's Plan and Trust will terminate upon the Trustee's 
return of the Employer's contributions. 

13.02	AMENDMENT  BY  EMPLOYER.  The Employer has the right at any time 
and  from time to time: 

(a)	To amend the elective provisions of the Adoption Agreement in any 
manner it deems necessary or advisable in order to qualify (or maintain 
qualification of) this Plan and the Trust created under it under the 
provisions of Code 401(a); 

(b)	To amend the Plan to allow the Plan to operate under a waiver of 
the minimum funding requirement; and 

(c)	To amend this Agreement in any other manner. 

No amendment may authorize or permit any of the Trust Fund (other than 
the part which is required to pay taxes and administration expenses) to 
be used for or diverted to purposes other than for the exclusive benefit 
of the Participants or their Beneficiaries or estates. No amendment may 
cause or permit any portion of the Trust Fund to revert to or become a 
property of the Employer. The Employer also may not make any amendment 
which affects the rights, duties or responsibilities of the Trustee, the 
Plan Administrator or the Advisory Committee without the written consent 
of the affected Trustee, the Plan Administrator or the affected member 
of the Advisory Committee. The Employer must make all amendments in 
writing. Each amendment must state the date to which it is either 
retroactively or prospectively effective. See Section 12.08 for the 
effect of certain amendments adopted by the Employer. 

(A)	Code 411(d)(6) protected benefits. An amendment (including the 
adoption of this Plan as a restatement of an existing plan) may not 
decrease a Participant's Accrued Benefit, except to the extent permitted 
under Code 412(c)(8), and may not reduce or eliminate Code 411(d)(6) 
protected benefits determined immediately prior to the adoption date 
(or, if later, the effective date) of the amendment. An amendment 
reduces or eliminates Code 411(d)(6) protected benefits if the 
amendment has the effect of either (1) eliminating or reducing an early 
retirement benefit or a retirement-type subsidy (as defined in Treasury 
regulations), or (2) except as provided by Treasury regulations, 
eliminating an optional form of benefit. The Advisory Committee must 
disregard an amendment to the extent application of the amendment would 
fail to satisfy this paragraph. If the Advisory Committee must disregard 
an amendment because the amendment would violate clause (1) or clause 
(2), the Advisory Committee must maintain a schedule of the early 
retirement option or other optional forms of benefit the Plan must 
continue for the affected Participants.

13.03	AMENDMENT BY REGIONAL PROTOTYPE PLAN SPONSOR. The Regional 
Prototype Plan Sponsor, without the Employer's consent, may amend the 
Plan and Trust, from time to time, in order to conform the Plan and 
Trust to any requirement for qualification of the Plan and Trust under 
the Internal Revenue Code. The Regional Prototype Plan Sponsor may not 
amend the Plan in any manner which would modify any election made by the 
Employer under the Plan without the Employer's written consent. 
Furthermore, the Regional Prototype Plan Sponsor may not amend the Plan 
in any manner which would violate the proscription of Section 13.02. A 
Trustee does not have the power to amend the Plan or Trust. 

13.04	DISCONTINUANCE. The Employer has the right, at any time, to 
suspend or discontinue its contributions under the Plan, and to 
terminate, at any time, this Plan and the Trust created under this 
Agreement. The Plan will terminate upon the first to occur of the 
following: 

(a)	The date terminated by action of the Employer; 

(b)	The dissolution or merger of the Employer, unless the successor 
makes provision to continue the Plan, in which event the successor must 
substitute itself as the Employer under this Plan. Any termination of 
the Plan resulting from this paragraph (b) is not effective until 
compliance with any applicable notice requirements under ERISA.

13.05	FULL VESTING ON TERMINATION. Upon either full or partial 
termination of the Plan, or, if applicable, upon complete discontinuance 
of profit sharing plan contributions to the Plan, an affected 
Participant's right to his Accrued Benefit is 100% Nonforfeitable, 
irrespective of the Nonforfeitable percentage which otherwise would 
apply under Article V.

13.06	MERGER/DIRECT TRANSFER. The Trustee may not consent to, or be a 
party to, any merger or consolidation with another plan, or to a 
transfer of assets or liabilities to another plan, unless immediately 
after the merger, consolidation or transfer, the surviving Plan provides 
each Participant a benefit equal to or greater than the benefit each 
Participant would have received had the Plan terminated immediately 
before the merger or consolidation or transfer. The Trustee possesses 
the specific authority to enter into merger agreements or direct 
transfer of assets agreements with the trustees of other retirement 
plans described in Code 401(a), including an elective transfer, and to 
accept the direct transfer of plan assets, or to transfer plan assets, 
as a party to any such agreement. 

The Trustee may accept a direct transfer of plan assets on behalf of an 
Employee prior to the date the Employee satisfies the Plan's eligibility 
conditions. If the Trustee accepts such a direct transfer of plan 
assets, the Advisory Committee and Trustee must treat the Employee as a 
Participant for all purposes of the Plan except the Employee is not a 
Participant for purposes of sharing in Employer contributions or 
Participant forfeitures under the Plan until he actually becomes a 
Participant in the Plan. 

(A)	Elective transfers. The Trustee, after August 9, 1988, may not 
consent to, or be a party to a merger, consolidation or transfer of 
assets with a defined benefit plan, except with respect to an elective 
transfer, or unless the transferred benefits are in the form of paid-up 
individual annuity contracts guaranteeing the payment of the transferred 
benefits in accordance with the terms of the transferor plan and in a 
manner consistent with the Code and with ERISA. The Trustee will hold, 
administer and distribute the transferred assets as a part of the Trust 
Fund and the Trustee must maintain a separate Employer contribution 
Account for the benefit of the Employee on whose behalf the Trustee 
accepted the transfer in order to reflect the value of the transferred 
assets. Unless a transfer of assets to this Plan is an elective 
transfer, the Plan will preserve all Code 411(d)(6) protected benefits 
with respect to those transferred assets, in the manner described in 
Section 13.02. A transfer is an elective transfer if: (1) the transfer 
satisfies the first paragraph of this Section 13.06; (2) the transfer is 
voluntary, under a fully informed election by the Participant; (3) the 
Participant has an alternative that retains his Code 411(d)(6) 
protected benefits (including an option to leave his benefit in the 
transferor plan, if that plan is not terminating); (4) the transfer 
satisfies the applicable spousal consent requirements of the Code; (5) 
the transferor plan satisfies the joint and survivor notice requirements 
of the Code, if the Participant's transferred benefit is subject to 
those requirements; (6) the Participant has a right to immediate 
distribution from the transferor plan, in lieu of the elective transfer; 
(7) the transferred benefit is at least the greater of the single sum 
distribution provided by the transferor plan for which the Participant 
is eligible or the present value of the Participant's accrued benefit 
under the transferor plan payable at that plan's normal retirement age; 
(8) the Participant has a 100% Nonforfeitable interest in the 
transferred benefit; and (9) the transfer otherwise satisfies applicable 
Treasury regulations. An elective transfer may occur between qualified 
plans of any type. Any direct transfer of assets from a defined benefit 
plan after August 9, 1988, which does not satisfy the requirements of 
this paragraph will render the Employer's Plan individually-designed. 
See Section 12.08.

(B)	Distribution restrictions under Code 401(k). If the Plan receives 
a direct transfer (by merger or otherwise) of elective contributions (or 
amounts treated as elective contributions) under a Plan with a Code 
401(k) arrangement, the distribution restrictions of Code 401(k)(2) 
and (10) continue to apply to those transferred elective contributions.

13.07	TERMINATION. 

(A)	Procedure. Upon termination of the Plan, the distribution 
provisions of Article VI remain operative, with the following 
exceptions:

(1) if the present value of the Participant's Nonforfeitable Accrued 
Benefit does not exceed $3,500, the Advisory Committee will direct the 
Trustee to distribute the Participant's Nonforfeitable Accrued Benefit 
to him in lump sum as soon as administratively practicable after the 
Plan terminates; and

(2) if the present value of the Participant's Nonforfeitable Accrued 
Benefit exceeds $3,500, the Participant or the Beneficiary, in addition 
to the distribution events permitted under Article VI, may elect to have 
the Trustee commence distribution of his Nonforfeitable Accrued Benefit 
as soon as administratively practicable after the Plan terminates. 

To liquidate the Trust, the Advisory Committee will purchase a deferred 
annuity contract for each Participant which protects the Participant's 
distribution rights under the Plan, if the Participant's Nonforfeitable 
Accrued Benefit exceeds $3,500 and the Participant does not elect an 
immediate distribution pursuant to Paragraph (2). 

If the Employer's Plan is a profit sharing plan, in lieu of the 
preceding provisions of this Section 13.07 and the distribution 
provisions of Article VI, the Advisory Committee will direct the Trustee 
to distribute each Participant's Nonforfeitable Accrued Benefit, in lump 
sum, as soon as administratively practicable after the termination of 
the Plan, irrespective of the present value of the Participant's 
Nonforfeitable Accrued Benefit and whether the Participant consents to 
that distribution. This paragraph does not apply if: (1) the Plan 
provides an annuity option; or (2) as of the period between the Plan 
termination date and the final distribution of assets, the Employer 
maintains any other defined contribution plan (other than an ESOP). The 
Employer, in an addendum to its Adoption Agreement numbered 13.07, may 
elect not to have this paragraph apply.

The Trust will continue until the Trustee in accordance with the 
direction of the Advisory Committee has distributed all of the benefits 
under the Plan. On each valuation date, the Advisory Committee will 
credit any part of a Participant's Accrued Benefit retained in the Trust 
with its proportionate share of the Trust's income, expenses, gains and 
losses, both realized and unrealized. Upon termination of the Plan, the 
amount, if any, in a suspense account under Article III will revert to 
the Employer, subject to the conditions of the Treasury regulations 
permitting such a reversion. A resolution or amendment to freeze all 
future benefit accrual but otherwise to continue maintenance of this 
Plan, is not a termination for purposes of this Section 13.07.

(B)	Distribution restrictions under Code 401(k). If the Employer's 
Plan includes a Code 401(k) arrangement or if transferred assets 
described in Section 13.06 are subject to the distribution restrictions 
of Code 401(k)(2) and (10), the special distribution provisions of 
this Section 13.07 are subject to the restrictions of this paragraph. 
The portion of the Participant's Nonforfeitable Accrued Benefit 
attributable to elective contributions (or to amounts treated under the 
Code 401(k) arrangement as elective contributions) is not distributable 
on account of Plan termination, as described in this Section 13.07, 
unless: (a) the Participant otherwise is entitled under the Plan to a 
distribution of that portion of his Nonforfeitable Accrued Benefit; or 
(b) the Plan termination occurs without the establishment of a successor 
plan.  A successor plan under clause (b) is a defined contribution plan 
(other than an ESOP) maintained by the Employer (or by a related 
employer) at the time of the termination of the Plan or within the 
period ending twelve months after the final distribution of assets. A 
distribution made after March 31, 1988, pursuant to clause (b), must be 
part of a lump sum distribution to the Participant of his Nonforfeitable 
Accrued Benefit.

*







AGREE/art.13

	ARTICLE XIV
	CODE 401(k) AND CODE 401(m) ARRANGEMENTS

14.01 APPLICATION. This Article XIV applies to an Employer's Plan only 
if the Employer is maintaining its Plan under a Code 401(k) Adoption 
Agreement.

14.02 CODE 401(k) ARRANGEMENT. The Employer will elect in Section 3.01 
of its Adoption Agreement the terms of the Code 401(k) arrangement, if 
any, under the Plan. If the Employer's Plan is a Standardized Plan, the 
Code 401(k) arrangement must be a salary reduction arrangement. If the 
Employer's Plan is a Nonstandardized Plan, the Code 401(k) arrangement 
may be a salary reduction arrangement or a cash or deferred arrangement.

(A)	Salary Reduction Arrangement. If the Employer elects a salary 
reduction arrangement, any Employee eligible to participate in the Plan 
may file a salary reduction agreement with the Advisory Committee. The 
salary reduction agreement may not be effective earlier than the 
following date which occurs last: (i) the Employee's Plan Entry Date 
(or, in the case of a reemployed Employee, his reparticipation date 
under Article II); (ii) the execution date of the Employee's salary 
reduction agreement; (iii) the date the Employer adopts the Code 401(k) 
arrangement by executing the Adoption Agreement; or (iv) the effective 
date of the Code 401(k) arrangement, as specified in the Employer's 
Adoption Agreement. Regarding clause (i), an Employee subject to the 
Break in Service rule of Section 2.03(B) of the Plan may not enter into 
a salary reduction agreement until the Employee has completed a 
sufficient number of Hours of Service to receive credit for a Year of 
Service (as defined in Section 2.02) following his reemployment 
commencement date. A salary reduction agreement must specify the amount 
of Compensation (as defined in Section 1.12) or percentage of 
Compensation the Employee wishes to defer. The salary reduction 
agreement will apply only to Compensation which becomes currently 
available to the Employee after the effective date of the salary 
reduction agreement. The Employer will apply a reduction election to all 
Compensation (and to increases in such Compensation) unless the Employee 
specifies in his salary reduction agreement to limit the election to 
certain Compensation. The Employer will specify in Adoption Agreement 
Section 3.01 the rules and restrictions applicable to the Employees 
salary reduction agreements.

(B)	Cash or deferred arrangement. If the Employer elects a cash or 
deferred arrangement, a Participant may elect to make a cash election 
against his proportionate share of the Employer's Cash or Deferred 
Contribution, in accordance with the Employer's elections in Adoption 
Agreement Section 3.01. A Participant's proportionate share of the 
Employer's Cash or Deferred Contribution is the percentage of the total 
Cash or Deferred Contribution which bears the same ratio that the 
Participant's Compensation for the Plan Year bears to the total 
Compensation of all Participants for the Plan Year. For purposes of 
determining each Participant's proportionate share of the Cash or 
Deferred Contribution, a Participant's Compensation is his Compensation 
as determined under Section 1.12 of the Plan (as modified by Section 
3.06 for allocation purposes), excluding any effect the proportionate 
share may have on the Participant's Compensation for the Plan Year. The 
Advisory Committee will determine the proportionate share prior to the 
Employer's actual contribution to the Trust, to provide the Participants 
the opportunity to file cash elections. The Employer will pay directly 
to the Participant the portion of his proportionate share the 
Participant has elected to receive in cash.

(C)	Election not to participate. A Participant's or Employee's 
election not to participate, pursuant to Section 2.06, includes his 
right to enter into a salary reduction agreement or to share in the 
allocation of a Cash or Deferred Contribution, unless the Participant or 
Employee limits the effect of the election to the non-401(k) portions of 
the Plan.

14.03 DEFINITIONS. For purposes of this Article XIV:

(a)	"Highly Compensated Employee" means an Eligible Employee who 
satisfies the definition in Section 1.09 of the Plan. Family members 
aggregated as a single Employee under Section 1.09 constitute a single 
Highly Compensated Employee, whether a particular family member is a 
Highly Compensated Employee or a Nonhighly Compensated Employee without 
the application of family aggregation.
(b)	"Nonhighly Compensated Employee" means an Eligible Employee who is 
not a Highly Compensated Employee and who is not a family member treated 
as a Highly Compensated Employee.

(c)	"Eligible Employee" means, for purposes of the ADP test described 
in Section 14.08, an Employee who is eligible to enter into a salary 
reduction agreement for the Plan Year, irrespective of whether he 
actually enters into such an agreement, and a Participant who is 
eligible for an allocation of the Employer's Cash or Deferred 
Contribution for the Plan Year. For purposes of the ACP test described 
in Section 14.09, an "Eligible Employee" means a Participant who is 
eligible to receive an allocation of matching contributions (or would be 
eligible if he made the type of contributions necessary to receive an 
allocation of matching contributions) and a Participant who is eligible 
to make nondeductible contributions, irrespective of whether he actually 
makes nondeductible contributions. An Employee continues to be an 
Eligible Employee during a period the Plan suspends the Employee's right 
to make elective deferrals or nondeductible contributions following a 
hardship distribution.

(d)	"Highly Compensated Group" means the group of Eligible Employees 
who are Highly Compensated Employees for the Plan Year.

(e)	"Nonhighly Compensated Group" means the group of Eligible 
Employees who are Nonhighly Compensated Employees for the Plan Year.

(f)	"Compensation" means, except as specifically provided in this 
Article XIV, Compensation as defined for nondiscrimination purposes in 
Section 1.12(B) of the Plan. To compute an Employee's ADP or ACP, the 
Advisory Committee may limit Compensation taken into account to 
Compensation received only for the portion of the Plan Year in which the 
Employee was an Eligible Employee and only for the portion of the Plan 
Year in which the Plan or the Code 401(k) arrangement was in effect. 

(g)	"Deferral contributions" are Salary Reduction Contributions and 
Cash or Deferred Contributions the Employer contributes to the Trust on 
behalf of an Eligible Employee, irrespective of whether, in the case of 
Cash or Deferred Contributions, the contribution is at the election of 
the Employee. For Salary Reduction Contributions, the terms "deferral 
contributions" and "elective deferrals" have the same meaning.

(h)	"Elective deferrals" are all Salary Reduction Contributions and 
that portion of any Cash or Deferred Contribution which the Employer 
contributes to the Trust at the election of an Eligible Employee. Any 
portion of a Cash or Deferred Contribution contributed to the Trust 
because of the Employee's failure to make a cash election is an elective 
deferral. However, any portion of a Cash or Deferred Contribution over 
which the Employee does not have a cash election is not an elective 
deferral. Elective deferrals do not include amounts which have become 
currently available to the Employee prior to the election nor amounts 
designated as nondeductible contributions at the time of deferral or 
contribution.

(i)	"Matching contributions" are contributions made by the Employer on 
account of elective deferrals under a Code 401(k) arrangement or on 
account of employee contributions. Matching contributions also include 
Participant forfeitures allocated on account of such elective deferrals 
or employee contributions.

(j)	"Nonelective contributions" are contributions made by the Employer 
which are not subject to a deferral election by an Employee and which 
are not matching contributions.

(k)	"Qualified matching contributions" are matching contributions 
which are 100% Nonforfeitable at all times and which are subject to the 
distribution restrictions described in paragraph (m). Matching 
contributions are not 100% Nonforfeitable at all times if the Employee 
has a 100% Nonforfeitable interest because of his Years of Service taken 
into account under a vesting schedule. Any matching contributions 
allocated to a Participant's Qualified Matching Contributions Account 
under the Plan automatically satisfy the definition of qualified 
matching contributions.

(l)	"Qualified nonelective contributions" are nonelective 
contributions which are 100% Nonforfeitable at all times and which are 
subject to the distribution restrictions described in paragraph (m). 
Nonelective contributions are not 100% Nonforfeitable at all times if 
the Employee has a 100% Nonforfeitable interest because of his Years of 
Service taken into account under a vesting schedule. Any nonelective 
contributions allocated to a Participant's Qualified Nonelective 
Contributions Account under the Plan automatically satisfy the 
definition of qualified nonelective contributions.

(m)	"Distribution restrictions" means the Employee may not receive a 
distribution of the specified contributions (nor earnings on those 
contributions) except in the event of (1) the Participant's death, 
disability, termination of employment or attainment of age 591/2, (2) 
financial hardship satisfying the requirements of Code 401(k) and the 
applicable Treasury regulations, (3) a plan termination, without 
establishment of a successor defined contribution plan (other than an 
ESOP), (4) a sale of substantially all of the assets (within the meaning 
of Code 409(d)(2)) used in a trade or business, but only to an employee 
who continues employment with the corporation acquiring those assets, or 
(5) a sale by a corporation of its interest in a subsidiary (within the 
meaning of Code 409(d)(3)), but only to an employee who continues 
employment with the subsidiary. For Plan Years beginning after December 
31, 1988, a distribution on account of financial hardship, as described 
in clause (2), may not include earnings on elective deferrals credited 
as of a date later than December 31, 1988, and may not include qualified 
matching contributions and qualified nonelective contributions, nor any 
earnings on such contributions, credited after December 31, 1988. A plan 
does not violate the distribution restrictions if, instead of the 
December 31, 1988, date in the preceding sentence the plan specifies a 
date not later than the end of the last Plan Year ending before July 1, 
1989. A distribution described in clauses (3), (4) or (5), if made after 
March 31, 1988, must be a lump sum distribution, as required under Code 
401(k)(10).

(n)	"Employee contributions" are contributions made by a Participant 
on an after-tax basis, whether voluntary or mandatory, and designated, 
at the time of contribution, as an employee (or nondeductible) 
contribution. Elective deferrals and deferral contributions are not 
employee contributions. Participant nondeductible contributions, made 
pursuant to Section 4.01 of the Plan, are employee contributions.

14.04  MATCHING CONTRIBUTIONS/EMPLOYEE CONTRIBUTIONS. The Employer may 
elect in Adoption Agreement Section 3.01 to provide matching 
contributions. The Employer also may elect in Adoption Agreement Section 
4.01 to permit or to require a Participant to make nondeductible 
contributions.

(A)	Mandatory contributions. Any Participant nondeductible 
contributions eligible for matching contributions are mandatory 
contributions. The Advisory Committee will maintain a separate 
accounting, pursuant to Section 4.06 of the Plan, to reflect the 
Participant's Accrued Benefit derived from his mandatory contributions. 
The Employer, under Adoption Agreement Section 4.05, may prescribe 
special distribution restrictions which will apply to the Mandatory 
Contributions Account prior to the Participant's Separation from 
Service. Following his Separation from Service, the general distribution 
provisions of Article VI apply to the distribution of the Participant's 
Mandatory Contributions Account.

14.05 TIME OF PAYMENT OF CONTRIBUTIONS. The Employer must make Salary 
Reduction Contributions to the Trust within an administratively 
reasonable period of time after withholding the corresponding 
Compensation from the Participant. Furthermore, the Employer must make 
Salary Reduction Contributions, Cash or Deferred Contributions, Employer 
matching contributions (including qualified Employer matching 
contributions) and qualified Employer nonelective contributions no later 
than the time prescribed by the Code or by applicable Treasury 
regulations. Salary Reduction Contributions and Cash or Deferred 
Contributions are Employer contributions for all purposes under this 
Plan, except to the extent the Code or Treasury regulations prohibit the 
use of these contributions to satisfy the qualification requirements of 
the Code.

14.06 SPECIAL ALLOCATION PROVISIONS - DEFERRAL CONTRIBUTIONS, MATCHING 
CONTRIBUTIONS AND QUALIFIED NONELECTIVE CONTRIBUTIONS. To make 
allocations under the Plan, the Advisory Committee must establish a 
Deferral Contributions Account, a Qualified Matching Contributions 
Account, a Regular Matching Contributions Account, a Qualified 
Nonelective Contributions Account and an Employer Contributions Account 
for each Participant.

(A)	Deferral contributions. The Advisory Committee will allocate to 
each Participant's Deferral Contributions Account the amount of Deferral 
Contributions the Employer makes to the Trust on behalf of the 
Participant. The Advisory Committee will make this allocation as of the 
last day of each Plan Year unless, in Adoption Agreement Section 3.04, 
the Employer elects more frequent allocation dates for salary reduction 
contributions. 

(B)	Matching contributions. The Employer must specify in its Adoption 
Agreement whether the Advisory Committee will allocate matching 
contributions to the Qualified Matching Contributions Account or to the 
Regular Matching Contributions Account of each Participant. The Advisory 
Committee will make this allocation as of the last day of each Plan Year 
unless, in Adoption Agreement Section 3.04, the Employer elects more 
frequent allocation dates for matching contributions.

(1)	To the extent the Employer makes matching contributions under a 
fixed matching contribution formula, the Advisory Committee will 
allocate the matching contribution to the Account of the Participant on 
whose behalf the Employer makes that contribution. A fixed matching 
contribution formula is a formula under which the Employer contributes a 
certain percentage or dollar amount on behalf of a Participant based on 
that Participant's deferral contributions or nondeductible contributions 
eligible for a match, as specified in Section 3.01 of the Employer's 
Adoption Agreement. The Employer may contribute on a Participant's 
behalf under a specific matching contribution formula only if the 
Participant satisfies the accrual requirements for matching 
contributions specified in Section 3.06 of the Employer's Adoption 
Agreement and only to the extent the matching contribution does not 
exceed the Participant's annual additions limitation in Part 2 of 
Article III.

(2)	To the extent the Employer makes matching contributions under a 
discretionary formula, the Advisory Committee will allocate the 
discretionary matching contributions to the Account of each Participant 
who satisfies the accrual requirements for matching contributions 
specified in Section 3.06 of the Employer's Adoption Agreement. The 
allocation of discretionary matching contributions to a Participant's 
Account is in the same proportion that each Participant's eligible 
contributions bear to the total eligible contributions of all 
Participants. If the discretionary formula is a tiered formula, the 
Advisory Committee will make this allocation separately with respect to 
each tier of eligible contributions, allocating in such manner the 
amount of the matching contributions made with respect to that tier. 
"Eligible contributions" are the Participant's deferral contributions or 
nondeductible contributions eligible for an allocation of matching 
contributions, as specified in Section 3.01 of the Employer's Adoption 
Agreement.

If the matching contribution formula applies both to deferral 
contributions and to Participant nondeductible contributions, the 
matching contributions apply first to deferral contributions. 
Furthermore, the matching contribution formula does not apply to 
deferral contributions that are excess deferrals under Section 14.07. 
For this purpose: (a) excess deferrals relate first to deferral 
contributions for the Plan Year not otherwise eligible for a matching 
contribution; and (2) if the Plan Year is not a calendar year, the 
excess deferrals for a Plan Year are the last elective deferrals made 
for a calendar year. Under a Standardized Plan, an Employee forfeits any 
matching contribution attributable to an excess contribution or to an 
excess aggregate contribution, unless distributed pursuant to Sections 
14.08 or 14.09. Under a Nonstandardized Plan, this forfeiture rule 
applies only if specified in Adoption Agreement Section 3.06. The 
provisions of Section 3.05 govern the treatment of any forfeiture 
described in this paragraph, and the Advisory Committee will compute a 
Participant's ACP under 14.09 by disregarding the forfeiture.

(C)	Qualified nonelective contributions. If the Employer, at the time 
of contribution, designates a contribution to be a qualified nonelective 
contribution for the Plan Year, the Advisory Committee will allocate 
that qualified nonelective contribution to the Qualified Nonelective 
Contributions Account of each Participant eligible for an allocation of 
that designated contribution, as specified in Section 3.04 of the 
Employer's Adoption Agreement. The Advisory Committee will make the 
allocation to each eligible Participant's Account in the same ratio that 
the Participant's Compensation for the Plan Year bears to the total 
Compensation of all eligible Participants for the Plan Year. The 
Advisory Committee will determine a Participant's Compensation in 
accordance with the general definition of Compensation under Section 
1.12 of the Plan, as modified by the Employer in Sections 1.12 and 3.06 
of its Adoption Agreement.

(D)	Nonelective contributions. To the extent the Employer makes 
nonelective contributions for the Plan Year which, at the time of 
contribution, it does not designate as qualified nonelective 
contributions, the Advisory Committee will allocate those contributions 
in accordance with the elections under Section 3.04 of the Employer's 
Adoption Agreement. For purposes of the special nondiscrimination tests 
described in Sections 14.08 and 14.09, the Advisory Committee may treat 
nonelective contributions allocated under this paragraph as qualified 
nonelective contributions, if the contributions otherwise satisfy the 
definition of qualified nonelective contributions.

14.07 ANNUAL ELECTIVE DEFERRAL LIMITATION. 

(A)	Annual Elective Deferral Limitation. An Employee's elective 
deferrals for a calendar year beginning after December 31, 1986, may not 
exceed the 402(g) limitation. The 402(g) limitation is the greater of 
$7,000 or the adjusted amount determined by the Secretary of the 
Treasury. If, pursuant to a salary reduction agreement or pursuant to a 
cash or deferral election, the Employer determines the Employee's 
elective deferrals to the Plan for a calendar year would exceed the 
402(g) limitation, the Employer will suspend the Employee's salary 
reduction agreement, if any, until the following January 1 and pay in 
cash the portion of a cash or deferral election which would result in 
the Employee's elective deferrals for the calendar year exceeding the 
402(g) limitation. If the Advisory Committee determines an Employee's 
elective deferrals already contributed to the Plan for a calendar year 
exceed the 402(g) limitation, the Advisory Committee will distribute the 
amount in excess of the 402(g) limitation (the "excess deferral"), as 
adjusted for allocable income, no later than April 15 of the following 
calendar year. If the Advisory Committee distributes the excess deferral 
by the appropriate April 15, it may make the distribution irrespective 
of any other provision under this Plan or under the Code. The Advisory 
Committee will reduce the amount of excess deferrals for a calendar year 
distributable to the Employee by the amount of excess contributions (as 
determined in Section 14.08), if any, previously distributed to the 
Employee for the Plan Year beginning in that calendar year.

If an Employee participates in another plan under which he makes 
elective deferrals pursuant to a Code 401(k) arrangement, elective 
deferrals under a Simplified Employee Pension, or salary reduction 
contributions to a tax-sheltered annuity, irrespective of whether the 
Employer maintains the other plan, he may provide the Advisory Committee 
a written claim for excess deferrals made for a calendar year. The 
Employee must submit the claim no later than the March 1 following the 
close of the particular calendar year and the claim must specify the 
amount of the Employee's elective deferrals under this Plan which are 
excess deferrals. If the Advisory Committee receives a timely claim, it 
will distribute the excess deferral (as adjusted for allocable income) 
the Employee has assigned to this Plan, in accordance with the 
distribution procedure described in the immediately preceding paragraph. 

(B)	Allocable income. For purposes of making a distribution of excess 
deferrals pursuant to this Section 14.07, allocable income means net 
income or net loss allocable to the excess deferrals for the calendar 
year in which the Employee made the excess deferral, determined in a 
manner which is uniform, nondiscriminatory and reasonably reflective of 
the manner used by the Plan to allocate income to Participants' 
Accounts.
14.08 ACTUAL DEFERRAL PERCENTAGE ("ADP") TEST. For each Plan Year, the 
Advisory Committee must determine whether the Plan's Code 401(k) 
arrangement satisfies either of the following ADP tests: 

(i) The average ADP for the Highly Compensated Group does not exceed 
1.25 times the average ADP of the Nonhighly Compensated Group; or

(ii) The average ADP for the Highly Compensated Group does not exceed 
the average ADP for the Nonhighly Compensated Group by more than two 
percentage points (or the lesser percentage permitted by the multiple 
use limitation in Section 14.10) and the average ADP for the Highly 
Compensated Group is not more than twice the average ADP for the 
Nonhighly Compensated Group.

(A)	Calculation of ADP. The average ADP for a group is the average of 
the separate ADPs calculated for each Eligible Employee who is a member 
of that group. An Eligible Employee's ADP for a Plan Year is the ratio 
of the Eligible Employee's deferral contributions for the Plan Year to 
the Employee's Compensation for the Plan Year. For aggregated family 
members treated as a single Highly Compensated Employee, the ADP of the 
family unit is the ADP determined by combining the deferral 
contributions and Compensation of all aggregated family members. A 
Nonhighly Compensated Employee's ADP does not include elective deferrals 
made to this Plan or to any other Plan maintained by the Employer, to 
the extent such elective deferrals exceed the 402(g) limitation 
described in Section 14.07(A). 

The Advisory Committee, in a manner consistent with Treasury 
regulations, may determine the ADPs of the Eligible Employees by taking 
into account qualified nonelective contributions or qualified matching 
contributions, or both, made to this Plan or to any other qualified Plan 
maintained by the Employer. The Advisory Committee may not include 
qualified nonelective contributions in the ADP test unless the 
allocation of nonelective contributions is nondiscriminatory when the 
Advisory Committee takes into account all nonelective contributions 
(including the qualified nonelective contributions) and also when the 
Advisory Committee takes into account only the nonelective contributions 
not used in either the ADP test described in this Section 14.08 or the 
ACP test described in Section 14.09. For Plan Years beginning after 
December 31, 1989, the Advisory Committee may not include in the ADP 
test any qualified nonelective contributions or qualified matching 
contributions under another qualified plan unless that plan has the same 
plan year as this Plan. The Advisory Committee must maintain records to 
demonstrate compliance with the ADP test, including the extent to which 
the Plan used qualified nonelective contributions or qualified matching 
contributions to satisfy the test.

For Plan Years beginning prior to January 1, 1992, the Advisory 
Committee may elect to apply a separate ADP test to each component group 
under the Plan. Each component group separately must satisfy the 
commonality requirement of the Code 401(k) regulations and the minimum 
coverage requirements of Code 410(b). A component group consists of all 
the allocations and other benefits, rights and features provided that 
group of Employees. An Employee may not be part of more than one 
component group. The correction rules described in this Section 14.08 
apply separately to each component group.

(B)	Special aggregation rule for Highly Compensated Employees. To 
determine the ADP of any Highly Compensated Employee, the deferral 
contributions taken into account must include any elective deferrals 
made by the Highly Compensated Employee under any other Code 401(k) 
arrangement maintained by the Employer, unless the elective deferrals 
are to an ESOP. If the plans containing the Code 401(k) arrangements 
have different plan years, the Advisory Committee will determine the 
combined deferral contributions on the basis of the plan years ending in 
the same calendar year. 

(C)	Aggregation of certain Code 401(k) arrangements. If the Employer 
treats two plans as a unit for coverage or nondiscrimination purposes, 
the Employer must combine the Code 401(k) arrangements under such plans 
to determine whether either plan satisfies the ADP test. This 
aggregation rule applies to the ADP determination for all Eligible 
Employees, irrespective of whether an Eligible Employee is a Highly 
Compensated Employee or a Nonhighly Compensated Employee. For Plan Years 
beginning after December 31, 1989, an aggregation of Code 401(k) 
arrangements under this paragraph does not apply to plans which have 
different plan years and, for Plan Years beginning after December 31, 
1988, the Advisory Committee may not aggregate an ESOP (or the ESOP 
portion of a plan) with a non-ESOP plan (or non-ESOP portion of a plan). 

(D)	Characterization of excess contributions. If, pursuant to this 
Section 14.08, the Advisory Committee has elected to include qualified 
matching contributions in the average ADP, the Advisory Committee will 
treat excess contributions as attributable proportionately to deferral 
contributions and to qualified matching contributions allocated on the 
basis of those deferral contributions. If the total amount of a Highly 
Compensated Employee's excess contributions for the Plan Year exceeds 
his deferral contributions or qualified matching contributions for the 
Plan Year, the Advisory Committee will treat the remaining portion of 
his excess contributions as attributable to qualified nonelective 
contributions. The Advisory Committee will reduce the amount of excess 
contributions for a Plan Year distributable to a Highly Compensated 
Employee by the amount of excess deferrals (as determined in Section 
14.07), if any, previously distributed to that Employee for the 
Employee's taxable year ending in that Plan Year.

(E)	Distribution of excess contributions. If the Advisory Committee 
determines the Plan fails to satisfy the ADP test for a Plan Year, it 
must distribute the excess contributions, as adjusted for allocable 
income, during the next Plan Year. However, the Employer will incur an 
excise tax equal to 10% of the amount of excess contributions for a Plan 
Year not distributed to the appropriate Highly Compensated Employees 
during the first 21/2 months of that next Plan Year. The excess 
contributions are the amount of deferral contributions made by the 
Highly Compensated Employees which causes the Plan to fail to satisfy 
the ADP test. The Advisory Committee will distribute to each Highly 
Compensated Employee his respective share of the excess contributions. 
The Advisory Committee will determine the respective shares of excess 
contributions by starting with the Highly Compensated Employee(s) who 
has the greatest ADP, reducing his ADP (but not below the next highest 
ADP), then, if necessary, reducing the ADP of the Highly Compensated 
Employee(s) at the next highest ADP level (including the ADP of the 
Highly Compensated Employee(s) whose ADP the Advisory Committee already 
has reduced), and continuing in this manner until the average ADP for 
the Highly Compensated Group satisfies the ADP test. If the Highly 
Compensated Employee is part of an aggregated family group, the Advisory 
Committee, in accordance with the applicable Treasury regulations, will 
determine each aggregated family member's allocable share of the excess 
contributions assigned to the family unit.

(F)	Allocable income. To determine the amount of the corrective 
distribution required under this Section 14.08, the Advisory Committee 
must calculate the allocable income for the Plan Year in which the 
excess contributions arose. "Allocable income" means net income or net 
loss. To calculate allocable income for the Plan Year, the Advisory 
Committee will use a uniform and nondiscriminatory method which 
reasonably reflects the manner used by the Plan to allocate income to 
Participants' Accounts.

14.09 NONDISCRIMINATION RULES FOR EMPLOYER MATCHING 
CONTRIBUTIONS/PARTICIPANT NONDEDUCTIBLE CONTRIBUTIONS. For Plan Years 
beginning after December 31, 1986, the Advisory Committee must determine 
whether the annual Employer matching contributions (other than qualified 
matching contributions used in the ADP under Section 14.08), if any, and 
the Employee contributions, if any, satisfy either of the following 
average contribution percentage ("ACP") tests:

(i)	The ACP for the Highly Compensated Group does not exceed 1.25 
times the ACP of the Nonhighly Compensated Group; or

(ii)	The ACP for the Highly Compensated Group does not exceed the ACP 
for the Nonhighly Compensated Group by more than two percentage points 
(or the lesser percentage permitted by the multiple use limitation in 
Section 14.10) and the ACP for the Highly Compensated Group is not more 
than twice the ACP for the Nonhighly Compensated Group.

(A)	Calculation of ACP. The average contribution percentage for a 
group is the average of the separate contribution percentages calculated 
for each Eligible Employee who is a member of that group. An Eligible 
Employee's contribution percentage for a Plan Year is the ratio of the 
Eligible Employee's aggregate contributions for the Plan Year to the 
Employee's Compensation for the Plan Year. "Aggregate contributions" are 
Employer matching contributions (other than qualified matching 
contributions used in the ADP test under Section 14.08) and employee 
contributions (as defined in Section 14.03). For aggregated family 
members treated as a single Highly Compensated Employee, the 
contribution percentage of the family unit is the contribution 
percentage determined by combining the aggregate contributions and 
Compensation of all aggregated family members. 

The Advisory Committee, in a manner consistent with Treasury 
regulations, may determine the contribution percentages of the Eligible 
Employees by taking into account qualified nonelective contributions 
(other than qualified nonelective contributions used in the ADP test 
under Section 14.08) or elective deferrals, or both, made to this Plan 
or to any other qualified Plan maintained by the Employer. The Advisory 
Committee may not include qualified nonelective contributions in the ACP 
test unless the allocation of nonelective contributions is 
nondiscriminatory when the Advisory Committee takes into account all 
nonelective contributions (including the qualified nonelective 
contributions) and also when the Advisory Committee takes into account 
only the nonelective contributions not used in either the ADP test 
described in Section 14.08 or the ACP test described in this Section 
14.09. The Advisory Committee may not include elective deferrals in the 
ACP test, unless the Plan which includes the elective deferrals 
satisfies the ADP test both with and without the elective deferrals 
included in this ACP test. For Plan Years beginning after December 31, 
1989, the Advisory Committee may not include in the ACP test any 
qualified nonelective contributions or elective deferrals under another 
qualified plan unless that plan has the same plan year as this Plan. The 
Advisory Committee must maintain records to demonstrate compliance with 
the ACP test, including the extent to which the Plan used qualified 
nonelective contributions or elective deferrals to satisfy the test. For 
Plan Years beginning prior to January 1, 1992, the component group 
testing rule permitted under  Section 14.08(A) also applies to the ACP 
test under this Section 14.09.

(B)	Special aggregation rule for Highly Compensated Employees. To 
determine the contribution percentage of any Highly Compensated 
Employee, the aggregate contributions taken into account must include 
any matching contributions (other than qualified matching contributions 
used in the ADP test) and any Employee contributions made on his behalf 
to any other plan maintained by the Employer, unless the other plan is 
an ESOP. If the plans have different plan years, the Advisory Committee 
will determine the combined aggregate contributions on the basis of the 
plan years ending in the same calendar year. 

(C)	Aggregation of certain plans. If the Employer treats two plans as 
a unit for coverage or nondiscrimination purposes, the Employer must 
combine the plans to determine whether either plan satisfies the ACP 
test. This aggregation rule applies to the contribution percentage 
determination for all Eligible Employees, irrespective of whether an 
Eligible Employee is a Highly Compensated Employee or a Nonhighly 
Compensated Employee. For Plan Years beginning after December 31, 1989, 
an aggregation of plans under this paragraph does not apply to plans 
which have different plan years and, for Plan Years beginning after 
December 31, 1988, the Advisory Committee may not aggregate an ESOP (or 
the ESOP portion of a plan) with a non-ESOP plan (or non-ESOP portion of 
a plan).

(D)	Distribution of excess aggregate contributions. The Advisory 
Committee will determine excess aggregate contributions after 
determining excess deferrals under Section 14.07 and excess 
contributions under Section 14.08. If the Advisory Committee determines 
the Plan fails to satisfy the ACP test for a Plan Year, it must 
distribute the excess aggregate contributions, as adjusted for allocable 
income, during the next Plan Year. However, the Employer will incur an 
excise tax equal to 10% of the amount of excess aggregate contributions 
for a Plan Year not distributed to the appropriate Highly Compensated 
Employees during the first 21/2 months of that next Plan Year. The 
excess aggregate contributions are the amount of aggregate contributions 
allocated on behalf of the Highly Compensated Employees which causes the 
Plan to fail to satisfy the ACP test. The Advisory Committee will 
distribute to each Highly Compensated Employee his respective share of 
the excess aggregate contributions. The Advisory Committee will 
determine the respective shares of excess aggregate contributions by 
starting with the Highly Compensated Employee(s) who has the greatest 
contribution percentage, reducing his contribution percentage (but not 
below the next highest contribution percentage), then, if necessary, 
reducing the contribution percentage of the Highly Compensated 
Employee(s) at the next highest contribution percentage level (including 
the contribution percentage of the Highly Compensated Employee(s) whose 
contribution percentage the Advisory Committee already has reduced), and 
continuing in this manner until the ACP for the Highly Compensated Group 
satisfies the ACP test. If the Highly Compensated Employee is part of an 
aggregated family group, the Advisory Committee, in accordance with the 
applicable Treasury regulations, will determine each aggregated family 
member's allocable share of the excess aggregate contributions assigned 
to the family unit.

(E)	Allocable income. To determine the amount of the corrective 
distribution required under this Section 14.09, the Advisory Committee 
must calculate the allocable income for the Plan Year in which the 
excess aggregate contributions arose. "Allocable income" means net 
income or net loss. The Advisory Committee will determine allocable 
income in the same manner as described in Section 14.08(F) for excess 
contributions.

(F)	Characterization of excess aggregate contributions. The Advisory 
Committee will treat a Highly Compensated Employee's allocable share of 
excess aggregate contributions in the following priority: (1) first as 
attributable to his Employee contributions which are voluntary 
contributions, if any; (2) then as matching contributions allocable with 
respect to excess contributions determined under the ADP test described 
in Section 14.08; (3) then on a pro rata basis to matching contributions 
and to the deferral contributions relating to those matching 
contributions which the Advisory Committee has included in the ACP test; 
(4) then on a pro rata basis to Employee contributions which are 
mandatory contributions, if any, and to the matching contributions 
allocated on the basis of those mandatory contributions; and (5) last to 
qualified nonelective contributions used in the ACP test. To the extent 
the Highly Compensated Employee's excess aggregate contributions are 
attributable to matching contributions, and he is not 100% vested in his 
Accrued Benefit attributable to matching contributions, the Advisory 
Committee will distribute only the vested portion and forfeit the 
nonvested portion. The vested portion of the Highly Compensated 
Employee's excess aggregate contributions attributable to Employer 
matching contributions is the total amount of such excess aggregate 
contributions (as adjusted for allocable income) multiplied by his 
vested percentage (determined as of the last day of the Plan Year for 
which the Employer made the matching contribution). The Employer will 
specify in Adoption Agreement Section 3.05 the manner in which the Plan 
will allocate forfeited excess aggregate contributions.

14.10 MULTIPLE USE LIMITATION. For Plan Years beginning after December 
31, 1988, if at least one Highly Compensated Employee is includible in 
the ADP test under Section 14.08 and in the ACP test under Section 
14.09, the sum of the Highly Compensated Group's ADP and ACP may not 
exceed the multiple use limitation. 

The multiple use limitation is the sum of (i) and (ii):

(i)	125% of the greater of: (a) the ADP of the Nonhighly Compensated 
Group under the Code 401(k) arrangement; or (b) the ACP of the 
Nonhighly Compensated Group for the Plan Year beginning with or within 
the Plan Year of the Code 401(k) arrangement.

(ii)	2% plus the lesser of (i)(a) or (i)(b), but no more than twice the 
lesser of (i)(a) or (i)(b).

The Advisory Committee, in lieu of determining the multiple use 
limitation as the sum of (i) and (ii), may elect to determine the 
multiple use limitation as the sum of (iii) and (iv):

(iii)	125% of the lesser of: (a) the ADP of the Nonhighly Compensated 
Group under the Code 401(k) arrangement; or (b) the ACP of the 
Nonhighly Compensated Group for the Plan Year beginning with or within 
the Plan Year of the Code 401(k) arrangement.
(iv)	2% plus the greater of (iii)(a) or (iii)(b), but no more than 
twice the greater of (iii)(a) or (iii)(b).
The Advisory Committee will determine whether the Plan satisfies the 
multiple use limitation after applying the ADP test under Section 14.08 
and the ACP test under Section 14.09 and after making any corrective 
distributions required by those Sections. If, after applying this 
Section 14.10, the Advisory Committee determines the Plan has failed to 
satisfy the multiple use limitation, the Advisory Committee will correct 
the failure by treating the excess amount as excess contributions under 
Section 14.08 or as excess aggregate contributions under Section 14.09, 
as it determines in its sole discretion. This Section 14.10 does not 
apply unless, prior to application of the multiple use limitation, the 
ADP and the ACP of the Highly Compensated Group each exceeds 125% of the 
respective percentages for the Nonhighly Compensated Group.

14.11 DISTRIBUTION RESTRICTIONS. The Employer must elect in Section 6.03 
the Adoption Agreement the distribution events permitted under the Plan. 
The distribution events applicable to the Participant's Deferral 
Contributions Account, Qualified Nonelective Contributions Account and 
Qualified Matching Contributions Account must satisfy the distribution 
restrictions described in paragraph (m) of Section 14.03.

(A)	Hardship distributions from Deferral Contributions Account. The 
Employer must elect in Adoption Agreement Section 6.03 whether a 
Participant may receive hardship distributions from his Deferral 
Contributions Account prior to the Participant's Separation from 
Service. Hardship distributions from the Deferral Contributions Account 
must satisfy the requirements of this Section 14.11. A hardship 
distribution option may not apply to the Participant's Qualified 
Nonelective Contributions Account or Qualified Matching Contributions 
Account, except as provided in paragraph (3).

(1)	Definition of hardship. A hardship distribution under this Section 
14.11 must be on account of one or more of the following immediate and 
heavy financial needs: (1) medical care described in Code 213(d) 
incurred by the Participant, by the Participant's spouse, or by any of 
the Participant's dependents, or necessary to obtain such medical care; 
(2) the purchase (excluding mortgage payments) of a principal residence 
for the Participant; (3) the payment of post-secondary education tuition 
and related educational fees, for the next 12-month period, for the 
Participant, for the Participant's spouse, or for any of the 
Participant's dependents (as defined in Code 152); (4) to prevent the 
eviction of the Participant from his principal residence or the 
foreclosure on the mortgage of the Participant's principal residence; or 
(5) any need prescribed by the Revenue Service in a revenue ruling, 
notice or other document of general applicability which satisfies the 
safe harbor definition of hardship.

(2)	Restrictions. The following restrictions apply to a Participant 
who receives a hardship distribution: (a) the Participant may not make 
elective deferrals or employee contributions to the Plan for the 12-
month period following the date of his hardship distribution; (b) the 
distribution is not in excess of the amount of the immediate and heavy 
financial need (including any amounts necessary to pay any federal, 
state or local income taxes or penalties reasonably anticipated to 
result from the distribution); (c) the Participant must have obtained 
all distributions, other than hardship distributions, and all nontaxable 
loans (determined at the time of the loan) currently available under 
this Plan and all other qualified plans maintained by the Employer; and 
(d) the Participant agrees to limit elective deferrals under this Plan 
and under any other qualified Plan maintained by the Employer, for the 
Participant's taxable year immediately following the taxable year of the 
hardship distribution, to the 402(g) limitation (as described in Section 
14.07), reduced by the amount of the Participant's elective deferrals 
made in the taxable year of the hardship distribution. The suspension of 
elective deferrals and employee contributions described in clause (a) 
also must apply to all other qualified plans and to all nonqualified 
plans of deferred compensation maintained by the Employer, other than 
any mandatory employee contribution portion of a defined benefit plan, 
including stock option, stock purchase and other similar plans, but not 
including health or welfare benefit plans (other than the cash or 
deferred arrangement portion of a cafeteria plan).

(3)	Earnings. For Plan Years beginning after December 31, 1988, a 
hardship distribution under this Section 14.11 may not include earnings 
on an Employee's elective deferrals credited after December 31, 1988. 
Qualified matching contributions and qualified nonelective 
contributions, and any earnings on such contributions, credited as of 
December 31, 1988, are subject to the hardship withdrawal only if the 
Employer specifies in an addendum to this Section 14.11. The addendum 
may modify the December 31, 1988, date for purposes of determining 
credited amounts provided the date is not later than the end of the last 
Plan Year ending before July 1, 1989.

(B)	Distributions after Separation from Service. Following the 
Participant's Separation from Service, the distribution events 
applicable to the Participant apply equally to all of the Participant's 
Accounts, except as elected in Section 6.03 of the Employer's Adoption 
Agreement. 

(C)	Correction of Annual Additions Limitation. If, as a result of a 
reasonable error in determining the amount of elective deferrals an 
Employee may make without violating the limitations of Part 2 of Article 
III, an Excess Amount results, the Advisory Committee will return the 
Excess Amount (as adjusted for allocable income) attributable to the 
elective deferrals. The Advisory Committee will make this distribution 
before taking any corrective steps pursuant to Section 3.10 or to 
Section 3.16. The Advisory Committee will disregard any elective 
deferrals returned under this Section 14.11(C) for purposes of Sections 
14.07, 14.08 and 14.09.

14.12  SPECIAL ALLOCATION RULES. If the Code 401(k) arrangement 
provides for salary reduction contributions, if the Plan accepts 
Employee contributions, pursuant to Adoption Agreement Section 4.01, or 
if the Plan allocates matching contributions as of any date other than 
the last day of the Plan Year, the Employer must elect in Adoption 
Agreement 9.11 whether any special allocation provisions will apply 
under Section 9.11 of the Plan. For purposes of the elections:

(a)	A "segregated Account" direction means the Advisory Committee will 
establish a segregated Account for the applicable contributions made on 
the Participant's behalf during the Plan Year. The Trustee must invest 
the segregated Account in Federally insured interest bearing savings 
account(s) or time deposits, or a combination of both, or in any other 
fixed income investments, unless otherwise specified in the Employer's 
Adoption Agreement. As of the last day of each Plan Year (or, if 
earlier, an allocation date coinciding with a valuation date described 
in Section 9.11), the Advisory Committee will reallocate the segregated 
Account to the Participant's appropriate Account, in accordance with 
Section 3.04 or Section 4.06, whichever applies to the contributions.

(b)	A "weighted average allocation" method will treat a weighted 
portion of the applicable contributions as if includible in the 
Participant's Account as of the beginning of the valuation period. The 
weighted portion is a fraction, the numerator of which is the number of 
months in the valuation period, excluding each month in the valuation 
period which begins prior to the contribution date of the applicable 
contributions, and the denominator of which is the number of months in 
the valuation period. The Employer may elect in its Adoption Agreement 
to substitute a weighting period other than months for purposes of this 
weighted average allocation.

	*   *   *   *   *   *   *   *   *   *   *   *   *   *   *




AGREE/art14.new


	ARTICLE A
	APPENDIX TO BASIC PLAN DOCUMENT

This Article is necessary to comply with the Unemployment Compensation 
Amendments Act of 1992 and is an integral part of the basic plan 
document. Section 12.08 applies to any modification or amendment of this 
Article.

A-1.	APPLICATIONS.	This Article applies to distributions made on or 
after January 1, 1993. Notwithstanding any provision of the Plan to the 
contrary that would otherwise limit a distributee's election under this 
Article, a distributee may elect, at the time and in the manner 
prescribed by the Plan Administrator, to have any portion of an eligible 
rollover distribution paid directly to an eligible retirement plan 
specified by the distributee in a direct rollover.

A-2.	DEFINITIONS.

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

(b)	"Eligible retirement plan." An eligible retirement plan is an 
individual retirement account described in Code 408(a), an individual 
retirement annuity described in Code 408(b), an annuity plan described 
in Code 403(a), or a qualified trust described in Code 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.

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

(d)	"Direct rollover." A direct rollover is a payment by the Plan to 
the eligible retirement plan specified by the distributee.
 







AGREE/article.a

	ARTICLE B
	APPENDIX TO BASIC PLAN DOCUMENT

This Article is necessary to comply with the Omnibus Budget 
Reconciliation Act of 1993 (OBRA '93) and is an integral part of the 
basic plan document. Section 12.08 applies to any modification or 
amendment of this Article.

In addition to other applicable limitations set forth in the plan, and 
notwithstanding any other provision of the plan to the contrary, for 
plan years beginning on or after January 1, 1994, the annual 
compensation of each employee taken into account under the plan shall 
not exceed the OBRA '93 annual compensation limit. The OBRA '93 annual 
compensation limit is $150,000, as adjusted by the Commissioner for 
increases in the cost of living in accordance with Section 401(a)(17)(B) 
of the Internal Revenue Code. The cost-of-living adjustment in effect 
for a calendar year applies to any period, not exceeding 12 months, over 
which compensation is determined (determination period) beginning in 
such calendar year. If a determination period consists of fewer than 12 
months, the OBRA '93 annual compensation limit will be multiplied by a 
fraction, the numerator of which is the number of months in the 
determination period, and the denominator of which is 12.

For plan years beginning on or after January 1, 1994, any reference in 
this plan to the limitation under Section 401(a)(17) of the Code shall 
mean the OBRA '93 annual compensation limit set forth in this provision.

If compensation for any prior determination period is taken into account 
in determining an employee's benefits accruing in the current plan year, 
the compensation for that prior determination period is subject to the 
OBRA '93 annual compensation limit in effect for that prior 
determination period. For this purpose, for determination periods 
beginning before the first day of the first plan year beginning on or 
after January 1, 1994, the OBRA '93 annual compensation limit is 
$150,000.








AGREE/article.b

1



[COMMENT1]Note:  The change to pitch (18*) and font (4) must be 
converted manually.

123