Weis Markets, Inc.
                                 Profit Sharing Plan


                                 Originally Effective
                                  December 31, 1952


                          As Amended And Restated Effective
                                   January 1, 1997

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                                  TABLE OF CONTENTS


PREAMBLE                                                             1

ARTICLE I - DEFINITIONS                                              2
Section 1.1 - References
Section 1.2 - Compensation
Section 1.3 - Dates
Section 1.4 - Employee
Section 1.5 - Employer
Section 1.6 - Fiduciaries
Section 1.7 - Participant/Beneficiary
Section 1.8 - Participant Accounts
Section 1.9 - Plan
Section 1.10 - Service
Section 1.11 - Trust

ARTICLE II - PARTICIPATION                                           8
Section 2.1 - Eligibility Service
Section 2.2 - Plan Participation
Section 2.3 - Termination of Participation
Section 2.4 - Re-Participation (Break in Service Rules)

ARTICLE III - ALLOCATIONS TO PARTICIPANT ACCOUNTS                   10
Section 3.1 - General Provisions
Section 3.2 - Profit Sharing Contributions
Section 3.3 - Qualified Nonelective Contributions
Section 3.4 - Employee 401(k) Elective Deferral Contributions
Section 3.5 - Employee Nondeductible Contributions
Section 3.6 - Employer Matching Contributions
Section 3.7 - Rollover/Transfer Account
Section 3.8 - Allocation of Investment Results

ARTICLE IV - PAYMENT OF PARTICIPANT ACCOUNTS                        14
Section 4.1 - Vesting Service Rules
Section 4.2 - Vesting of Participant Accounts
Section 4.3 - Payment of Participant Accounts
Section 4.4 - In-Service Payments
Section 4.5 - Distributions Under Domestic Relations Orders

ARTICLE V - ADDITIONAL QUALIFICATION RULES                          20
Section 5.1 - Limitations on Allocations Under Code Section 415
Section 5.2 - Joint and Survivor Annuity Requirements
Section 5.3 - Distribution Requirements
Section 5.4 - Top-Heavy Provisions
Section 5.5 - Reserved

ARTICLE VI - ADMINISTRATION OF THE PLAN                             35
Section 6.1 - Fiduciary Responsibility
Section 6.2 - Plan Administrator
Section 6.3 - Claims Procedure
Section 6.4 - Trust Fund

ARTICLE VII - AMENDMENT AND TERMINATION OF PLAN                     38
Section 7.1 - Right to Discontinue and Amend

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Section 7.2 - Amendments
Section 7.3 - Protection of Benefits in Case of Plan Merger
Section 7.4 - Termination of Plan

ARTICLE VIII - MISCELLANEOUS PROVISIONS                             40
Section 8.1 - Exclusive Benefit - Non-Reversion
Section 8.2 - Inalienability of Benefits
Section 8.3 - Employer-Employee Relationship
Section 8.4 - Binding Agreement
Section 8.5 - Separability
Section 8.6 - Construction
Section 8.7 - Copies of Plan
Section 8.8 - Interpretation

Ammended Profit Sharing Plan:10/2/2002  Copyright 2001 by Conrad M. Siegel, Inc.

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                                  PREAMBLE

This amended and restated plan, executed on the date indicated at the end
hereof, is made effective as of January 1, 1997, except as provided
otherwise in Section 1.3(c), by Weis Markets, Inc., a corporation, with its
principal office located in Sunbury, Pennsylvania.

                            W I T N E S S E T H :

WHEREAS, effective December 31, 1952, the employer established the plan for
its employees and desires to continue to maintain a permanent qualified
plan in order to provide its employees and their beneficiaries with
financial security in the event of retirement, disability, or death; and

WHEREAS, it is desired to amend said plan;

NOW THEREFORE, the premises considered, the original plan is hereby
replaced by this amended and restated plan, and the following are the
provisions of the qualified plan of the employer as restated herein;
provided, however, that each employee who was previously a participant
shall remain a participant, and no employee who was a participant in the
plan before the date of amendment shall receive a benefit under this
amended plan which is less than the benefit he was then entitled to receive
under the plan as of the day prior to the amendment.

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ARTICLE I - DEFINITIONS

Section 1.1 - References

   (a) Code means the Internal Revenue Code of 1986, as it may be amended
       from time to time.
   (b) ERISA means the Employee Retirement Income Security Act of 1974,
       as amended.

Section 1.2 - Compensation
   (a) Compensation means, except as provided in Section 1.2(b) hereof,
       any earnings reportable as W-2 wages for federal income tax
       withholding purposes and earned income, plus elective contributions,
       for the plan year.

       However, compensation shall not include any earnings reportable as
       W-2 wages that are payable following the termination of employment
       pursuant to a severance agreement.

       Elective contributions are amounts excludable from the employee's
       gross income and contributed by the employer, at the employee's
       election to:

           A cafeteria plan (excludable under Code section 125);

           A Code section 401(k) arrangement (excludable under Code
           section 402(e)(3));

           A simplified employee pension (excludable under Code
           section 402(h));

           A tax sheltered annuity (excludable under Code
           section 403(b)); or

           Effective for plan years beginning on or after
           January 1, 1998, a Code section 132(f)(4) qualified
           transportation fringe benefit plan.

       "Earned Income" means net earnings from self-employment in the trade
       or business with respect to which the employer has established the
       plan, provided that personal services of the individual are a
       material income producing factor.  Net earnings shall be determined
       without regard to items excluded from gross income and the deductions
       allocable to those items.  Net earnings shall be determined 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 section 164(f) for self-employment taxes.

       Any reference in this plan to compensation shall be a reference to
       the definition in this Section 1.2, unless the plan reference
       specifies a modification to this definition.  The plan administrator
       shall take into account only compensation actually paid by the
       employer for the relevant period.  A compensation payment includes
       compensation by the employer through another person under the common
       paymaster provisions in Code sections 3121 and 3306.  Compensation
       from an employer that is not a participating employer under this plan
       shall be excluded.

   (b) Exclusions From Compensation - Notwithstanding the provisions of
       Section 1.2(a), the following types of remuneration shall be excluded
       from the participant's compensation:

           Compensation in excess of $22,000 for Pharmacists with less
           than 10 years of service.

           Compensation in excess of $24,000 for Pharmacists with 10 or
           more years of service.

   (c) Limitations on Compensation
       (1) Compensation Dollar Limitation - For any plan year beginning
           after December 31, 1993, the plan administrator shall take into
           account only the first $150,000 (or beginning January 1, 1995,
           such larger amount as the Commissioner of Internal Revenue may
           prescribe) of any participant's compensation for determining all
           benefits provided under the plan.  For any plan year beginning
           after December 31, 1988 but before January 1, 1994, the plan
           administrator shall take into account only the first $200,000 (or,
           for plan years beginning after December 31, 1989 but before
           January 1, 1994, such larger amount as the Commissioner of
           Internal Revenue may prescribe) of any participant's compensation
           for determining all benefits provided under the plan.  The
           compensation dollar limitation for a plan year shall be the
           limitation amount in effect on January 1 of the calendar year in
           which the plan year begins.  For any plan year beginning before
           January 1, 1989, the $200,000 limitation (but not the family
           aggregation requirement described in Section 1.2(c)(2)) applies
           only if the plan is top-heavy for such plan year or operates as a
           deemed top-heavy plan for such plan year.  If the plan should
           determine compensation on a period of time that contains less than
           12 calendar months (such as for a short plan year), the annual
           compensation dollar limitation shall be an amount equal to the

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           compensation dollar limitation for the plan year multiplied by the
           ratio obtained by dividing the number of full months in the period
           by 12.

       (2) Application of Compensation Limitation to Certain Family
           Members - For any plan year beginning after December 31, 1988 but
           before January 1, 1997, the compensation dollar limitation shall
           apply to the combined compensation of the employee and of any
           family member who is either (A) the employee's spouse, or (B) the
           employee's lineal descendant under the age of 19 as described in
           this Section 1.2(c)(2).  If, for such a plan year, the combined
           compensation of the employee and such family members who are
           participants entitled to an allocation for that plan year shall
           exceed the compensation dollar limitation, compensation for each
           such participant, for purposes of the contribution and allocation
           provisions of Article III, shall mean his adjusted compensation.

           Adjusted compensation shall mean the amount that bears the same
           ratio to the compensation dollar limitation as the affected
           participant's compensation (without regard to the compensation
           dollar limitation) bears to the combined compensation of all the
           affected participants in the family unit.  If the plan uses
           permitted disparity, the plan administrator shall determine the
           integration level of each affected family member participant using
           actual compensation.  The total of the affected participants'
           compensations equal to or less than the applicable integration
           levels may not exceed the compensation dollar limitation.  The
           combined excess compensation of the affected participants in the
           family unit may not exceed the compensation dollar limitation
           minus the amount determined under the preceding sentence.  If the
           combined excess compensation exceeds this limitation, the plan
           administrator shall prorate the limitation on the excess
           compensation among the affected participants in the family unit in
           proportion to each such individual's actual compensation minus his
           integration level.

   (d) Compensation for Nondiscrimination Testing - For purposes of
       determining whether the plan discriminates in favor of highly
       compensated employees, compensation means compensation as defined in
       this Section 1.2, except that the employer will not give effect to
       any exclusion from compensation specified in Section 1.2(b).
       Notwithstanding the above, the employer may amend this plan to
       exclude from this nondiscrimination definition of compensation any
       items of compensation excludable under Code section 414(s) and the
       applicable Treasury regulations, provided such adjusted definition
       conforms to the nondiscrimination requirements of those regulations.

Section 1.3 - Dates

   (a) Accounting Date means the date(s) on which investment results are
       allocated to participants' accounts as set forth below:

           December 31

   (b) Allocation Date means the date(s) as of which any contribution is
       allocated to participants' accounts.
       The profit sharing contribution and forfeitures shall be allocated as
       of December 31.

   (c) The Effective Date of the plan is December 31, 1952.

       The effective date of this amendment and restatement is
       January 1, 1997; provided, however, that the plan provision required
       to comply with the Family and Medical Leave Act shall be effective
       August 5, 1993, the plan provisions required to comply with the
       Uniformed Services Employment and Re-Employment Rights Act of 1994
       shall be effective December 12, 1994, the plan provisions required to
       comply with the Retirement Protection Act of 1994 shall generally be
       effective on the first day of the first limitation year beginning
       after December 31, 1994, the plan provisions required to comply with
       the Small Business Job Protection Act of 1996 shall generally be
       effective on the first day of the plan year beginning after
       December 31, 1996, and the plan provisions required to comply with
       the Taxpayer Relief Act of 1997 shall generally be effective on the
       first day of the plan year beginning after August 5, 1997, except as
       specified otherwise in this plan or in said Acts.

       Notwithstanding anything herein to the contrary, the provisions noted
       below shall become effective on the date indicated.  If such
       effective date is subsequent to the effective date of this
       restatement, the prior provisions of the plan shall continue in
       effect until such indicated effective date.

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Provision                                                      Effective Date

Section 2.2(a)(2) Eligible Class of Employees                  January 1, 2002

Section 4.3(a)(3) Payment Upon Other Termination of Employment December 15, 2000

Section 4.5 Distributions under Domestic Relations Orders      December 15, 2000

       Effective for plan years beginning before January 1, 1998, the dollar
       amount appearing in Sections 4.2(b), 4.2(c), 4.3(d), 4.4(b), and 4.5
       shall be $3,500 as provided under the prior provisions of the plan
       before this restatement.  The $5,000 dollar amount in such Sections
       shall be effective for plan years beginning after December 31, 1997.

   (d) Plan Entry Date means the participation date(s) specified in
       Article II.

   (e) Plan Year means the 12-consecutive-month period beginning on
       January 1 and ending on December 31.

   (f) Limitation Year means the plan year.

Section 1.4 - Employee
   (a) (1) Employee means any person employed by the employer,
           including an owner-employee or other self-employed individual (as
           defined in Section 1.4(a)(3)).  The term employee shall include
           any employee of the employer maintaining the plan or of any other
           employer required to be aggregated with such employer under Code
           section 414(b), (c), (m), or (o).  The term employee shall also
           include any leased employee deemed to be an employee of any such
           employer as provided in Code section 414(n) or (o) and as defined
           in Section 1.4(a)(2).

       (2) Leased Employee means 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 section 414(n)(6)) on a
           substantially full time basis for at least one year and such
           services are performed under the primary direction or control of
           the employer.  If a leased employee is treated as an employee by
           reason of this Section 1.4(a)(2), compensation from the leasing
           organization that is attributable to services performed for the
           employer shall be considered as compensation under the plan.
           Contributions or benefits provided a leased employee by the
           leasing organization that are attributable to services performed
           for the employer shall be treated as provided by the employer.

           Safe harbor plan exception - The plan shall 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
           nonhighly 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 Section 1.2(a) without regard to Section 1.2(b).

       (3) Owner-Employee/Self-Employed Individual - Owner-employee means
           a self-employed individual who is a sole proprietor (if the
           employer is a sole proprietorship) or who is a partner (if the
           employer is a partnership) owning more than 10% of either the
           capital or profits interest of the partnership.  Self-employed
           individual means an individual who has earned income for the
           taxable year from the trade or business for which the plan is
           established, or who would have had earned income but for the fact
           that the trade or business had no net profits for the taxable
           year.

   (b) Highly Compensated Employee means any employee who:

       (1) was a more than 5% owner of the employer (applying the
           constructive ownership rules of Code section 318, and applying the
           principles of Code section 318, for an unincorporated entity) at
           any time during the current or the preceding plan year; or

       (2) for the preceding plan year -

          (A) had compensation from the employer in excess of $80,000 (as
              adjusted by the Commissioner of Internal Revenue pursuant to
              Code section 415(d), except that the base period shall be the
              calendar quarter ending September 30, 1996), and

          (B) if the employer elects the application of this Subparagraph
              for such preceding plan year, was in the top-paid group of
              employees for such preceding plan year.  For this purpose, an
              employee is in the top-paid group of employees for any plan
              year if such employee is in the group consisting of the top 20%
              of the employees when ranked on the basis of compensation paid
              during such plan year.


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       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 plan year
       or any plan year ending on or after his 55th birthday, based on the
       applicable rules in effect for such plan year.

       For purposes of determining who is a highly compensated employee
       under this Section 1.4(b), compensation means compensation as defined
       in Section 1.2(a) without regard to Section 1.2(b).

       The plan administrator shall make the determination of who is a
       highly compensated employee, and, if the employer so amends this
       plan, this determination shall include the determination of the
       number and identity of the top-paid 20% group, consistent with Code
       section 414(q) and regulations issued thereunder.  The employer may
       amend this plan to make a calendar year data election with regard to
       the plan year preceding the current plan year to determine the
       employees with compensation in excess of $80,000 and the top-paid 20%
       group, as prescribed by Treasury regulations.  A top-paid 20% group
       election or a calendar year data election must apply to all plans and
       arrangements of the employer.

       This Section 1.4(b) is effective for plan years beginning after
       December 31, 1996, except that, in determining whether an employee is
       a highly compensated employee in 1997, this provision shall be
       treated as having been in effect for the last plan year beginning
       before January 1, 1997.

   (c) Nonhighly Compensated Employee means any employee who is not a
       highly compensated employee.

Section 1.5 - Employer

   (a) Employer means Weis Markets, Inc. or any successor entity by
       merger, purchase, consolidation, or otherwise; or an organization
       affiliated with the employer that may assume the obligations of this
       plan with respect to its employees by becoming a party to this plan.
       Another employer, whether or not it is affiliated with the sponsor
       employer, may adopt this plan to cover its employees by filing with
       the sponsor employer a written resolution adopting the plan, upon
       which the sponsor employer shall indicate its acceptance of such
       employer as an employer under the plan.  Each such employer shall be
       deemed to be the employer only as to persons who are on its payroll.

       The following employers have adopted this plan and have been accepted
       by the sponsor employer on or before the date this document is
       executed:

                           Albany Public Markets,  Inc.

   (b) Employer for Compliance Testing - For purposes of determining
       whether the plan satisfies the participation coverage requirements of
       Code section 410(b) and the limitations on benefits and allocations
       under Code section 415, employer shall mean the employer that adopts
       this plan, and all members of a controlled group of corporations (as
       defined in Code section 414(b)), all commonly controlled trades or
       businesses (as defined in Code section 414(c)) or affiliated service
       groups (as defined in Code section 414(m)) of which the adopting
       employer is a part, and any other entity required to be aggregated
       with the employer pursuant to regulations under Code section 414(o).

Section 1.6 - Fiduciaries

   (a) Named Fiduciary means the person or persons having fiduciary
       responsibility for the management and control of plan assets.

   (b) Plan Administrator means the person or persons appointed by the
       named fiduciary to administer the plan.

   (c) Trustee means the trustee named in the trust agreement executed
       pursuant to this plan, or any duly appointed successor trustee.

   (d) Investment Manager means a person or corporation other than the
       trustee appointed for the investment of plan assets.

Section 1.7 - Participant/Beneficiary

   (a) Participant means an eligible employee of the employer who becomes
       a member of the plan pursuant to the provisions of Article II, or a
       former employee who has an accrued benefit under the plan.

   (b) Beneficiary means 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, or a
       trustee's duty to provide to the beneficiary) information or data
       concerning the plan shall not arise until he first becomes entitled
       to receive a benefit under the plan.

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Section 1.8 - Participant Accounts

   (a) Profit Sharing Account means the balance of the separate account
       derived from employer's profit sharing contributions, including
       forfeitures (if any).

   (b) Employee Nondeductible Contribution Account means the balance of
       the separate account derived from the participant's non-deductible
       employee contributions (if so provided under Section 3.5).

   (c) Rollover/Transfer Account means the balance of the separate
       account derived from rollover contributions and/or transfer
       contributions (if so provided under Section 3.7).

   (d) Accrued Benefit means the total of the participant's account
       balances as of the accounting date falling on or before the day on
      which the accrued benefit is being determined.

Section 1.9 - Plan

    Plan means Weis Markets, Inc. Profit Sharing Plan as set forth herein
    and as it may be amended from time to time.

Section 1.10 - Service

   (a) 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 that the employee no longer has an employment
       relationship with the employer.

   (b) (1) Hour of Service means:

           (A) Each hour for which an employee is paid, or entitled to
               payment, for the performance of duties for the employer.  These
               hours shall be credited to the employee for the computation
               period in which the duties are performed; and

           (B) Each hour for which an employee is paid, or entitled to
               payment, by the employer on account of a period of time during
               which no duties are performed (irrespective of whether the
               employment relationship has terminated) due to vacation,
               holiday, illness, incapacity (including disability), layoff,
               jury duty, military duty, or leave of absence.  No more than
               501 hours of service shall be credited under this
               Subparagraph (B) for any single continuous period (whether or
               not such period occurs in a single computation period).  An
               hour of service shall not be credited to an employee under this
               Subparagraph (B) if the employee is paid, or entitled to
               payment, under a plan maintained solely for the purpose of
               complying with applicable worker's compensation or unemployment
               compensation or disability insurance laws.  Hours under this
               Subparagraph (B) shall be calculated and credited pursuant to
               section 2530.200b-2 of the Department of Labor Regulations that
               are incorporated herein by this reference; and

           (C) Each hour for which back pay, irrespective of mitigation of
               damages, is either awarded or agreed to by the employer.  The
               same hours of service shall not be credited both under
               Subparagraph (A) or Subparagraph (B), as the case may be, and
               under this Subparagraph (C).  These hours shall be credited to
               the employee for the computation period or periods to which the
               award or agreement pertains rather than the computation period
               in which the award, agreement, or payment is made.

           Hours of service shall be determined on the basis of actual hours
           for which an employee is paid or entitled to payment.  The above
           provisions shall be construed so as to resolve any ambiguities in
           favor of crediting employees with hours of service.

           If, for the purposes of the plan, an employee's records are
           maintained on other than an hourly basis, the plan administrator,
           according to uniform rules applicable to a class of employees, may
           apply the following equivalencies for the purpose of crediting
           hours of service:

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                                          Credit Granted to Individual if
         Basis Upon Which Records              Individual Earns One or
             Are Maintained             More Hours of Service During Period
         ------------------------       -----------------------------------
                   Shift                        Actual hours of full shift
                   Day                           10 hours of service
                   Week                          45 hours of service
          Semi-Monthly Payroll Period            95 hours of service
            Months of Employment                 190 hours of service

       (2) Solely for purposes of determining whether a break in service
           for participation and vesting purposes has occurred in a
           computation period, an individual who is absent from work for
           maternity or paternity reasons shall receive credit for the hours
           of service that would otherwise have been credited to such
           individual but for such absence, or in any case in which such
           hours cannot be determined, 8 hours of service per day of such
           absence.  For purposes of this paragraph, an absence from work for
           maternity or paternity reasons means an absence (A) by reason of
           the pregnancy of the individual, (B) by reason of a birth of a
           child of the individual, (C) by reason of the placement of a child
           with the individual in connection with the adoption of such child
           by such individual, or (D) for purposes of caring for such child
           for a period beginning immediately following such birth or
           placement.  The hours of service credited under this paragraph
           shall be credited:  (A) in the computation period in which the
           absence begins if the crediting is necessary to prevent a break in
           service in that period, or (B) in all other cases, in the
           following computation period.  No more than 501 hours of service
           shall be credited under this paragraph for any single continuous
           period (whether or not such period occurs in a single computation
           period).

       (3) Solely for purposes of determining whether a break in service
           for participation and vesting purposes has occurred in a
           computation period, an individual who is absent from work on
           unpaid leave under the Family and Medical Leave Act shall receive
           credit for the hours of service that would otherwise have been
           credited to such individual but for such absence, or in any case
           in which such hours cannot be determined, 8 hours of service per
           day of such absence.  Such an individual shall be treated as
           actively employed for the purposes of participation and
           eligibility for an allocation of any employer contribution that
           may be provided under this plan.  Notwithstanding the preceding,
           this paragraph shall not apply if the employer or the particular
           employee is not subject to the requirements of the Family and
           Medical Leave Act at the time of the absence.

       (4) Hours of service shall be credited for employment with other
           members of an affiliated service group (under Code
           section 414(m)), a controlled group of corporations (under Code
           section 414(b)), or a group of trades or businesses under common
           control (under Code section 414(c)), of which the adopting
           employer is a member.  Hours of service shall also be credited for
           any leased employee who is considered an employee for purposes of
           this plan under Code section 414(n) or Code section 414(o).

   (c) (1) Year of Service means a 12-consecutive-month computation
           period during which the employee completes the required number of
           hours of service with the employer as specified in Sections 2.1
           or 4.1.  No more than one year of service will be credited for any
           12-consecutive-month period unless otherwise required by Code
           section 410 or 411.

       (2) Service With Related Employers - For purposes of crediting
           years of service, hours of service credited in accordance with
           Section 1.10(b)(4) shall be taken into account.

       (3) Predecessor Service - If the employer maintains the plan of a
           predecessor employer, service with such predecessor employer shall
           be treated as service for the employer.  If the employer does not
           maintain the plan of a predecessor employer, then service as an
           employee of a predecessor employer shall not be considered as
           service under the plan, except as noted below:

               No credit for predecessor service.

           The years of service to be taken into account shall be determined
           as of the effective date of this provision with respect to the
           particular predecessor employer.  If the predecessor employer is
           not considered to be the sponsoring employer under the provisions
           of Section 1.5(b), the period taken into account for determining
           the years of service to be credited under this Section 1.10(c)(3)
           shall be the five year period ending as of the last day of the
           plan year immediately preceding the plan year containing the
           effective date of this provision and any years of service
           performed by the employee for the predecessor employer during any
           prior period shall not be taken into account.

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   (d) Break in Service (or One Year Break in Service) means a 12-
       consecutive-month computation period during which a participant or
       former participant does not complete the specified number of hours of
       service with the employer as set forth in Sections 2.1(b) and 4.1(b).

   (e) Qualified Military Service - Notwithstanding any provision of this
       plan to the contrary, effective December 12, 1994, contributions,
       benefits, and service credit with respect to qualified military
       service will be provided in accordance with Code section 414(u).

Section 1.11 - Trust

   (a) Trust means the qualified trust created under the employer's plan.

   (b) Trust Fund means all property held or acquired by the plan.


                        ARTICLE II - PARTICIPATION

Section 2.1 - Eligibility Service

   (a) Eligibility Year of Service means an eligibility computation
       period during which the employee completes at least 1,000 hours of
       service with the employer.

   (b) One Year Break in Service means for the purposes of this Article
       II an eligibility computation period during which the participant or
       former participant does not complete more than 500 hours of service
       with the employer.

   (c) Eligibility Computation Period - The initial eligibility
       computation period shall be the 12-consecutive-month period beginning
       with the day on which the employee first performs an hour of service
       with the employer (employment commencement date).
       Succeeding eligibility computation periods shall coincide with the
       plan year, beginning with the first plan year that commences prior to
       the first anniversary of the employee's employment commencement date
       regardless of whether the employee is credited with the required
       number of hours of service during the initial eligibility computation
       period.  An employee who is credited with the required number of
       hours of service in both the initial eligibility computation period
       and the first plan year that commences prior to the first anniversary
       of the employee's employment commencement date shall be credited with
       two years of service for purposes of eligibility to participate.

Section 2.2 - Plan Participation

   (a) Eligibility

       (1) Age/Service Requirements - An employee who is a member of the
           eligible class of employees shall be eligible for plan
           participation after he has satisfied the following participation
           requirement(s):

           (A) Completion of 1 year of service.

           (B) No age requirement.

       (2) Eligible Class of Employees - All employees of the employer except
           those described in (i), (ii), (iii), (iv), (v), (vi), (vii), and
           (viii) below shall be eligible to be covered under the plan if
           employed in the following categories:

                  Salaried Employee     Assistant Head Pharmacist
                  Foreman               Store Manager
                  Accounting Clerk      Grocery Manager
                  Department Assistant  Level I Department Managers
                  Head Pharmacist


           (i) Employees who benefit under other profit sharing arrangements
               and pay arrangements in the Mr. Z's Divisions shall not be
               eligible to participate in the plan prior to January 1, 2000.
               Head Pharmacists of Mr. Z's Divisions shall be eligible to be
               covered under the plan effective January 1, 2000.  Assistant
               Head Pharmacists of Mr. Z's Divisions shall be eligible to be
               covered under the plan effective January 1, 2001.  Supervisors,
               Store Managers, Non-Perishable Managers, and Front-End Managers
               of Mr. Z's Divisions shall be eligible to be covered under the
               plan effective January 1, 2002.  Level I Department Managers of
               Mr. Z's Divisions shall be eligible to be covered under the
               plan effective January 1, 2003.

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          (ii) Employees, except for executive management, of the Weis Food
               Service Division shall not be eligible to participate in the
               plan.

         (iii) Employees of King's Markets shall  not be eligible to
               participate in the plan prior to January 1, 1998.  Salaried
               employees who are superintendents of King's Markets shall be
               eligible to be covered under the plan effective January 1,
               1998.  Store Managers of King's Markets shall be eligible to be
               covered under the plan effective January 1, 1999.  Head
               Pharmacists, Assistant Head Pharmacists, Grocery Managers, and
               Assistant Managers of King's Markets shall be eligible to be
               covered under the plan effective January 1, 2000.  Level I
               Department Managers of King's Markets shall be eligible to be
               covered under the plan effective January 1, 2001.

          (iv) Individuals not directly employed by the employer as defined in
               Section 1.5(a) shall not be eligible to participate in the
               plan.  An employee of the employer as that term is defined in
               Section 1.5(b) with respect to the sponsoring employer shall
               not participate in this plan unless such employee's direct
               employer affirmatively elects to become a participating
               employer hereunder.

           (v) Employees included in a unit of employees covered by a
               collective bargaining agreement between the employer and
               employee representatives shall not be eligible to participate
               in the plan if retirement benefits were the subject of good
               faith bargaining and if less than 2% of the employees of the
               employer who are covered pursuant to that agreement are
               professionals as defined in Regulation section 1.410(b)-9(g).
               For this purpose, the term "employee representatives" does not
               include any organization more than half of whose members are
               employees who are owners, officers, or executives of the
               employer.

          (vi) Leased employees who are considered employees under the plan
               shall not be eligible to participate in the plan.

         (vii) Employees who are non-resident aliens (as defined in Code
               section 7701(b)(1)(B)) and who receive no earned income (as
               defined in Code section 911(d)(2)) from the employer that
               constitutes income from sources within the United States (as
               defined in Code section 861(a)(3)) shall not be eligible to
               participate in the plan.

        (viii) Highly compensated employees as defined in Section 1.4(b)
               shall not be eligible to participate in the plan.

       Notwithstanding the above eligible class of employees, the
       eligible class provisions of the plan before January 1, 1998 shall
       continue to apply to participants who participated in the Plan
       before January 1, 1998, and to employees who otherwise would have
       become participants in the Plan by December 31, 1998.

   (b) Entry Date - An eligible employee shall participate in the plan on
       the earlier of the June 30 or December 31 entry date coinciding with
       or immediately following the date on which he has met the age and
       service requirements.  If an employee who is not a member of the
       eligible class of employees becomes a member of the eligible class,
       such employee shall participate immediately, if he has satisfied the
       age and service requirements and would have otherwise previously
       become a participant.

Section 2.3 - Termination of Participation

   A participant shall continue to be an active participant of the plan so
   long as he is a member of the eligible class of employees and he does
   not incur a one-year break in service due to termination of employment.
   He shall become an inactive participant when he incurs a one-year break
   in service due to termination of employment, or at the end of the plan
   year during which he ceases to be a member of the eligible class of
   employees.  He shall cease participation completely upon the later of
   his receipt of a total distribution of his nonforfeitable account
   balance(s) under the plan or the forfeiture of the nonvested portion of
   the account balance(s).

Section 2.4 - Re-Participation (Break in Service Rules)

   (a) Vested Participant - A former participant who had a nonforfeitable
       right to all or a portion of his account balance derived from
       employer contributions at the time of his termination from service
       shall become a participant immediately upon returning to the employ
       of the employer, if he is a member of the eligible class of
       employees.

   (b) Nonvested Participant - In the case of a former participant who
       did not have any nonforfeitable right to his account balance derived
       from employer contributions at the time of his termination from
       service, years of service before a period of consecutive one-year
       breaks in service shall not be taken into account in computing
       service if the number of consecutive one-year breaks in service in
       such period equals or exceeds the greater of 5 or the aggregate
       number of years of service before such breaks in service.  Such
       aggregate number of years of service shall not include any years of
       service disregarded under the preceding sentence by reason of prior
       breaks in service.

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       If such former participant's years of service before termination from
       service are disregarded pursuant to the preceding paragraph, he shall
       be considered a new employee for eligibility purposes.  If such
       former participant's years of service before termination from service
       may not be disregarded pursuant to the preceding paragraph, he shall
       participate immediately upon returning to the employ of the employer,
       if he is a member of the eligible class of employees.

   (c) Return to Eligible Class - If a participant becomes an inactive
       participant, because he is no longer a member of the eligible class
       of employees, but does not incur a break in service, such inactive
       participant shall become an active participant immediately upon
       returning to the eligible class of employees.  If such participant
       incurs a break in service, eligibility shall be determined under the
       re-participation rules in Section 2.4(a) and (b) above.

              ARTICLE III - ALLOCATIONS TO PARTICIPANT ACCOUNTS

Section 3.1 - General Provisions

   (a) Maintenance of Participant Accounts - The plan administrator shall
       maintain separate accounts covering each participant under the plan
       as herein described.  Such accounts shall be increased by
       contributions, reallocation of forfeitures (if any), investment
       income, and market value appreciation of the fund.  They shall be
       decreased by market value depreciation of the fund, forfeiture of
       nonvested amounts, benefit payments, withdrawals, and expenses.

   (b) Amount and Payment of Employer Contribution

      (1) Amount of Contribution - For each plan year, the employer
          contribution to the plan shall be the amount that is determined
          under the provisions of this Article; provided, however, that the
          employer may not make a contribution to the plan for any plan year
          to the extent the contribution would exceed the participants'
          maximum permissible amounts under Code section 415.  Further, the
          employer contribution shall not exceed the maximum amount
          deductible under Code section 404.

          The employer contributes to this plan on the conditions that its
          contribution is not due to a mistake of fact and that the Internal
          Revenue Service will not disallow the deduction for its
          contribution.  The trustee, upon written request from the
          employer, shall return to the employer the amount of the
          employer's contribution made due to a mistake of fact or the
          amount of the employer's contribution disallowed as a deduction
          under Code section 404. The trustee shall not return any portion
          of the employer's contribution under the provisions of this
          paragraph more than one year after the earlier of:  (A) The date
          on which the employer made the contribution due to a mistake of
          fact; or (B) The time of 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 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 whatever evidence it
          deems necessary to confirm that the amount the employer has
          requested be returned is properly returnable under ERISA.

      (2) Payment of Contribution - The employer shall 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
          prohibite d transaction under the Code or ERISA.

      (3) Omission of Eligible Employee - If, in any plan year, any
          employee who should be included as a participant in the plan is
          erroneously omitted and discovery of such omission is not made
          until after a contribution by the employer for the year has been
          made and allocated, the employer shall make a subsequent
          contribution with respect to (or credit an unallocated forfeiture
          to) the omitted employee in the amount that the employer would
          have contributed with respect to him had he not been omitted (plus
          any applicable interest).  Such contribution shall be made
          regardless of whether or not it is deductible in whole or in part
          in any taxable year under applicable provisions of the Code.

      (4) Inclusion of Ineligible Employee - If, in any plan year, any
          person who should not have been included as a participant in the
          plan is erroneously included and discovery of such incorrect
          inclusion is not made until after a contribution for the year has
          been made, the employer shall not be entitled to recover the
          contribution made with respect to the ineligible person regardless
          of whether or not a deduction is allowable with respect to such
          contribution.  In such event, the amount contributed with respect
          to the ineligible person shall constitute a forfeiture (except for
          deferred compensation that shall be distributed to the ineligible
          person) for the plan year in which the discovery is made.

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      (5) Allocation if More Than One Employer - If the employer consists
          of more than one entity, the contribution made by each such entity
          shall be allocated among the applicable accounts of the
          participants employed by the contributing employer.  If a
          participant is employed by more than one entity during the
          applicable period, each such entity shall contribute with respect
          to the compensation earned by the participant while employed by
          that entity.

   (c) Limitations and Conditions - Notwithstanding the allocation
       procedures set forth in this Article, the allocations to
       participants' accounts shall be limited or modified to the extent
       required to comply with the provisions of Article V (limitations on
       allocations under Code section 415, top-heavy provisions under Code
       section 416, and related employer provisions under Code section 414).

       In any limitation year in which the allocation to one or more
       participants' accounts would be in excess of the limitations on
       allocations under Code section 415, the annual additions under the
       Weis Markets, Inc. Stock Bonus Plan that the employer also sponsors
       will be reduced to the extent necessary to comply with such
       limitations first.  If any further reduction is required, the annual
       additions under the Weis Markets, Inc. Retirement Savings Plan will
       be reduced second with respect to such participants.  If any further
       reduction is required, the annual additions under this plan will be
       reduced third with respect to such participants.

Section 3.2 - Profit Sharing Contributions

   (a) Amount of Contribution - The employer shall determine, in its sole
       discretion, the amount of employer profit sharing contribution to be
       made to the plan each year; provided, however, that the employer
       shall contribute such amount as may be required for restoration of a
       forfeited amount under Section 4.2.

   (b) Conditions for Allocations - An active participant shall be
       eligible for an allocation of the employer profit sharing
       contribution and forfeitures as of an allocation date, provided that
       he satisfies the following conditions:

       (1) He completed at least 1,000 hours of service during the current
           plan year, except that the hours of service requirement shall not
           apply with respect to any minimum top-heavy allocation as provided
           in Section 5.4.

                                     AND

       (2) He is employed by the employer on the last day of the plan year.

                                     AND

       (3) He is not a Highly Compensated Employee as defined in Section
           1.4(b).

   (c) (1) Allocation Formula

           The employer profit sharing contribution and forfeitures for the
           plan year shall be allocated to the profit sharing account of each
           eligible participant in the ratio that each participant's number
           of allocation units bears to the allocation units of all
           participants.  A participant shall be credited with one allocation
           unit for each full $100.00 of compensation for the plan year, plus
           1.5 units for each year of service.

       (2) Top-Heavy Plan Years

           In any plan year in which this plan is top-heavy (as defined in
           Section 5.4(e)(2)) when aggregated with the Weis Markets, Inc.
           Retirement Savings Plan and Weis Markets, Inc. Stock Bonus Plan
           that the employer also sponsors, the top-heavy minimum benefit
           requirement shall be met under the Weis Markets, Inc. Retirement
           Savings Plan.  For such a plan year, the contribution on behalf of
           each participant who is a non-key employee and who participates in
           the aggregated plans shall be increased as necessary under such
           other sponsored defined contribution plan to equal 3% of such
           participant's compensation or the largest percentage of employee
           401(k) elective deferral contribution, employer contribution, and
           forfeitures allocated under the aggregated plans on behalf of any
           key employee for that year, whichever is less.

           If a participant only participates in this plan, the contributions
           and forfeitures allocable to the profit sharing account shall be
           increased as necessary for compliance with the top-heavy minimum
           benefit requirement.  The total of the contributions and
           forfeitures allocated to such account(s) for such a participant
           shall not be less than an amount equal to 3% of his compensation
           or the largest percentage of employee 401(k) elective deferral
           contribution, employer contribution, and forfeiture allocated
           under the aggregated plans on behalf of any key employee for that
           year, whichever is less.

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       (3) Compensation - For purposes of the allocation of the employer
           profit sharing contribution, compensation means compensation as
           defined in Section 1.2(a) and (b) for the entire plan year.
           However, for purposes of the top-heavy contribution, compensation
           means compensation as defined in Section 5.1(d)(2), subject to the
           limitations of Section 1.2(c).

Section 3.3 - Qualified Nonelective Contributions

   Qualified nonelective contributions shall not be made under this plan
   and no amount shall be credited to the qualified nonelective
   contribution account.  Any employer contributions shall be made as
   profit sharing contributions.  In any plan year in which the plan is
   top-heavy (as defined in Section 5.4(e)(2)), the top-heavy minimum
   benefit requirement shall be met as provided in Section 3.2.

Section 3.4 - Employee 401(k) Elective Deferral Contributions

   No contribution shall be made under this plan pursuant to either a
   salary reduction arrangement or a cash or deferred arrangement and no
   amount shall be credited to the employee 401(k) elective deferral
   account.

Section 3.5 - Employee Nondeductible Contributions

   Employee nondeductible contributions are not permitted under this plan
   and no amount shall be credited to the employee nondeductible
   contribution account.  A participant may not treat his excess
   contributions as an amount distributed to him and then contributed by
   him to the plan as an employee nondeductible contribution as described
   in Section 5.5(b)(3).

Section 3.6 - Employer Matching Contributions

   Employer matching contributions shall not be made under this plan and no
   amount shall be credited to the employer matching contribution account.

Section 3.7 - Rollover/Transfer Account

   (a) Rollover Contributions - A participant may contribute to his
       rollover/transfer account any amounts that he previously received
       either as a lump sum distribution (as defined in Code
       section 402(e)(4)(D)) or within one taxable year as a distribution
       from another qualified plan on account of termination of that plan
       provided that:

       (1) He transferred such distribution to an individual retirement
           account or annuity within sixty (60) days after receipt, or

       (2) He transferred such distribution to this plan within sixty
          (60) days after receipt.

       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.

   (b) Transfer Contributions - With the consent of the plan
       administrator, the participant may have funds transferred directly to
       this plan from another qualified plan.  Consent shall not be given if
       the optional forms of payment to which the funds are subject under
       the prior plan are not properly disclosed by the prior plan or cannot
       be accommodated by this plan and trust.

       Further, this plan shall not accept any direct or indirect transfers
       (in a transfer after December 31, 1984) from a defined benefit plan,
       money purchase plan (including a target benefit plan), stock bonus or
       profit sharing plan that would otherwise have provided for a life
       annuity form of payment to the participant.

   (c) Contributions Before Plan Entry Date - An employee, (who is in the
       eligible class of employees) prior to satisfying the plan's
       eligibility conditions, may make a rollover or transfer contribution
       to the plan to the same extent and in the same manner as a
       participant.  If an employee makes a rollover or transfer
       contribution to the plan before satisfying the plan's eligibility
       conditions, the plan administrator and trustee will treat the
       employee as a participant for all purposes of the plan, except the
       employee is not a participant for purposes of sharing in
       contributions or 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/transfer account to him.

   (d) Distribution - Withdrawals may be made from a rollover/transfer
       account under the terms and conditions set forth in Section 4.4.

Section 3.8 - Allocation of Investment Results

   (a) General Allocation Procedures

       Investment income and market value appreciation or depreciation shall
       be allocated to each account of each participant who has accrued
       benefits in proportion to the respective account balances on each
       accounting date.  For this purpose, each account balance shall be
       equal to the average balance for the period commencing on the day
       following the prior accounting date and ending on the current
       accounting date.

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   (b) Participant Investment Election
       A participant who has reached age 55 and is 100% vested may elect to
       have 50% or 100% of his account transferred to a separate interest
       bearing fund which is not subject to market value fluctuation (money
       market fund or similar investment) and to have the investment results
       allocated to his account based upon earnings and losses on such
       separate interest bearing fund.  The participant may make such
       investment election at any time after he reaches age 55 and is 100%
       vested in his account by filing a written election with the plan
       administrator within 30 days after the first day of the plan year as
       of which such election is to be effective.  The participant may
       change this election annually and such election is irrevocable until
       the first day of the plan year following the plan year as of which
       such election is to be effective.

       Participants who terminate employment with account balances in excess
       of $5,000 may make the same investment election as above at the time
       of termination.  However, this one-time election is irrevocable until
       age 55.  At that time, the participant may change this election
       annually as above.

                  ARTICLE IV - PAYMENT OF PARTICIPANT ACCOUNTS

Section 4.1 - Vesting Service Rules

   (a) Vesting Year of Service means a vesting computation period during
       which the employee completes at least 1,000 hours of service with the
       employer.  All of an employee's years of service with the employer
       shall be counted to determine the nonforfeitable percentage in the
       employee's account balance(s) derived from employer contributions,
       except:

       (1) Years of service disregarded under the break in service rules
           in Section 4.1(d) below.  (Post-ERISA break in service rules)

       (2) Years of service before the effective date of ERISA if such
           service would have been disregarded under the break in service
           rules of the prior plan in effect from time to time before such
           date.  For this purpose, break in service rules are rules which
           result in the loss of prior vesting or benefit accruals, or which
           deny an employee eligibility to participate, by reason of
           separation or failure to complete a required period of service
           within a specified period of time.  (Pre-ERISA break in service
           rules)

   (b) One Year Break in Service means for the purposes of this
       Article IV a vesting computation period during which the participant
       or former participant does not complete more than 500 hours of
       service with the employer.

   (c) Vesting Computation Period means the 12-consecutive-month period
       coinciding with the plan year.

   (d) Break in Service Rules

       (1) Vested Participant - A former participant who had a
           nonforfeitable right to all or a portion of his account balance(s)
           derived from employer contributions at the time of his termination
           from service shall retain credit for all vesting years of service
           prior to a break in service.

       (2) Nonvested Participant - In the case of a former participant who
           did not have any nonforfeitable right to his account balance(s)
           derived from employer contributions at the time of his termination
           from service, years of service before a period of consecutive one-
           year breaks in service shall not be taken into account in
           computing service if the number of consecutive one-year breaks in
           service in such period equals or exceeds the greater of 5 or the
           aggregate number of years of service before such breaks in
           service.  Such aggregate number of years of service shall not
           include any years of service disregarded under the preceding
           sentence by reason of prior breaks in service.

       (3) Vesting for Pre-Break and Post-Break Accounts - In the case of
           a participant who has five or more consecutive one-year breaks in
           service, all years of service after such breaks in service shall
           be disregarded for the purpose of vesting the employer-derived
           account balance(s) that accrued before such breaks in service.
           Whether or not such participant's pre-break service counts in
           vesting the post-break employer-derived account balance(s) shall
           be determined according to the rules set forth in
           Section 4.1(d)(1) and (2) above.  Separate accounts shall be
           maintained for each of the participant's pre-break and post-break
           employer-derived account balance(s).  All accounts shall share in
           the investment earnings and losses of the fund.

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Section 4.2 - Vesting of Participant Accounts

   (a) Determination of Vesting

       (1) Normal Retirement - A participant's right to his account
           balance(s) shall be 100% vested and nonforfeitable upon the
           attainment of age 65, the normal retirement age.  If the employer
           enforces a mandatory retirement age, the normal retirement age
           shall be the lesser of the mandatory age or the age specified
           herein.

       (2) Late Retirement - If a participant remains employed after his
           normal retirement age, his account balance(s) shall remain 100%
           vested and nonforfeitable.  Such participant shall continue to
           receive allocations to his account as he did before his normal
           retirement age.

       (3) Early Retirement - In the case of a participant who has
           attained age 60 and completed 5 years of service before his normal
           retirement age, the participant's right to his account balance(s)
           shall be 100% vested and nonforfeitable.  Such participant may
           retire before his normal retirement age without the consent of the
           employer and receive payment of benefits from the plan.  If a
           participant separates from service before satisfying the age
           requirement for early retirement, but has satisfied the service
           requirement, the participant shall be entitled to elect an early
           retirement benefit upon satisfaction of such age requirement.

       (4) Disability - If a participant separates from service due to
           disability, such participant's right to his account balance(s) as
           of his date of disability shall be 100% vested and nonforfeitable.
           Disability means inability to engage in any substantial gainful
           activity by reason of any medically determinable physical or
           mental impairment which can be expected to result in death or
           which has lasted or can be expected to last for a continuous
           period of not less than 12 months.  The permanence and degree of
           such impairment shall be supported by medical evidence.
           Notwithstanding such definition, a participant who is eligible for
           Social Security disability benefits shall automatically satisfy
           the definition of disability.  Disability shall be determined by
           the plan administrator after consultation with a physician chosen
           by the plan administrator.  In the administration of this section,
           all employees shall be treated in a uniform manner in similar
           circumstances.

       (5) (A) Death - In the event of the death of a participant who
               has an accrued benefit under the plan, (whether or not he is an
               active participant), 100% of the participant's account
               balance(s) as of the date of death shall be paid to his
               surviving spouse; except that, if there is no surviving spouse,
               or if the surviving spouse has already consented in a manner
               which is (or conforms to) a qualified election under the joint
               and survivor annuity provisions of Code section 417(a) and
               regulations issued pursuant thereto and as set forth in
               Section 5.2, then such balance(s) shall be paid to the
               participant's designated beneficiary.

           (B) Beneficiary Designation - Subject to the spousal consent
               requirements of Section 5.2, the participant shall have the
               right to designate his beneficiaries, including a contingent
               death beneficiary, and shall have the right at any time prior
               to his death to change such beneficiaries. The designation
               shall be effective only if made in writing on a form signed by
               the participant and supplied by and filed with the plan
               administrator prior to his death. If the participant fails to
               designate a beneficiary, or if the designated person or persons
               predecease the participant, "beneficiary" shall mean: (a) the
               spouse, (b) if no surviving spouse, then to the surviving
               children in equal shares, (c) if no surviving children, then to
               the surviving parents in equal shares, (d) if no surviving
               parents, then to the surviving brothers and sisters in equal
               shares, (e) if no surviving brothers and sisters, then (f) to
               the participant's estate if an estate is opened within 2 years
               of the participant's death; and otherwise to a charity selected
               in the sole discretion of the plan administrator.

               If a designated beneficiary dies after the participant has died
               but before the plan has commenced or made distribution to the
               designated beneficiary, the plan shall be administered as set
               forth in this paragraph. The death benefit will be paid to the
               beneficiary's designated beneficiary, if any designated prior
               to such beneficiary's death in connection with the
               beneficiary's election of a form of payment of the
               participant's death benefit to which he is entitled; and if no
               such designation is on file with the plan administrator, then
               to the beneficiary's estate in a single lump sum payment if an
               estate is opened within 2 years of the participant's death; and
               otherwise to a charity selected in the sole discretion of the
               plan administrator.  If the deceased designated beneficiary was
               not the participant's surviving spouse, distribution under this
               paragraph will be completed by December 31 of the fifth year
               following the participant's date of death.  If the deceased
               designated beneficiary was the participant's surviving spouse,
               distribution under this paragraph will be completed by December
               31 of the fifth year following the beneficiary's date of death.

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               For purposes of this Section, if a spouse or beneficiary of the
               participant dies simultaneously with the participant, for
               purposes of the plan, the participant shall be deemed to be the
               survivor and to have died subsequent to such spouse or
               beneficiary.  Likewise, if a beneficiary designated by a
               designated beneficiary dies simultaneously with a designated
               beneficiary, the designated beneficiary shall be deemed to be
               the survivor and to have died subsequent to the beneficiary
               designated by the designated beneficiary.

       (6) Termination From Service - If a participant separates from the
           service of the employer other than by retirement, disability, or
           death, his vested interest in his accounts shall be equal to the
           account balance multiplied by the vesting percentage determined
           below:
           (A) Profit Sharing Account - The vesting percentage applicable
               to the participant's profit sharing account shall be determined
               based on his vesting years of service as follows:


            Years of Service           Vesting Percentage
            ----------------           ------------------
               0-2 Years                        0%
                 3                             20%
                 4                             40%
                 5                             60%
                 6                             80%
             7 or More Years                  100%


               Transition Rule - Notwithstanding the above vesting schedule,
               the vesting provisions of the plan before July 31, 1993, the
               effective date of the amendment, shall continue to apply to
               participants who participated in the plan before the amendment
               date, if such prior vesting provisions are more favorable to
               particular participants than the vesting provisions set forth
               herein.

           (B) Employer Matching Contribution Account - No employer
               matching contribution account is provided under this plan.

           (C) Other Accounts - The participant shall always be 100% vested
               in his following accounts:  employee nondeductible contribution
               account and rollover/transfer account.  The accrued benefit in
               such accounts shall be nonforfeitable.

   (b) Forfeitures

       (1) Time of Forfeiture - If a participant terminates employment
           before his account balances derived from employer contributions
           are fully vested, the nonvested portion of his accounts shall be
           forfeited on the earlier of:

           (A) The last day of the vesting computation period in which the
               participant first incurs five consecutive one-year breaks in
               service, or

           (B) The date the participant receives his entire vested accrued
               benefit.

       (2) Cashout Distributions and Restoration

           (A) Cashout Distribution - If an employee terminates service and
               the value of his vested account balances derived from employer
               and employee contributions are not greater than $5,000, the
               employee shall receive a distribution of the value of the
               entire vested portion of such account balances and the
               nonvested portion will be treated as a forfeiture.  For
               purposes of this section, if the value of an employee's vested
               account balances is zero, he shall be deemed to have received a
               distribution of such vested account balances.  (Effective for
               distributions made on or after March 22, 1999, for the purpose
               of determining the value of a participant's vested account
               balance, prior distributions shall be disregarded if
               distributions have not commenced under an optional form of
               payment described in Section 4.3.)

               If an employee terminates service and the value of his vested
               account balances exceeds $5,000, he may elect to receive the
               value of his vested account balances after such termination as
               provided in Section 4.3.  The nonvested portion shall be
               treated as a forfeiture as of the date of distribution.  If the
               employee elects to have distributed less than the entire vested
               portion of the account balances derived from employer
               contributions, the part of the nonvested portion that will be
               treated as a forfeiture is the total nonvested portion
               multiplied by a fraction, the numerator of which is the amount
               of the distribution attributable to employer contributions and
               the denominator of which is the total value of the vested
               employer derived account balances.

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           (B) Restoration of Accounts - If an employee receives a cashout
               distribution pursuant to this section and resumes employment
               covered under this plan before he incurs five consecutive one-
               year breaks in service, his employer-derived account balances
               shall each be restored to the amount on the date of
               distribution, if he repays to the plan the full amount of the
               distribution attributable to employer contributions before the
               earlier of five years after the first date on which he is
               subsequently re-employed by the employer, or the date he incurs
               five consecutive one-year breaks in service following the date
               of the distribution.  If an employee is deemed to receive a
               distribution pursuant to this Section 4.2(b)(2), and he resumes
               employment covered under this plan before he incurs five
               consecutive one-year breaks in service, upon the re-employment
               of such employee his employer-derived account balances will be
               restored to the amount on the date of such deemed distribution.

               Any amount required to restore such forfeitures shall be
               deducted from forfeitures (including forfeitures of excess
               aggregate contributions) occurring in the plan year of
               restoration.  If forfeitures are insufficient for the
               restoration, the employer may make a contribution to the plan
               for such plan year to satisfy the restoration.  However, by the
               end of the plan year following the plan year of restoration,
               sufficient forfeitures or employer contributions shall be
               credited to the account to satisfy the restoration.

   (c) Disposition of Forfeitures

       (1) Profit Sharing Account - Forfeitures of profit sharing accounts
           shall be reallocated among the eligible active participants at the
           end of the plan year in which such forfeitures occur in accordance
           with the allocation procedures set forth in Section 3.2.

       (2) Employer Matching Contribution Account - No employer matching
           contribution account is provided under this plan.

   (d) Withdrawal of Employee Nondeductible Contributions - No
       forfeitures shall occur solely as a result of an employee's
       withdrawal of employee nondeductible contributions.

   (e) Unclaimed Benefits

      (1) Forfeiture - The plan does not require the trustee or the plan
          administrator 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 the plan, the
          plan administrator, by certified or registered mail addressed to
          his last known address of record, shall notify any participant or
          beneficiary that he is entitled to a distribution under this plan.
          If the participant or beneficiary fails to claim his distributive
          share or make his whereabouts known in writing to the plan
          administrator within twelve months from the date of mailing of the
          notice, the plan administrator shall treat the participant's or
          beneficiary's unclaimed payable accrued benefit as forfeited and
          shall reallocate such forfeiture in accordance with
          Section 4.2(c).  A forfeiture under this paragraph shall occur at
          the end of the notice period or, if later, the earliest date
          applicable Treasury regulations would permit the forfeiture.
          These forfeiture provisions apply solely to the participant's or
          beneficiary's accrued benefit derived from employer contributions.

      (2) Restoration - If a participant or beneficiary who has incurred
          a forfeiture of his accrued benefit under the provisions of this
          Subsection makes a claim, at any time, for his forfeited accrued
          benefit, the plan administrator shall 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 after the date of the
          forfeiture.  The plan administrator shall make the restoration
          during the plan year in which the participant or beneficiary makes
          the claim from forfeitures occurring in that plan year.  If
          forfeitures are insufficient for the restoration, the employer
          shall make a contribution to the plan to satisfy the restoration.
          The plan administrator shall 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
          plan administrator restores the forfeited accrued benefit.

Section 4.3 - Payment of Participant Accounts

  (a) Time of Payment

      (1) Commencement of Benefits - Unless the participant elects
          otherwise, distribution of benefits shall begin no later than the
          60th day after the latest of the close of the plan year in which:

          (A) The participant attains age 65 (or the plan's normal
              retirement age, if earlier);

          (B) Occurs the 10th anniversary of the year in which the
              participant commenced participation in the plan; or

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          (C) The participant terminates service with the employer (i.e.
              late retirement).

      (2) Payment Upon Retirement, Disability, or Death - Subject to the
          provisions set forth in Section 4.3(a)(1), in the Joint and
          Survivor Requirements of Section 5.2, and in the Distribution
          Requirements of Section 5.3, if the participant terminates
          employment due to retirement, disability, or death, his account(s)
          shall be paid as soon as administratively possible after the
          occurrence of the event creating the right to a distribution.

      (3) Payment Upon Other Termination of Employment - Subject to the
          provisions set forth in Section 4.3(a)(1), and in the Distribution
          Requirements of Section 5.3, if the participant terminates
          employment other than by retirement, disability, or death, his
          account(s) shall be paid as soon as administratively possible
          after the end of the plan year in which severance of employment
          occurs.

          However, if the vested profit sharing, employer matching and
          qualified nonelective contribution accounts exceed $25,000, no
          distribution shall be made until the participant attains age 65 or
          until the participant meets the early retirement requirements, if
          earlier.

      (4) Notwithstanding the foregoing, the failure of a participant
          (and spouse where the spouse's consent is required) to consent to
          a distribution while a benefit is immediately distributable,
          within the meaning of Section 5.2(c), shall be deemed to be an
          election to defer commencement of payment of any benefit
          sufficient to satisfy this section.

  (b) Optional Form(s) of Payment - A participant or beneficiary may
      elect to receive distribution of his account(s) in one of the
      optional forms of payment outlined below, provided that such
      distribution complies with the Distribution Requirements of
      Section 5.3.

      The participant or beneficiary shall file a written request for
      benefits with the plan administrator before payments will commence.
      If a distribution is required under Section 5.3, the vested balance
      of the account(s) exceeds $5,000, and the participant fails to elect
      a form of payment, the trustee shall pay the benefit in installment
      payments that meet the requirements of Section 5.3 over the joint
      life and last survivor expectancy of the participant and his
      designated beneficiary.

      Optional forms of payment include:

      (1) Lump Sum Payment - A lump sum benefit payment may be made in
          cash from the fund or by distribution of assets in kind, provided
          that the participant or beneficiary agrees to such distribution in
          kind and the trustee determines a current fair market value of the
          assets to be distributed.  However, if the vested accrued benefit
          is no more than $5,000, benefits shall automatically be paid in a
          lump sum.

      (2) Installment Payments over a period of years that meets the
          Distribution Requirements of Section 5.3.  Installment payments
          may be made in cash from the fund or by distribution of an annuity
          term certain contract.

          If installment payments are made from the fund, the plan
          administrator shall direct the trustee to segregate the
          participant's accrued benefit in a separate account.  The trustee
          will invest such participant's segregated account in federally
          insured interest bearing savings accounts or time deposits (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.

  (c) General Payment Provisions

      (1) All distributions due to be made under this plan shall be made
          on the basis of the amount to the credit of the participant as of
          the accounting date coincident with or immediately preceding the
          occurrence of the event calling for a distribution.

          For a lump sum distribution made to a participant in the same year
          as the participant's date of termination, such amount shall be
          increased with respect to investment results attributable thereto
          which accrue during the period following such accounting date
          until the participant's date of termination.  If a distributable
          event occurs after an allocation date and before allocations have
          been made to the account of the participant, the distribution
          shall also include the amounts allocable to the account as of such
          allocation date.

      (2) If any person entitled to receive benefits hereunder is
          physically or mentally incapable of receiving or acknowledging
          receipt thereof, and if a legal representative has been appointed
          for him, the plan administrator may direct the benefit payment to
          be made to such legal representative.

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      (3) Each optional form of benefit provided under the plan shall be
          made available to all participants on a nondiscriminatory basis.
          The plan may not retroactively reduce or eliminate optional forms
          of benefits and any other Code section 411(d)(6) protected
          benefits, except as provided in Regulation section 1.411(d)-4,
          Q&A-2(b) and in other relief granted statutorily or by the
          Commissioner of Internal Revenue.  Any reduction or elimination of
          optional forms of benefits shall apply only to benefits accrued
          after the later of the effective date or adoption date of such
          change.

      (4) The participant's election of a form of benefit payment shall
          be irrevocable as of the annuity starting date, subject to the
          notice requirements contained in Section 4.3(e).

      (5) Any annuity contract distributed herefrom shall be
          nontransferable.  The terms of any such annuity contract purchased
          and distributed by the plan shall comply with the requirements of
          this plan.  The ownership of the annuity contract shall reside
          with the participant.  Any dividend, refund or recovery on an
          annuity contract shall be credited to the participant or
          beneficiary for whom the annuity contract was purchased.

  (d) Eligible Rollover Distributions

      Effective for distributions made on or after January 1, 1993,
      notwithstanding the optional forms of payment listed in
      Section 4.3(b), 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.

      (1) Eligible Rollover Distribution - An eligible rollover
          distribution is any distribution of all or any portion of the
          balance to the credit of the distributee, except that an eligible
          rollover distribution does not include:  any distribution that is
          one of a series of substantially equal periodic payments (not less
          frequently than annually) made for the life (or life expectancy)
          of the distributee or the joint lives (or joint life expectancies)
          of the distributee and the distributee's designated beneficiary,
          or for a specified period of ten years or more; any distribution
          to the extent such distribution is required under Code
          section 401(a)(9), the portion of any distribution that is not
          includable in gross income (determined without regard to the
          exclusion for net unrealized appreciation with respect to employer
          securities), and a hardship withdrawal made on or after
          January 1, 1999 from a participant's employee 401(k) elective
          deferral account before he has attained age 591/2.

      (2) Eligible Retirement Plan - An eligible retirement plan is an
          individual retirement account described in Code section 408(a), an
          individual retirement annuity described in Code section 408(b), an
          annuity plan described in Code section 403(a), or a qualified
          trust described in Code section 401(a), that accepts the
          distributee's eligible rollover distribution.  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.

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

      (4) Direct Rollover - A direct rollover is a payment by the plan to
          the eligible retirement plan specified by the distributee.

  (e) Payment Election Procedures
      As described in Section 5.2(c), an account balance in excess of
      $5,000 shall not be immediately distributed without the consent of
      the participant.  The participant shall receive the notice required
      under Regulation section 1.411(a)-11(c) no less than 30 days and no
      more than 90 days before the annuity starting date with respect to
      the distribution.  Effective for distributions made on or after
      January 1, 1993, for any distribution in excess of $200, the plan
      administrator shall give the participant notice of his eligible
      rollover distribution rights.  The participant shall receive such
      notice in the same time period as the 411 notice is required to be
      provided.  Effective for distributions made on or after
      January 1, 1994, if a distribution is one to which Code
      sections 401(a)(11) and 417 do not apply, such distribution may
      commence less than 30 days after the 411 notice is given, provided
      that:

      (1) The plan administrator clearly informs the participant that the
          participant has a right to a period of at least 30 days after
          receiving the notice to consider the decision of whether or not to
          elect a distribution (and, if applicable, a particular
          distribution option), and

      (2) The participant, after receiving the notice, affirmatively
          elects a distribution.

Section 4.4 - In-Service Payments

  (a) Withdrawals - A participant may withdraw amounts from his
      account(s) before his separation from service only under the
      circumstances and only to the extent provided below.
      No payments shall be made before separation from service.

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  (b) Participant Loans
      No participant loans shall be permitted under this plan.

Section 4.5 - Distributions Under Domestic Relations Orders

  Nothing contained in this plan prevents the trustee, in accordance with
  the direction of the plan administrator, from complying with the
  provisions of a qualified domestic relations order (as defined in Code
  section 414(p)).

  A distribution will not be made to an alternate payee until the
  participant attains (or would have attained) his earliest retirement
  age.  For this purpose, earliest retirement age means the earlier of:
  (1) the date on which the participant is entitled to a distribution
  under this plan; or (2) the date the participant attains age 50.  Any
  restriction on the account balance payable before the participant
  satisfies the early retirement requirements shall not apply to an
  alternate payee.

  Nothing in this Section 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 plan administrator shall establish reasonable procedures to
  determine the qualified status of a domestic relations order.  Upon
  receiving a domestic relations order, the plan administrator 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 plan
  administrator shall determine the qualified status of the order and
  shall notify the participant and each alternate payee, in writing, of
  its determination.  The plan administrator shall 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 plan administrator is making its
  determination of the qualified status of the domestic relations order,
  the plan administrator shall make a separate accounting of the amounts
  payable.  If the plan administrator determines the order is a qualified
  domestic relations order within 18 months of the date amounts first are
  payable following receipt of the order, it shall direct the trustee to
  distribute the payable amounts in accordance with the order.  If the
  plan administrator does not make its determination of the qualified
  status of the order within the 18-month determination period, it shall
  direct the trustee to distribute the payable amounts in the manner the
  plan would distribute if the order did not exist and shall apply the
  order prospectively if it later determines the order is a qualified
  domestic relations order.

                  ARTICLE V - ADDITIONAL QUALIFICATION RULES

Section 5.1 - Limitations on Allocations Under Code Section 415

  (a) Single Plan Limitations

      (1) If the participant does not participate in, and has never
          participated in another qualified plan maintained by the employer,
          a welfare benefit fund (as defined in Code section 419(e))
          maintained by the employer, or an individual medical account (as
          defined in Code section 415(l)(2)) maintained by the employer,
          that provides an annual addition as defined in Section 5.1(d)(1),
          the amount of annual additions that may be credited to the
          participant's account for any limitation year will not exceed the
          lesser of the maximum permissible amount or any other limitation
          contained in this plan.  If the employer contribution that would
          otherwise be contributed or allocated to the participant's account
          would cause the annual additions for the limitation year to exceed
          the maximum permissible amount, the amount contributed or
          allocated will be reduced so that the annual additions for the
          limitation year will equal the maximum permissible amount.

      (2) Prior to determining the participant's actual compensation for
          the limitation year, the employer may determine the maximum
          permissible amount for a participant on the basis of a reasonable
          estimation of the participant's compensation for the limitation
          year, uniformly determined for all participants similarly
          situated.

      (3) As soon as is administratively feasible after the end of the
          limitation year, the maximum permissible amount for the limitation
          year will be determined on the basis of the participant's actual
          compensation for the limitation year.

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      (4) If pursuant to Section 5.1(a)(3) or as a result of either the
          allocation of forfeitures or a reasonable error in determining the
          amount of elective deferrals that may be made with respect to a
          participant, there is an excess amount, the excess will be
          disposed of as follows:

          (A) Any employee nondeductible contributions (and any gain
              attributable thereto), to the extent they would reduce the
              excess amount, will be returned to the participant.

          (B) If after the application of Subparagraph (A) an excess
              amount still exists, any elective deferrals (and any gain
              attributable thereto), to the extent they would reduce the
              excess amount, will be distributed to the participant.

          (C) If after the application of Subparagraph (B) an excess
              amount still exists, the excess amount shall be allocated and
              reallocated to the profit sharing account or qualified
              nonelective contribution account of the other participants in
              the plan to the extent permissible under the limitations of
              this Section 5.1.

          (D) If after the application of Subparagraph (C) an excess
              amount still exists, the excess amount will be held unallocated
              in a suspense account.  The suspense account will be applied to
              reduce future employer contributions for all active
              participants in the next limitation year, and each succeeding
              limitation year if necessary.

          (E) If a suspense account is in existence at any time during a
              limitation year pursuant to this Section 5.1(a)(4), it will not
              participate in the allocation of the trust's investment gains
              and losses.  If a suspense account is in existence at any time
              during a particular limitation year, all amounts in the
              suspense account must be allocated and reallocated to
              participants' accounts before any employer, elective deferral,
              or employee nondeductible contributions may be made to the plan
              for that limitation year.  Excess amounts may not be
              distributed to participants or former participants.
  (b) Combined Limitations - Other Defined Contribution Plan

      (1) This Section 5.1(b) applies if, in addition to this plan, the
          participant is covered under another qualified defined
          contribution plan maintained by the employer, a welfare benefit
          fund (as defined in Code section 419(e)) maintained by the
          employer, or an individual medical account (as defined in Code
          section 415(l)(2)), maintained by the employer, that provides an
          annual addition as defined in Section 5.1(d)(1), during any
          limitation year.  The annual additions that may be credited to a
          participant's account under this plan for any such limitation year
          will not exceed the maximum permissible amount reduced by the
          annual additions credited to a participant's account under the
          other plans and welfare benefit funds for the same limitation
          year.  If the annual additions with respect to the participant
          under other defined contribution plans and welfare benefit funds
          maintained by the employer are less than the maximum permissible
          amount and the employer contribution that would otherwise be
          contributed or allocated to the participant's account under this
          plan would cause the annual additions for the limitation year to
          exceed this limitation, the amount contributed or allocated will
          be reduced so that the annual additions under all such plans and
          funds for the limitation year will equal the maximum permissible
          amount.  If the annual additions with respect to the participant
          under such other defined contribution plans and welfare benefit
          funds in the aggregate are equal to or greater than the maximum
          permissible amount, no amount will be contributed or allocated to
          the participant's account under this plan for the limitation year.

      (2) Prior to determining the participant's actual compensation for
          the limitation year, the employer may determine the maximum
          permissible amount for a participant in the manner described in
          Section 5.1(a)(2).

      (3) As soon as is administratively feasible after the end of the
          limitation year, the maximum permissible amount for the limitation
          year will be determined on the basis of the participant's actual
          compensation for the limitation year.

      (4) If, pursuant to Section 5.1(b)(3) or as a result of the
          allocation of forfeitures, a participant's annual additions under
          this plan and such other plans would result in an excess amount
          for a limitation year, the excess amount will be deemed to consist
          of the annual additions last allocated, except that annual
          additions attributable to a welfare benefit fund or individual
          medical account will be deemed to have been allocated first
          regardless of the actual allocation date.

      (5) If an excess amount was allocated to a participant on an
          allocation date of this plan that coincides with an allocation
          date of another plan, the excess amount will be disposed of in the
          manner provided in Section 3.1(c).

      (6) Any excess amount attributed to this plan will be disposed of
          in the manner described in Section 5.1(a)(4).

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  (c) Combined Limitations - Other Defined Benefit Plan
      If the employer maintains, or at any time maintained, a qualified
      defined benefit plan covering any participant in this plan, the sum
      of the participant's defined benefit plan fraction and defined
      contribution plan fraction will not exceed 1.0 in any limitation
      year.  Any excess amounts shall be disposed of in the manner provided
      in Section 3.1(c).  Any excess amount attributed to this plan will be
      disposed of in the manner described in Section 5.1(a)(4).
      Effective with respect to limitation years beginning after
      December 31, 1999, this Section 5.1(c) shall no longer be in effect.
      The following definitions in Section 5.1(d) shall no longer apply:
      defined benefit plan fraction, defined contribution plan fraction,
      highest average compensation, projected annual benefit.

  (d) Definitions (Code Section 415 Limitations)

      (1) Annual Additions - The sum of the following amounts credited to
          a participant's account for the limitation year:  (A) employer
          contributions, (B) employee contributions, (C) forfeitures, and
          (D) amounts allocated, after March 31, 1984, to an individual
          medical account, as defined in Code section 415(l)(2), that is
          part of a pension or annuity plan maintained by the employer are
          treated as annual additions to a defined contribution plan.  Also,
          amounts derived from contributions paid or accrued after
          December 31, 1985 (in taxable years ending after such date), that
          are attributable to postretirement medical benefits, allocated to
          the separate account of a key employee (as defined in Code
          section 419A(d)(3)) under a welfare benefit fund (as defined in
          Code section 419(e)) maintained by the employer are treated as
          annual additions to a defined contribution plan.

          For this purpose, any excess amount applied under
          Section 5.1(a)(4) or (b)(6) in the limitation year to increase the
          accounts of participants who did not have an excess amount or to
          reduce employer contributions will be considered annual additions
          for such limitation year.

      (2) Compensation - A participant's earned income and any earnings
          reportable as W-2 wages for federal income tax withholding
          purposes.  W-2 wages means wages as defined in Code
          section 3401(a) but determined without regard to any rules that
          limit the remuneration included in wages based on the nature or
          location of the employment or the services performed (such as the
          exception for agricultural labor in Code section 3401(a)(2)).

          For limitation years beginning after December 31, 1991, for
          purposes of applying the limitations of this Section 5.1,
          compensation for a limitation year is the compensation actually
          paid or includable in gross income during such limitation year.

          For limitation years beginning after December 31, 1997,
          compensation shall include elective contributions as defined in
          Section 1.2(a) and elective contributions under a Code section 457
          plan or a Code section 501(c)(18) plan.

          Notwithstanding the preceding, compensation for a participant in a
          defined contribution plan who is permanently and totally disabled
          (as defined in Code section 22(e)(3)) is the compensation such
          participant would have received for the limitation year if the
          participant had been paid at the rate of compensation paid
          immediately before becoming permanently and totally disabled; such
          imputed compensation for the disabled participant may be taken
          into account only if contributions made on behalf of such
          participant are nonforfeitable when made.

      (3) Defined Benefit Fraction - A fraction, the numerator of which
          is the sum of the participant's projected annual benefits under
          all the defined benefit plans (whether or not terminated)
          maintained by the employer, and the denominator of which is the
          lesser of 125% of the dollar limitation determined for the
          limitation year under Code sections 415(b) and (d) or 140% of the
          highest average compensation, including any adjustments under Code
          section 415(b).

          Notwithstanding the above, if the participant was a participant as
          of the first day of the first limitation year beginning after
          December 31, 1986, in one or more defined benefit plans maintained
          by the employer which were in existence on May 6, 1986, the
          denominator of this fraction will not be less than 125% of the sum
          of the annual benefits under such plans that the participant had
          accrued as of the close of the last limitation year beginning
          before January 1, 1987, disregarding any changes in the terms and
          conditions of the plan after May 5, 1986. The preceding sentence
          applies only if the defined benefit plans individually and in the
          aggregate satisfied the requirements of Code section 415 for all
          limitation years beginning before January 1, 1987.

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      (4) Defined Contribution Dollar Limitation - $30,000, as adjusted
          under Code section 415(d) for limitation years beginning after
          December 31, 1994.

      (5) Defined Contribution Fraction - A fraction, the numerator of
          which is the sum of the annual additions to the participant's
          account under all the defined contribution plans (whether or not
          terminated) maintained by the employer for the current and all
          prior limitation years (including the annual additions
          attributable to the participant's nondeductible employee
          contributions to all defined benefit plans, whether or not
          terminated, maintained by the employer, and the annual additions
          attributable to all welfare benefit funds, as defined in Code
          section 419(e), and individual medical accounts, as defined in
          Code section 415(l)(2), maintained by the employer), and the
          denominator of which is the sum of the maximum aggregate amounts
          for the current and all prior limitation years of service with the
          employer (regardless of whether a defined contribution plan was
          maintained by the employer).  The maximum aggregate amount in any
          limitation year is the lesser of 125% of the dollar limitation
          determined under Code sections 415(b) and (d) in effect under Code
          section 415(c)(1)(A) or 35% of the participant's compensation for
          such year.

          If the employee was a participant as of the end of the first day
          of the first limitation year beginning after December 31, 1986, in
          one or more defined contribution plans maintained by the employer
          that were in existence on May 6, 1986, the numerator of this
          fraction will be adjusted if the sum of this fraction and the
          defined benefit fraction would otherwise exceed 1.0 under the
          terms of this plan.  Under the adjustment, an amount equal to the
          product of (1) the excess of the sum of the fractions over 1.0
          times (2) the denominator of this fraction, will be permanently
          subtracted from the numerator of this fraction.  The adjustment is
          calculated using the fractions as they would be computed as of the
          end of the last limitation year beginning before January 1, 1987,
          and disregarding any changes in the terms and conditions of the
          plan made after May 5, 1986, but using the Code section 415
          limitation applicable to the first limitation year beginning on or
          after January 1, 1987.

          The annual addition for any limitation year beginning before
          January 1, 1987, shall not be recomputed to treat all employee
          contributions as annual additions.

      (6) Employer - For purposes of this Section 5.1, employer shall
          mean the employer as defined in Section 1.5(b) but including all
          members of a controlled group of corporations as defined in Code
          section 414(b) as modified by Code section 415(h) and all commonly
          controlled trades or businesses as defined in Code section 414(c)
          as modified by Code section 415(h).

      (7) Excess Amount - The excess of the participant's annual
          additions for the limitation year over the maximum permissible
          amount.

      (8) Highest Average Compensation - The average compensation for the
          three consecutive years of service with the employer that produces
          the highest average.  A year of service with the employer is the
          12-consecutive-month period coinciding with the plan year.

      (9) Limitation Year - The 12-consecutive-month period defined in
          Section 1.3(f).  All qualified plans maintained by the employer
          must use the same limitation year.  If the limitation year is
          amended to a different 12-consecutive-month period, the new
          limitation year must begin on a date within the limitation year in
          which the amendment is made.

     (10) Maximum Permissible Amount - The maximum annual addition that
          may be contributed or allocated to a participant's account under
          the plan for any limitation year shall not exceed the lesser of:

          (A) the defined contribution dollar limitation as defined in
             Section 5.1(d)(4); or

          (B) 25% of the participant's compensation for the limitation
              year.

          The compensation limitation referred to in (B) shall not apply to
          any contribution for medical benefits (within the meaning of Code
          section 401(h) or Code section 419A(f)(2)) that is otherwise
          treated as an annual addition under Code section 415(l)(1)
          or 419A(d)(2).

          If a short limitation year is created because of an amendment
          changing the limitation year to a different 12-consecutive-month
          period, the maximum permissible amount will not exceed the defined
          contribution dollar limitation multiplied by the following
          fraction:

               Number of months in the short limitation year
               ---------------------------------------------
                                    12

      (11) Projected Annual Benefit - The annual retirement benefit
          (adjusted to an actuarially equivalent straight life annuity if
          such benefit is expressed in a form other than a straight life
          annuity or qualified joint and survivor annuity) to which the
          participant would be entitled under the terms of the plan
          assuming:

          (A) the participant will continue employment until normal
              retirement age under the plan (or current age, if later); and

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          (B) the participant's compensation for the current limitation
              year and all other relevant factors used to determine benefits
              under the plan will remain constant for all future limitation
              years.

Section 5.2 - Joint and Survivor Annuity Requirements

  No annuity form of payment is provided under Section 4.3(b) and no
  direct or indirect transfer is accepted under Section 3.7 from a defined
  benefit plan, money purchase pension plan (including a target benefit
  plan), stock bonus or profit sharing plan that would otherwise have
  provided for a life annuity form of payment to any participant;
  therefore, this Section 5.2 shall not apply to this plan, except for the
  provisions of Section 5.2(c) and (f).

  (a) Qualified Joint and Survivor Annuity - Unless an optional form of
      benefit is selected pursuant to a qualified election within the 90-
      day period ending on the annuity starting date, a married
      participant's vested account balance will be paid in the form of a
      qualified joint and survivor annuity and an unmarried participant's
      vested account balance will be paid in the form of a life annuity
      with a ten-year guaranteed period.  The participant may elect to have
      such annuity distributed upon attainment of the earliest retirement
      age under the plan.

  (b) Qualified Preretirement Survivor Annuity - Unless an optional form
      of benefit or another beneficiary has been selected within the
      election period pursuant to a qualified election, if a participant
      dies before the annuity starting date, 100% of the participant's
      vested account balance shall be applied toward the purchase of an
      annuity for the life of the surviving spouse.  The surviving spouse
      may elect to have such annuity distributed within a reasonable period
      after the participant's death.

  (c) Restrictions on Immediate Distributions - If the value of a
      participant's vested account balance derived from employer and
      employee contributions exceeds (or at the time of any prior
      distribution (1) in plan years beginning before January 1, 1998,
      exceeded $3,500 or (2) in plan years beginning after
      December 31, 1997, exceeded) $5,000, and the account balance is
      immediately distributable, the participant and the participant's
      spouse (or where either the participant or the spouse has died, the
      survivor) must consent to any distribution of such account balance.
      Effective for distributions made on or after March 22, 1999, for the
      purpose of determining the value of a participant's vested account
      balance, prior distributions shall be disregarded if distributions
      have not commenced under an optional form of payment described in
      Section 4.3.  The consent of the participant and the participant's
      spouse shall be obtained in writing within the 90-day period ending
      on the annuity starting date.  The annuity starting date is the first
      day of the first period for which an amount is paid as an annuity or
      in any other form.  The plan administrator shall notify the
      participant and the participant's spouse of the right to defer any
      distribution until the participant's account balance is no longer
      immediately distributable.  Such notification shall include a general
      description of the material features, and an explanation of the
      relative values of, the optional forms of benefit available under the
      plan in a manner that would satisfy the notice requirements of Code
      section 417(a)(3), and shall be provided no less than 30 days and no
      more than 90 days prior to the annuity starting date.

      Notwithstanding the foregoing, only the participant need consent to
      the commencement of a distribution in the form of a qualified joint
      and survivor annuity while the account balance is immediately
      distributable.  Furthermore, if payment in the form of a qualified
      joint and survivor annuity is not required with respect to the
      participant pursuant to Section 5.2(f), only the participant need
      consent to the distribution of an account balance that is immediately
      distributable.  Neither the consent of the participant nor the
      participant's spouse shall be required to the extent that a
      distribution is required to satisfy Code section 401(a)(9) or
      section 415.  In addition, upon termination of this plan if the plan
      does not offer an annuity option (purchased from a commercial
      provider) and if the employer or any entity within the same
      controlled group as the employer does not maintain another defined
      contribution plan (other than an employee stock ownership plan as
      defined in Code section 4975(e)(7)), the participant's account
      balance may, without the participant's consent, be distributed to the
      participant.  However, if any entity within the same controlled group
      as the employer maintains another defined contribution plan (other
      than an employee stock ownership plan), the participant's account
      balance will be transferred, without the participant's consent, to
      the other plan if the participant does not consent to an immediate
      distribution.

      An account balance is immediately distributable if any part of the
      account balance could be distributed to the participant (or surviving
      spouse) before the participant attains (or would have attained if not
      deceased) the later of normal retirement age or age 62.

  (d) Definitions (Code Section 417 Requirements)

      (1) Election Period - The period that begins on the first day of
          the plan year in which the participant attains age 35 and ends on
          the date of the participant's death.  If a participant separates
          from service prior to the first day of the plan year in which
          age 35 is attained, with respect to the account balance as of the
          date of separation, the election period shall begin on the date of
          separation.

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      (2) Pre-Age 35 Waiver - A participant who will not yet attain
          age 35 as of the end of any current plan year may make a special
          qualified election to waive the qualified preretirement survivor
          annuity for the period beginning on the date of such election and
          ending on the first day of the plan year in which the participant
          will attain age 35.  Such election shall not be valid unless the
          participant receives a written explanation of the qualified
          preretirement survivor annuity in such terms as are comparable to
          the explanation required under Section 5.2(e)(1).  Qualified
          preretirement survivor annuity coverage will be automatically
          reinstated as of the first day of the plan year in which the
          participant attains age 35.  Any new waiver on or after such date
          shall be subject to the full requirements of this Section 5.2.

      (3) Earliest Retirement Age - The earliest date on which, under the
          plan, the participant could elect to receive retirement benefits.

      (4) Qualified Election - A waiver of a qualified joint and survivor
          annuity or a qualified preretirement survivor annuity.  Any waiver
          of a qualified joint and survivor annuity or a qualified
          preretirement survivor annuity shall not be effective unless:
          (a) the participant's spouse consents in writing to the
          election; (b) the election designates a specific beneficiary,
          including any class of beneficiaries or any contingent
          beneficiaries, that may not be changed without spousal consent (or
          the spouse expressly permits designations by the participant
          without any further spousal consent); (c) the spouse's consent
          acknowledges the effect of the election; and (d) the spouse's
          consent is witnessed by a plan representative or notary public.
          Additionally, a participant's waiver of the qualified joint and
          survivor annuity shall not be effective unless the election
          designates a form of benefit payment that may not be changed
          without spousal consent (or the spouse expressly permits
          designations by the participant without any further spousal
          consent).  If it is established to the satisfaction of a plan
          representative that there is no spouse or that the spouse cannot
          be located, a waiver will be deemed a qualified election.

          Any consent by a spouse obtained under this provision (or
          establishment that the consent of a spouse may not be obtained)
          shall be effective only with respect to such spouse.  A consent
          that permits designations by the participant without any
          requirement of further consent by such spouse must acknowledge
          that the spouse has the right to limit consent to a specific
          beneficiary, and a specific form of benefit where applicable, and
          that the spouse voluntarily elects to relinquish either or both of
          such rights.  A revocation of a prior waiver may be made by a
          participant without the consent of the spouse at any time before
          the commencement of benefits.  The number of revocations shall not
          be limited.  No consent obtained under this provision shall be
          valid unless the participant has received notice as provided in
          Section 5.2(e).

      (5) Qualified Joint and Survivor Annuity - An immediate annuity for
          the life of the participant with a survivor annuity for the life
          of the spouse that is not less than 50% and not more than 100% of
          the amount of the annuity which is payable during the joint lives
          of the participant and the spouse and which is the amount of
          benefit that can be purchased with the participant's vested
          account balance.  The percentage of the survivor annuity under the
          plan shall be 50% (unless a different percentage is elected by the
          participant).

      (6) Spouse (Surviving Spouse) - The spouse or surviving spouse of
          the participant, provided that a former spouse will be treated as
          the spouse or surviving spouse and a current spouse will not be
          treated as the spouse or surviving spouse to the extent provided
          under a qualified domestic relations order as described in Code
          section 414(p).

      (7) Annuity Starting Date - The first day of the first period for
          which an amount is paid as an annuity or any other form.

      (8) Vested Account Balance - The aggregate value of the
          participant's vested account balances derived from employer and
          employee contributions (including rollovers), whether vested
          before or upon death, including the proceeds of insurance
          contracts, if any, on the participant's life.  The provisions of
          this Section 5.2 shall apply to a participant who is vested in
          amounts attributable to employer contributions, employee
          contributions, or both at the time of death or distribution.

  (e) Notice Requirements

      (1) In the case of a qualified joint and survivor annuity, the plan
          administrator shall no less than 30 days and no more than 90 days
          prior to the annuity starting date provide each participant a
          written explanation of:  (i) the terms and conditions of a
          qualified joint and survivor annuity; (ii) the participant's right
          to make and the effect of an election to waive the qualified joint
          and survivor annuity form of benefit; (iii) the rights of a
          participant's spouse; and (iv) the right to make, and the effect
          of, a revocation of a previous election to waive the qualified
          joint and survivor annuity.

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      (2) In the case of a qualified preretirement survivor annuity as
          described in Section 5.2(b), the plan administrator shall provide
          each participant within the applicable period for such participant
          a written explanation of the qualified preretirement survivor
          annuity in such terms and in such manner as would be comparable to
          the explanation provided for meeting the requirements of
          Section 5.2(e)(1) applicable to a qualified joint and survivor
          annuity.

          The applicable period for a participant is whichever of the
          following periods ends last: (i) the period beginning with the
          first day of the plan year in which the participant attains age 32
          and ending with the close of the plan year preceding the plan year
          in which the participant attains age 35; (ii) a reasonable period
          ending after the individual becomes a participant; (iii) a
          reasonable period ending after Section 5.2(e)(3) ceases to apply
          to the participant; (iv) a reasonable period ending after this
          Section 5.2 first applies to the participant.  Notwithstanding the
          foregoing, notice must be provided within a reasonable period
          ending after separation from service in the case of a participant
          who separates from service before attaining age 35.

          For purposes of applying the preceding paragraph, a reasonable
          period ending after the enumerated events described in (ii),
          (iii), and (iv) is the end of the two-year period beginning one
          year prior to the date the applicable event occurs, and ending one
          year after that date.  In the case of a participant who separates
          from service before the plan year in which he attains age 35,
          notice shall be provided within the two-year period beginning one
          year prior to separation and ending one year after separation.  If
          such a participant thereafter returns to employment with the
          employer, the applicable period for such participant shall be
          redetermined.

      (3) Notwithstanding the other requirements of this Section 5.2(e),
          the respective notices prescribed by this Subsection need not be
          given to a participant if (1) the plan "fully subsidizes" the
          costs of a qualified joint and survivor annuity or qualified
          preretirement survivor annuity, and (2) the plan does not allow
          the participant to waive the qualified joint and survivor annuity
          or qualified preretirement survivor annuity and does not allow a
          married participant to designate a nonspouse beneficiary.  For
          purposes of this Section 5.2(e)(3), a plan fully subsidizes the
          costs of a benefit if no increase in cost, or decrease in benefits
          to the participant may result from the participant's failure to
          elect another benefit.

  (f) Safe Harbor Rules

      This Section 5.2(f) shall apply to a participant in a profit-sharing
      plan, and to any distribution, made on or after the first day of the
      first plan year beginning after December 31, 1988, from or under a
      separate account attributable solely to accumulated deductible
      employee contributions, as defined in Code section 72(o)(5)(B), and
      maintained on behalf of a participant in a money purchase pension
      plan, (including a target benefit plan) if the following conditions
      are satisfied:  (1) the participant does not or cannot elect payments
      in the form of a life annuity; and (2) on the death of a participant,
      the participant's vested account balance will be paid to the
      participant's surviving spouse, but if there is no surviving spouse,
      or if the surviving spouse has consented in a manner conforming to a
      qualified election, then to the participant's designated beneficiary.
      The surviving spouse may elect to have distribution of the vested
      account balance commence within the 90-day period following the date
      of the participant's death.  The account balance shall be adjusted
      for gains or losses occurring after the participant's death in
      accordance with the provisions of the plan governing the adjustment
      of account balances for other types of distributions.  This
      Subsection (f) shall not be operative with respect to a participant
      in a profit-sharing plan if the plan is a direct or indirect
      transferee of a defined benefit plan, money purchase plan, a target
      benefit plan, stock bonus, or profit-sharing plan that is subject to
      the survivor annuity requirements of Code section 401(a)(11) and
      section 417.  If this Subsection (f) is operative, then the
      provisions of this Section 5.2, other than Subsections (c) and (f)
      shall be inoperative.

      (1) The participant may waive the spousal death benefit described
          in this Subsection (f) at any time provided that no such waiver
          shall be effective unless it satisfies the conditions of
          Section 5.2(d)(4) (other than the notification requirement
          referred to therein) that would apply to the participant's waiver
          of the qualified preretirement survivor annuity.

      (2) For purposes of this Subsection (f), vested account balance
          shall mean, in the case of a money purchase pension plan or a
          target benefit plan, the participant's separate account balance
          attributable solely to accumulated deductible employee
          contributions within the meaning of Code section 72(o)(5)(B).  In
          the case of a profit-sharing plan, vested account balance shall
          have the same meaning as provided in Section 5.2(d)(8).

  (g) Transitional Rules

      (1) Any living participant not receiving benefits on
          August 23, 1984, who would otherwise not receive the benefits
          prescribed by the previous paragraphs of this Section 5.2 must be
          given the opportunity to elect to have the prior paragraphs of
          this Section apply if such participant is credited with at least
          one hour of service under this plan or a predecessor plan in a
          plan year beginning on or after January 1, 1976, and such
          participant had at least 10 years of vesting service when he or
          she separated from service.

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      (2) Any living participant not receiving benefits on
          August 23, 1984, who was credited with at least one hour of
          service under this plan or a predecessor plan on or after
          September 2, 1974, and who is not otherwise credited with any
          service in a plan year beginning on or after January 1, 1976, must
          be given the opportunity to have his or her benefits paid in
          accordance with Section 5.2(f)(4).

      (3) The respective opportunities to elect (as described in
          Section 5.2(f)(1) and (2)) must be afforded to the appropriate
          participants during the period commencing on August 23, 1984, and
          ending on the date benefits would otherwise commence to said
          participants.

      (4) Any participant who has elected pursuant to Section 5.2(f)(2)
          and any participant who does not elect under Section 5.2(f)(1) or
          who meets the requirements of Section 5.2(f)(1) except that such
          participant does not have at least ten years of vesting service
          when he or she separates from service, shall have his or her
          benefits distributed in accordance with all of the following
          requirements if benefits would have been payable in the form of a
          life annuity:

          (A) Automatic Joint and Survivor Annuity - If benefits in the
              form of a life annuity become payable to a married participant
              who:

              (i) begins to receive payments under the plan on or after
                  normal retirement age; or

             (ii) dies on or after normal retirement age while still
                  working for the employer; or

            (iii) begins to receive payments on or after the qualified
                  early retirement age; or

             (iv) separates from service on or after attaining normal
                  retirement age (or the qualified early retirement age) and
                  after satisfying the eligibility requirements for the
                  payment of benefits under the plan and thereafter dies
                  before beginning to receive such benefits;

              then such benefits will be received under this plan in the form
              of a qualified joint and survivor annuity, unless the
              participant has elected otherwise during the election period.
              The election period must begin at least 6 months before the
              participant attains qualified early retirement age and end not
              more than 90 days before the commencement of benefits.  Any
              election hereunder will be in writing and may be changed by the
              participant at any time.

          (B) Election of Early Survivor Annuity - A participant who is
              employed after attaining the qualified early retirement age
              will be given the opportunity to elect, during the election
              period, to have a survivor annuity payable on death.  If the
              participant elects the survivor annuity, payments under such
              annuity must not be less than the payments that would have been
              made to the spouse under the qualified joint and survivor
              annuity if the participant had retired on the day before his or
              her death.  Any election under this provision will be in
              writing and may be changed by the participant at any time.  The
              election period begins on the later of (1) the 90th day before
              the participant attains the qualified early retirement age, or
              (2) the date on which participation begins, and ends on the
              date the participant terminates employment.

          (C) For purposes of this Section 5.2(f)(4), qualified early
              retirement age is the latest of:

              (i) the earliest date, under the plan, on which the
                  participant may elect to receive retirement benefits;

             (ii) the first day of the 120th month beginning before the
                  participant reaches normal retirement age; or

            (iii) the date the participant begins participation.
                  Further, for purposes of this Section 5.2(f)(4), a qualified
                  joint and survivor annuity is an annuity for the life of the
                  participant with a survivor annuity for the life of the
                  spouse as described in Section 5.2(d)(5).
  (h) Loans
      If required under Section 4.4(b) of the plan, a participant must
      obtain the consent of his spouse, if any, to use his account balances
      as security for a loan.  Spousal consent shall be obtained no earlier
      than the beginning of the 90-day period that ends on the date on
      which the loan is to be so secured.  The consent must be in writing,
      must acknowledge the effect of the loan, and must be witnessed by a
      plan representative or notary public.  Such consent shall thereafter
      be binding with respect to the consenting spouse or any subsequent
      spouse with respect to that loan.  A new consent shall be required if
      the account balances are used for renegotiation, extension, renewal,
      or other revision of the loan.

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      Once a valid spousal consent has been obtained in compliance with
      this provision; then, notwithstanding any other provision of this
      plan, the portion of the participant's vested account balances used
      as a security interest held by the plan by reason of a loan
      outstanding to the participant shall be taken into account for
      purposes of determining the amount of the account balances payable at
      the time of death or distribution, but only if the reduction is used
      as repayment of the loan.  If less than 100% of the participant's
      vested account balances (determined without regard to the preceding
      sentence) is payable to the surviving spouse, then the account
      balances shall be adjusted by first reducing the vested account
      balances by the amount of the security used as repayment of the loan,
      and then determining the benefit payable to the surviving spouse.

Section 5.3 - Distribution Requirements

  Subject to Section 5.2 Joint and Survivor Annuity Requirements, the
  requirements of this Section 5.3 shall apply to any distribution of a
  participant's interest and will take precedence over any inconsistent
  provisions of this plan.

  The provisions of this Section shall apply to calendar years beginning
  after December 31, 1984.  All distributions required under this Section
  shall be determined and made in accordance with the proposed regulations
  under Code section 401(a)(9), including the minimum distribution
  incidental benefit requirement of Proposed Regulation
  section 1.401(a)(9)-2.

  With respect to distributions under the plan made for calendar years
  beginning on or after January 1, 2002, the plan will apply the minimum
  distribution requirements of Code section 401(a)(9) in accordance with
  the regulations under section 401(a)(9) that were proposed in
  January 2001, notwithstanding any provision of the plan to the contrary.
  This preceding sentence shall continue in effect until the end of the
  last calendar year beginning before the effective date of final
  regulations under Code section 401(a)(9) or such other date specified in
  guidance published by the Internal Revenue Service.

  (a) Required Beginning Date - The entire interest of a participant
      must be distributed or begin to be distributed no later than the
      participant's required beginning date.

  (b) Limits on Distribution Periods - As of the first distribution
      calendar year, distributions, if not made in a single sum, may only
      be made over one of the following periods (or a combination thereof):

      (1) the life of the participant;

      (2) the life of the participant and a designated beneficiary;

      (3) a period certain not extending beyond the life expectancy of
          the participant; or

      (4) a period certain not extending beyond the joint life and last
          survivor expectancy of the participant and a designated
          beneficiary.

  (c) Determination of Amount to Be Distributed Each Year - If the
      participant's interest is to be distributed in other than a single
      sum, the following minimum distribution rules shall apply on or after
      the required beginning date.

      (1) Individual Account

          (A) If a participant's benefit is to be distributed over (1) a
              period not extending beyond the life expectancy of the
              participant or the joint life and last survivor expectancy of
              the participant and the participant's designated beneficiary
              (2) a period not extending beyond the life expectancy of the
              designated beneficiary, the amount required to be distributed
              for each calendar year, beginning with distributions for the
              first distribution calendar year, must at least equal the
              quotient obtained by dividing the participant's benefit by the
              applicable life expectancy.

          (B) For calendar years beginning before January 1, 1989, if the
              participant's spouse is not the designated beneficiary, the
              method of distribution selected must assure that at least 50%
              of the present value of the amount available for distribution
              is paid within the life expectancy of the participant.

          (C) For calendar years beginning after December 31, 1988, the
              amount to be distributed each year, beginning with
              distributions for the first distribution calendar year shall
              not be less than the quotient obtained by dividing the
              participant's benefit by the lesser of (1) the applicable life
              expectancy or (2) if the participant's spouse is not the
              designated beneficiary, the applicable divisor determined from
              the table set forth in Q&A-4 of Proposed Regulation
              section 1.401(a)(9)-2.  Distributions after the death of the
              participant shall be distributed using the applicable life
              expectancy in Section 5.3(c)(1)(A) above as the relevant
              divisor without regard to Proposed Regulation
              section 1.401(a)(9)-2.

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          (D) The minimum distribution required for the participant's
              first distribution calendar year must be made on or before the
              participant's required beginning date.  The minimum
              distribution for other calendar years, including the minimum
              distribution for the distribution calendar year in which the
              employee's required beginning date occurs, must be made on or
              before December 31 of that distribution calendar year.

      (2) Other Forms - If the participant's benefit is distributed in
          the form of an annuity purchased from an insurance company,
          distributions thereunder shall be made in accordance with the
          requirements of Code section 401(a)(9) and the proposed
          regulations thereunder.

  (d) Death Distribution Provisions

      (1) Distribution Beginning Before Death - If the participant dies
          after distribution of his interest has begun, the remaining
          portion of such interest will continue to be distributed at least
          as rapidly as under the method of distribution being used prior to
          the participant's death.

      (2) Distribution Beginning After Death - If the participant dies
          before distribution of his interest begins, distribution of the
          participant's entire interest shall be completed by December 31 of
          the calendar year containing the fifth anniversary of the
          participant's death except to the extent that an election is made
          to receive distributions in accordance with (A) or (B) below:

          (A) If any portion of the participant's interest is payable to a
              designated beneficiary, distributions may be made over the life
              or over a period certain not greater than the life expectancy
              of the designated beneficiary commencing on or before
              December 31 of the calendar year immediately following the
              calendar year in which the participant died;

          (B) If the designated beneficiary is the participant's surviving
              spouse, the date distributions are required to begin in
              accordance with (A) above shall not be earlier than the later
              of (i) December 31 of the calendar year immediately following
              the calendar year in which the participant died and
              (ii) December 31 of the calendar year in which the participant
              would have attained age 701/2.

          If the participant has not made an election pursuant to this
          Section 5.3 by the time of his death, the participant's designated
          beneficiary must elect the method of distribution no later than
          the earlier of (1) December 31 of the calendar year in which
          distributions would be required to begin under this
          Section 5.3(d)(2), or (2) December 31 of the calendar year that
          contains the fifth anniversary of the date of death of the
          participant.  If the participant has no designated beneficiary, or
          if the designated beneficiary does not elect a method of
          distribution, distribution of the participant's entire interest
          must be completed by December 31 of the calendar year containing
          the fifth anniversary of the participant's death.

      (3) For purposes of Section 5.3(d)(2) above, if the surviving
          spouse dies after the participant, but before payments to such
          spouse begin, the provisions of Section 5.3(d)(2) with the
          exception of Section 5.3(d)(2)(B) therein, shall be applied as if
          the surviving spouse were the participant.

      (4) For purposes of this Section 5.3(d), any amount paid to a child
          of the participant will be treated as if it had been paid to the
          surviving spouse if the amount becomes payable to the surviving
          spouse when the child reaches the age of majority.

      (5) For the purposes of this Section 5.3(d), distribution of a
          participant's interest is considered to begin on the participant's
          required beginning date (or, if Section 5.3(d)(3) above is
          applicable, the date distribution is required to begin to the
          surviving spouse pursuant to Section 5.3(d)(2)(B) above).  If
          distribution in the form of an annuity irrevocably commences to
          the participant before the required beginning date, the date
          distribution is considered to begin is the date distribution
          actually commences.

  (e) Definitions (Code Section 401(a)(9) Requirements)
      (1) Applicable Life Expectancy - The life expectancy (or joint life
          and last survivor expectancy) calculated using the attained age of
          the participant (or designated beneficiary) as of the
          participant's (or designated beneficiary's) birthday in the
          applicable calendar year reduced by one for each calendar year
          that has elapsed since the date life expectancy was first
          calculated.  If life expectancy is being recalculated, the
          applicable life expectancy shall be the life expectancy as so
          recalculated.  The applicable calendar year shall be the first
          distribution calendar year, and if life expectancy is being
          recalculated such succeeding calendar year.

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      (2) Designated Beneficiary - The individual who is designated as
          the beneficiary under the plan in accordance with Code
          section 401(a)(9) and the proposed regulations thereunder.

      (3) Distribution Calendar Year - A calendar year for which a
          minimum distribution is required.  For distributions beginning
          before the participant's death, the first distribution calendar
          year is the calendar year immediately preceding the calendar year
          that contains the participant's required beginning date.  For
          distributions beginning after the participant's death, the first
          distribution calendar year is the calendar year in which
          distributions are required to begin pursuant to Section 5.3(d)
          above.

      (4) Life Expectancy - Life expectancy and joint life and last
          survivor expectancy are computed by use of the expected return
          multiples in Tables V and VI of section 1.72-9 of the Income Tax
          Regulations.
          Unless otherwise elected by the participant (or spouse, in the
          case of distributions described in Section 5.3(d)(2)(B) above) by
          the time distributions are required to begin, life expectancies
          shall be recalculated annually.  Such election shall be
          irrevocable as to the participant (or spouse) and shall apply to
          all subsequent years.  The life expectancy of a nonspouse
          beneficiary may not be recalculated.

      (5) Participant's Benefit

          (A) The account balance as of the last valuation date in the
              calendar year immediately preceding the distribution calendar
              year (valuation calendar year) increased by the amount of any
              contributions or forfeitures allocated to the account balance
              as of dates in the valuation calendar year after the valuation
              date and decreased by distributions made in the valuation
              calendar year after the valuation date.

          (B) Exception for Second Distribution Calendar Year - If any
              portion of the minimum distribution for the first distribution
              calendar year is made in the second distribution calendar year
              on or before the required beginning date, the amount of the
              minimum distribution made in the second distribution calendar
              year shall be treated as if it had been made in the immediately
              preceding distribution calendar year.

      (6) Required Beginning Date

          (A) Non-5% Owner - The required beginning date is April 1 of the
              calendar year following the later of:  (i) the calendar year in
              which the participant attains age 701/2, or (ii) the calendar
              year in which the participant retires.  If a participant who is
              not a 5% owner attains age 701/2 after December 31, 1995 and
              before January 1, 2003, the participant shall be permitted to
              elect to commence the distribution of his benefits as if his
              required beginning date were April 1 of the calendar year
              following the calendar year in which he attains age 701/2.  If an
              annuity form of payment is elected, the date as of which such
              distributions commence shall be his annuity starting date for
              all purposes.  If an installment form of payment is elected,
              the participant shall have a new annuity starting date as of
              the date payments are elected to commence following his
              termination of employment.

          (B) 5% Owner - The required beginning date for a participant who
              is a 5% owner is April 1 of the calendar year following the
              calendar year in which the participant attains age 701/2.  A
              participant is treated as a 5% owner for purposes of this
              Section 5.3(e)(6) if such participant is a 5% owner as defined
              in Code section 416(i) (determined in accordance with
              section 416 but without regard to whether the plan is top-
              heavy) at any time during the plan year ending with or within
              the calendar year in which such participant attains age 701/2.

          (C) Once distributions have begun to a 5% owner under this
              Section 5.3(e)(6), they must continue to be distributed, even
              if the participant ceases to be a 5% owner in a subsequent
              year.

  (f) Transitional Rule

      (1) Notwithstanding the other requirements of this Section 5.3 and
          subject to the requirements of Section 5.2, Joint and Survivor
          Annuity Requirements, distribution on behalf of any employee,
          including a 5% owner, may be made in accordance with all of the
          following requirements (regardless of when such distribution
          commences).

          (A) The distribution by the trust is one that would not have
              disqualified such trust under Code section 401(a)(9) as in
              effect prior to amendment by the Deficit Reduction Act of 1984.

          (B) The distribution is in accordance with a method of
              distribution designated by the employee whose interest in the
              trust is being distributed or, if the employee is deceased, by
              a beneficiary of such employee.

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          (C) Such designation was in writing, was signed by the employee
              or the beneficiary, and was made before January 1, 1984.

          (D) The employee had accrued a benefit under the plan as of
              December 31, 1983.

          (E) The method of distribution designated by the employee or the
              beneficiary specifies the time at which distribution will
              commence, the period over which distributions will be made, and
              in the case of any distribution upon the employee's death, the
              beneficiaries of the employee listed in order of priority.

              A distribution upon death will not be covered by this
              transitional rule unless the information in the designation
              contains the required information described above with respect
              to the distributions to be made upon the death of the employee.

      (2) For any distribution that commences before January 1, 1984, but
          continues after December 31, 1983, the employee, or the
          beneficiary, to whom such distribution is being made, will be
          presumed to have designated the method of distribution under which
          the distribution is being made if the method of distribution was
          specified in writing and the distribution satisfies the
          requirements in this Section 5.3(f).

      (3) If a designation is revoked any subsequent distribution must
          satisfy the requirements of Code section 401(a)(9) and the
          proposed regulations thereunder.  If a designation is revoked
          subsequent to the date distributions are required to begin, the
          trust must distribute by the end of the calendar year following
          the calendar year in which the revocation occurs the total amount
          not yet distributed that would have been required to have been
          distributed to satisfy Code section 401(a)(9) and the proposed
          regulations thereunder, but for the election made under Tax Equity
          and Fiscal Responsibility Act of 1982 section 242(b)(2).  For
          calendar years beginning after December 31, 1988, such
          distributions must meet the minimum distribution incidental
          benefit requirements in Proposed Regulation section 1.401(a)(9)-2.
          Any changes in the designation will be considered to be a
          revocation of the designation.  However, the mere substitution or
          addition of another beneficiary (one not named in the designation)
          under the designation will not be considered to be a revocation of
          the designation, so long as such substitution or addition does not
          alter the period over which distributions are to be made under the
          designation, directly or indirectly (for example, by altering the
          relevant measuring life).  In the case in which an amount is
          transferred or rolled over from one plan to another plan, the
          rules in Proposed Regulation section 1.401(a)(9)-1 Q&A J-2 and Q&A
          J-3 shall apply.

Section 5.4 - Top-Heavy Provisions

  (a) Application of Provisions - If the plan is or becomes top-heavy in
      any plan year beginning after December 31, 1983, the provisions of
      Section 5.4 will supersede any conflicting provisions in the plan.

  (b) Minimum Allocation

      (1) Except as otherwise provided in Section 5.4(b)(3) and (4)
          below, the employer contributions and forfeitures allocated on
          behalf of any participant who is not a key employee shall not be
          less than the lesser of 3% of such participant's compensation or
          in the case where the employer has no defined benefit plan which
          designates this plan to satisfy Code section 401, the largest
          percentage of employer contributions and forfeitures, as a
          percentage of the key employee's compensation that may be taken
          into account under Section 1.2(c), allocated on behalf of any key
          employee for that year.  For this purpose, amounts contributed to
          the key employee's employee 401(k) elective deferral account shall
          be included as allocations on his behalf for that year.  However,
          amounts contributed to a non-key employee's employee 401(k)
          elective deferral account shall not be taken into account in
          determining whether he has received his minimum allocation.  The
          minimum allocation is determined without regard to any Social
          Security contribution.  This minimum allocation shall be made even
          though, under other plan provisions, the participant would not
          otherwise be entitled to receive an allocation, or would have
          received a lesser allocation for the year because of (i) the
          participant's failure to complete 1,000 hours of service (or any
          equivalent provided in the plan), or (ii) the participant's
          failure to make mandatory employee contributions to the plan, or
          (iii) compensation less than a stated amount.

      (2) For purposes of computing the minimum allocation, compensation
          shall mean compensation as defined in Section 5.1(d)(2), subject
          to the limitations of Section 1.2(c).

      (3) The provision in Section 5.4(b)(1) above shall not apply to any
          participant who was not employed by the employer on the last day
          of the plan year.

      (4) The provision in Section 5.4(b)(1) above shall not apply to any
          participant to the extent the participant is covered under any
          other plan or plans of the employer and the employer has provided
          in Section 3.2 or 3.3 that the minimum allocation or benefit
          requirement applicable to top-heavy plans will be met in the other
          plan or plans.  If this plan is intended to meet the minimum
          allocation or benefit requirement applicable to another plan or
          plans, the employer shall so provide in Section 3.2 or 3.3, as
          appropriate.

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      (5) The minimum allocation required (to the extent required to be
          nonforfeitable under Code section 416(b)) may not be forfeited
          under Code section 411(a)(3)(B) or 411(a)(3)(D).

  (c) Adjustments in Code Section 415 Limits - If the plan is top-heavy,
      the defined benefit fraction and the defined contribution fraction
      shall be computed by applying a factor of 1.0 (instead of 1.25) to
      the applicable dollar limits under Code section 415(b)(1)(A)
      and 415(c)(1)(A) for such year, unless the plan meets the following
      conditions:

      (1) Such plan would not be a top-heavy plan if "90%" were
          substituted for "60%" in the top-heavy tests; and

      (2) The minimum employer contribution percentage under
          Section 5.4(b) is 4% instead of 3%.

      (3) A non-key employee who participates in this plan and in a
          defined benefit plan aggregated herewith will receive in
          accordance with Section 3.2(c)(2) or Section 3.3(b) either (i) a
          minimum employer contribution of 7.5% under this plan or another
          defined contribution plan aggregated herewith or (ii) a minimum
          nonintegrated accrued benefit of 3% of average annual
          compensation, not to exceed a cumulative accrued benefit of 30%
          under the defined benefit plan.

          However, the reduced Code section 415 factor of 1.0 shall not apply
          under a top-heavy plan with respect to any individual so long as
          there are no employer contributions, forfeitures, or voluntary
          employee nondeductible contributions allocated to such individual.

          Effective with respect to limitation years beginning after
          December 31, 1999, this Section 5.4(c) shall no longer be in effect.

  (d) Minimum Vesting Schedule - For any plan year in which this plan is
      top-heavy, the following minimum vesting schedule shall automatically
      apply to the plan, if this schedule is more liberal than the schedule
      provided in Section 4.2(a)(6)(A) and (B):

                Years of Service          Vesting Percentage
                ----------------          -------------------
                    0-1 Year                       0%
                      2                           20%
                      3                           40%
                      4                           60%
                      5                           80%
                 6 or More Years                 100%


      The minimum vesting schedule shall apply to all benefits within the
      meaning of Code section 411(a)(7) except those attributable to
      employee contributions, including benefits accrued before the
      effective date of Code section 416 and benefits accrued before the
      plan became top-heavy.  Further, no decrease in a participant's
      nonforfeitable percentage may occur in the event the plan's status as
      top-heavy changes for any plan year, and the provisions of
      Section 7.2(d) shall apply.  However, this Section does not apply to
      the account balances of any employee who does not have an hour of
      service after the plan has initially become top-heavy and such
      employee's account balance attributable to employer contributions and
      forfeitures will be determined without regard to this Section.

  (e) Definitions (Code Section 416 Requirements)

      (1) Key Employee - Any employee or former employee (and the
          beneficiaries of such employee) who at any time during the
          determination period was an officer of the employer if such
          individual's annual compensation exceeds 50% of the dollar
          limitation under Code section 415(b)(1)(A), an owner (or
          considered an owner under Code section 318) of one of the ten
          largest interests in the employer if such individual's
          compensation exceeds 100% of the dollar limitation under Code
          section 415(c)(1)(A), a 5% owner of the employer, or a 1% owner of
          the employer who has an annual compensation of more than $150,000.
          Annual compensation means compensation as defined in
          Section 5.1(d)(2), but including elective contributions as defined
          in Section 1.2(a) and elective contributions under a Code
          section 457 plan or a Code section 501(c)(18) plan for any plan
          year and subject to the limitations of Section 1.2(c).  The
          determination period is the plan year containing the determination
          date and the four preceding plan years.  The determination of who
          is a key employee will be made in accordance with Code
          section 416(i)(1) and the regulations thereunder.

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      (2) Top-Heavy Plan - For any plan year beginning after
          December 31, 1983, this plan is top-heavy if any of the following
          conditions exists:

          (A) If the top-heavy ratio for this plan exceeds 60% and this
              plan is not part of any required aggregation group or
              permissive aggregation group of plans.

          (B) If this plan is a part of a required aggregation group of
              plans but not part of a permissive aggregation group and the
              top-heavy ratio for the group of plans exceeds 60%.

          (C) If this plan is a part of a required aggregation group and
              part of a permissive aggregation group of plans and the top-
              heavy ratio for the permissive aggregation group exceeds 60%.

      (3) Top-Heavy Ratio

          (A) If the employer maintains one or more defined contribution
              plans (including any Simplified Employee Pension Plan) and the
              employer has not maintained any defined benefit plan that
              during the five-year period ending on the determination date(s)
              has or has had accrued benefits, the top-heavy ratio for this
              plan alone or for the required or permissive aggregation group
              as appropriate is a fraction, the numerator of which is the sum
              of the account balances of all key employees as of the
              determination date(s) (including any part of any account
              balance distributed in the five-year period ending on the
              determination date(s)), and the denominator of which is the sum
              of all account balances (including any part of any account
              balance distributed in the five-year period ending on the
              determination date(s)), both computed in accordance with Code
              section 416 and the regulations thereunder.  Both the numerator
              and denominator of the top-heavy ratio are increased to reflect
              any contribution not actually made as of the determination
              date, but which is required to be taken into account on that
              date under Code section 416 and the regulations thereunder.

          (B) If the employer maintains one or more defined contribution
              plans (including any Simplified Employee Pension Plan) and the
              employer maintains or has maintained one or more defined
              benefit plans that during the five-year period ending on the
              determination date(s) has or has had any accrued benefits, the
              top-heavy ratio for any required or permissive aggregation
              group as appropriate is a fraction, the numerator of which is
              the sum of account balances under the aggregated defined
              contribution plan or plans for all key employees, determined in
              accordance with (A) above, and the present value of accrued
              benefits under the aggregated defined benefit plan or plans for
              all key employees as of the determination date(s), and the
              denominator of which is the sum of the account balances under
              the aggregated defined contribution plan or plans for all
              participants, determined in accordance with (A) above, and the
              present value of accrued benefits under the defined benefit
              plan or plans for all participants as of the determination
              date(s), all determined in accordance with Code section 416 and
              the regulations thereunder.  The accrued benefits under a
              defined benefit plan in both the numerator and denominator of
              the top-heavy ratio are increased for any distribution of an
              accrued benefit made in the five-year period ending on the
              determination date.

          (C) For purposes of Section 5.4(e)(3)(A) and (B) above the value
              of account balances and the present value of accrued benefits
              will be determined as of the most recent valuation date that
              falls within or ends with the 12-month period ending on the
              determination date, except as provided in Code section 416 and
              the regulations thereunder for the first and second plan years
              of a defined benefit plan.  The account balances and accrued
              benefits of a participant (1) who is not a key employee but who
              was a key employee in a prior year, or (2) who has not been
              credited with at least one hour of service with any employer
              maintaining the plan at any time during the five-year period
              ending on the determination date will be disregarded.  The
              calculation of the top-heavy ratio, and the extent to which
              distributions, rollovers, and transfers are taken into account
              will be made in accordance with Code section 416 and the
              regulations thereunder.  Deductible employee contributions will
              not be taken into account for purposes of computing the top-
              heavy ratio.  When aggregating plans the value of account
              balances and accrued benefits will be calculated with reference
              to the determination dates that fall within the same calendar
              year.

              The accrued benefit of a participant other than a key employee
              shall be determined under (1) the method, if any, that
              uniformly applies for accrual purposes under all defined
              benefit plans maintained by the employer, or (2) if there is no
              such method, as if such benefit accrued not more rapidly than
              the slowest accrual rate permitted under the fractional rule of
              Code section 411(b)(1)(C).

      (4) Permissive Aggregation Group - The required aggregation group
          of plans plus any other plan or plans of the employer that, when
          considered as a group with the required aggregation group, would
          continue to satisfy the requirements of Code sections 401(a)(4)
          and 410.

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      (5) Required Aggregation Group - (1) Each qualified plan of the
          employer in which at least one key employee participates or
          participated at any time during the determination period
          (regardless of whether the plan has terminated), and (2) any other
          qualified plan of the employer that enables a plan described in
          (1) to meet the requirements of Code sections 401(a)(4) or 410.

      (6) Determination Date - For any plan year subsequent to the first
          plan year, the last day of the preceding plan year.  For the first
          plan year of the plan, the last day of that year.

      (7) Valuation Date - The last day of the plan year shall be the
          date as of which account balances or accrued benefits are valued
          for purposes of calculating the top-heavy ratio.

      (8) Present Value - Present value shall be based only on the
          interest and mortality rates specified in the employer's defined
          benefit plan.

      (9) Non-Key Employee - Any employee who is not a key employee.
          Non-key employees include employees who are former key employees.

Section 5.5 - Reserved

                     ARTICLE VI - ADMINISTRATION OF THE PLAN

Section 6.1 - Fiduciary Responsibility

  (a) Fiduciary Standards - A fiduciary shall discharge his duties with
      respect to a plan solely in the interest of the participants and
      beneficiaries and -

      For the exclusive purpose of providing benefits to participants and
      their beneficiaries and defraying reasonable expenses of
      administering the plan;

      With the care, skill, prudence, and diligence under the circumstances
      then prevailing that a prudent man acting in a like capacity and
      familiar with such matters would use in the conduct of an enterprise
      of a like character and with like aims;

      By diversifying the investments of the plan so as to minimize the
      risk of large losses, unless under the circumstances it is clearly
      prudent not to do so; and

      In accordance with the documents and instruments governing the plan
      insofar as such documents and instruments are consistent with the
      provisions of ERISA.

  (b) Allocation of Fiduciary Responsibility

      (1) It is intended to allocate to each fiduciary, either named or
          otherwise, the individual responsibility for the prudent execution
          of the functions assigned to him.  None of the allocated
          responsibilities or any other responsibilities shall be shared by
          two or more fiduciaries unless specifically provided for in the
          plan.

      (2) When one fiduciary is required to follow the directions of
          another fiduciary, the two fiduciaries shall not be deemed to
          share such responsibility.  Instead, the responsibility of the
          fiduciary giving the directions shall be deemed to be his sole
          responsibility and the responsibility of the fiduciary receiving
          directions shall be to follow those directions insofar as such
          instructions on their face are proper under applicable law.

      (3) Any person or group of persons may serve in more than one
          fiduciary capacity with respect to this plan.

      (4) A fiduciary under this plan may employ one or more persons,
          including independent accountants, attorneys and actuaries to
          render advice with regard to any responsibility such fiduciary has
          under the plan.

  (c) Indemnification by Employer - Unless resulting from the gross
      negligence, willful misconduct or lack of good faith on the part of a
      fiduciary who is an officer or employee of the employer, the employer
      shall indemnify and save harmless such fiduciary from, against, for
      and in respect of any and all damages, losses, obligations,
      liabilities, liens, deficiencies, costs and expenses, including
      without limitation, reasonable attorney's fees and other costs and
      expenses incident to any suit, action, investigation, claim or
      proceedings suffered in connection with his acting as a fiduciary
      under the plan.

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  (d) Named Fiduciary - The person or persons named by the employer as
      having fiduciary responsibility for the management and control of
      plan assets shall be known as the "named fiduciary" hereunder.  Such
      responsibility shall include the appointment of the plan
      administrator (Section 6.2(a)), the trustee (Section 6.4(a)) and the
      investment manager (Section 6.4(b)), and the deciding of benefit
      appeals (Section 6.3).

Section 6.2 - Plan Administrator

  (a) Appointment of Plan Administrator
      The named fiduciary shall appoint a plan administrator who may be a
      person or an administrative committee consisting of no more than five
      members.  Vacancies occurring upon resignation or removal of a plan
      administrator or a committee member shall be filled promptly by the
      named fiduciary.  Any plan administrator may resign at any time by
      giving notice of his resignation to the named fiduciary, and any plan
      administrator may be removed at any time by the named fiduciary.  The
      named fiduciary shall review at regular intervals the performance of
      the plan administrator(s) and shall re-evaluate the appointment of
      such administrator(s).  After the named fiduciary has appointed the
      plan administrator and has received a written notice of acceptance,
      the fiduciary responsibility for administration of the plan shall be
      the responsibility of the plan administrator or plan administrative
      committee.

  (b) Duties and Powers of Plan Administrator
      The plan administrator shall have the following duties and
      discretionary powers and such other duties and discretionary powers
      as relate to the administration of the plan:

      (1) To determine in a nondiscriminatory manner all questions
          relating to the eligibility of employees to become participants.

      (2) To determine in a nondiscriminatory manner eligibility for
          benefits and to determine and certify the amount and kind of
          benefits payable to participants.

      (3) To authorize all disbursements from the fund.

      (4) To appoint or employ any independent person to perform
          necessary plan functions and to assist in the fulfillment of
          administrative responsibilities as he deems advisable, including
          the retention of a third party administrator, custodian, auditor,
          accountant, actuary, or attorney.

      (5) When appropriate, to select an insurance company and annuity
          contracts that, in his opinion, will best carry out the purposes
          of the plan.

      (6) To construe and interpret any ambiguities in the plan and to
          make, publish, interpret, alter, amend or revoke rules for the
          regulation of the plan that are consistent with the terms of the
          plan and with ERISA.

      (7) To prepare and distribute, in such manner as determined to be
          appropriate, information explaining the plan.

  (c) Allocation of Fiduciary Responsibility Within Plan Administrative
      Committee

      If the plan administrator is a plan administrative committee, the
      committee shall choose from its members a chairperson and a
      secretary.  The committee may allocate responsibility for those
      duties and powers listed in Section 6.2(b)(1) and (2) (except
      determination of qualification for disability retirement) and other
      purely ministerial duties to one or more members of the committee.
      The committee shall review at regular intervals the performance of
      any committee member to whom fiduciary responsibility has been
      allocated and shall re-evaluate such allocation of responsibility.
      After the plan administrative committee has made such allocations of
      responsibilities and has received written notice of acceptance, the
      fiduciary responsibilities for such administrative duties and powers
      shall then be considered as the responsibilities of such committee
      member(s).

  (d) Miscellaneous Provisions

      (1) Plan Administrative Committee Actions - The actions of such
          committee shall be determined by the vote or other affirmative
          expression of a majority of its members.  Either the chairperson
          or the secretary may execute any certificate or other written
          direction on behalf of the committee.  A member of the committee
          who is a participant shall not vote on any question relating
          specifically to himself.  If the remaining members of the
          committee, by majority vote thereof, are unable to come to a
          determination of any such question, the named fiduciary shall
          appoint a substitute member who shall act as a member of the
          committee for the special vote.

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      (2) Expenses - The plan administrator shall serve without
          compensation for service as such.  All reasonable expenses of the
          plan administrator shall be paid by the employer or from the fund.

      (3) Examination of Records - The plan administrator shall make
          available to any participant for examination during business hours
          such of the plan records as pertain only to the participant
          involved.

      (4) Information to the Plan Administrator - To enable the plan
          administrator to perform the administrative functions, the
          employer shall supply full and timely information to the plan
          administrator on all participants as the plan administrator may
          require.

Section 6.3 - Claims Procedure

  (a) Notification - The plan administrator shall notify each
      participant in writing of his determination of benefits.  If the plan
      administrator denies any benefit, such written denial shall include:

           The specific reasons for denial;

           Reference to provisions on which the denial is based;

           A description of and reason for any additional information
           needed to process the claim; and

           An explanation of the claims procedure.

  (b) Appeal - The participant or his duly authorized representative
      may:

           Request a review of the participant's case in writing to the
           named fiduciary;

           Review pertinent documents;

           Submit issues and comments in writing.

      The written request for review must be submitted no later than
      60 days after receiving written notification of denial of benefits.

  (c) Review - The named fiduciary must render a decision no later than
      60 days after receiving the written request for review, unless
      circumstances make it impossible to do so; but in no event shall the
      decision be rendered later than 120 days after the request for review
      is received.

  (d) Limitation on Time Period for Litigation of a Benefit Claim -
      Following receipt of the written rendering of the named fiduciary's
      decision under Section 6.3(c), the participant shall have 365 days in
      which to file suit in the appropriate court.  Thereafter, the right
      to contest the decision shall be waived.

Section 6.4 - Trust Fund

  (a) Appointment of Trustee
      The named fiduciary shall appoint a trustee for the proper care and
      custody of all funds, securities and other properties in the trust,
      and for investment of plan assets (or for execution of such orders as
      it receives from an investment manager appointed for investment of
      plan assets).  The duties and powers of the trustee shall be set
      forth in a trust agreement executed by the employer, which is
      incorporated herein by reference.  The named fiduciary shall review
      at regular intervals the performance of the trustee and shall re-
      evaluate the appointment of such trustee.  After the named fiduciary
      has appointed the trustee and has received a written notice of
      acceptance of its responsibility, the fiduciary responsibility with
      respect to the proper care and custody of plan assets shall be
      considered as the responsibility of the trustee.  Unless otherwise
      allocated to an investment manager, the fiduciary responsibility with
      respect to investment of plan assets shall likewise be considered as
      the responsibility of the trustee.

  (b) Appointment of Investment Manager
      The named fiduciary may appoint an investment manager who is other
      than the trustee, which investment manager may be a bank or an
      investment advisor registered with the Securities and Exchange
      Commission under the Investment Advisors Act of 1940.  Such
      investment manager, if appointed, shall have sole discretion in the
      investment of plan assets, subject to the funding policy.  The named
      fiduciary shall review at regular intervals no less frequently than
      annually, the performance of such investment manager and shall re-
      evaluate the appointment of such investment manager.  After the named
      fiduciary has appointed an investment manager and has received a
      written notice of acceptance of its responsibility, the fiduciary
      responsibility with respect to investment of plan assets shall be
      considered as the responsibility of the investment manager.

  (c) Funding Policy
      The named fiduciary shall determine and communicate in writing to the
      fiduciary responsible for investment of plan assets the funding
      policy for the plan.  The funding policy shall set forth the plan's
      short-range and long-range financial needs, so that said fiduciary
      may coordinate the investment of plan assets with the plan's
      financial needs.

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  (d) Valuation of the Fund
      The fund shall be valued by the trustee on the first day of each plan
      year and as of any interim allocation date determined by the plan
      administrator.  The valuation shall be made on the basis of the
      current fair market value of all property in the fund.

  (e) Expenses
      The trust fund shall pay the expenses incurred in the administration
      of the plan and the investment of the fund, provided the cost is
      reasonable.  Such expenses shall include legal fees incurred by the
      plan administrator or the trustee, provided such fiduciaries are not
      proven to have committed a prohibited transaction.

                  ARTICLE VII - AMENDMENT AND TERMINATION OF PLAN

Section 7.1 - Right to Discontinue and Amend
   It is the expectation of the employer that it will continue this plan
   indefinitely and make the payments of its contributions hereunder, but
   the continuance of the plan is not assumed as a contractual obligation
   of the employer and the right is reserved by the employer, at any time,
   to reduce, suspend or discontinue its contributions hereunder.

Section 7.2 - Amendments
   Except as herein limited, the employer shall have the right to amend
   this plan at any time to any extent that it may deem advisable.  Such
   amendment shall be stated in writing.  It shall be authorized by action
   of the board of directors under the corporate by-laws if the employer is
   a corporation, by action of the agreement of the partners as required
   under the partnership agreement if the employer is a partnership, or by
   action of the sole proprietor if the employer is a sole proprietorship.
   The authorization of an employer's board of directors shall designate
   the person to execute the amendment.
   The employer's right to amend the plan shall be limited as follows:

  (a) No amendment shall increase the duties or liabilities of the plan
      administrator, the trustee, or other fiduciary without their
      respective written consent.

  (b) No amendments shall have the effect of vesting in the employer any
      interest in or control over any contracts issued pursuant hereto or
      any other property in the fund.

  (c) No amendment to the plan shall be effective to the extent that it
      has the effect of decreasing a participant's accrued benefit.
      Notwithstanding the preceding sentence, a participant's account
      balance may be reduced to the extent permitted under Code
      section 412(c)(8).  For purposes of this paragraph, a plan amendment
      that has the effect of decreasing a participant's account balance or
      eliminating an optional form of benefit, with respect to benefits
      attributable to service before the amendment shall be treated as
      reducing an accrued benefit.  Furthermore, if the vesting schedule of
      a plan is amended, in the case of an employee who is a participant as
      of the later of the date such amendment is adopted or the date it
      becomes effective, the nonforfeitable percentage (determined as of
      such date) of such employee's right to his employer-derived accrued
      benefit will not be less than his percentage computed under the plan
      without regard to such amendment.

  (d) No amendment to the vesting schedule adopted by the employer
      hereunder shall deprive a participant of his vested portion of his
      employer contribution accounts to the date of such amendment.  If the
      plan's vesting schedule is amended, or the plan is amended in any way
      that directly or indirectly affects the computation of the
      participant's nonforfeitable percentage or if the plan is deemed
      amended by an automatic change to or from a top-heavy vesting
      schedule, each participant with at least 3 years of service with the
      employer may elect, within a reasonable period after the adoption of
      the amendment or change, to have the nonforfeitable percentage
      computed under the plan without regard to such amendment or change.
      For participants who do not have at least one hour of service in any
      plan year beginning after December 31, 1988, "5 years of service"
      shall be substituted for "3 years of service" in the preceding
      sentence.  The period during which the election may be made shall
      commence with the date the amendment is adopted or deemed to be made
      and shall end on the latest of:

      (1) 60 days after the amendment is adopted;

      (2) 60 days after the amendment becomes effective; or

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      (3) 60 days after the participant is issued written notice of the
          amendment by the employer or plan administrator.

Section 7.3 - Protection of Benefits in Case of Plan Merger
   In the event of a merger or consolidation with, or transfer of assets to
   any other plan, each participant will receive a benefit immediately
   after such merger, consolidation or transfer (if the plan then
   terminated) which is at least equal to the benefit the participant was
   entitled to immediately before such merger, consolidation or transfer
   (if the plan had terminated).

Section 7.4 - Termination of Plan
  (a) When Plan Terminates - This plan shall terminate upon the
      happening of any of the following events:  legal adjudication of the
      employer as bankrupt; a general assignment by the employer to or for
      the benefit of its creditors; the legal dissolution of the employer;
      or termination of the plan by the employer.

  (b) Allocation of Assets - Upon termination, partial termination, or
      complete discontinuance of employer contributions, the account
      balance(s) of each affected participant who is an active participant
      or who is not an active participant but has neither received a
      complete distribution of his vested accrued benefit nor incurred five
      one-year breaks in service shall be 100% vested and nonforfeitable.
      The amount of the fund assets shall be allocated to each participant,
      subject to provisions for expenses of administration of the
      liquidation, in the ratio that such participant's account(s) bears to
      all accounts.  If a participant under this plan has terminated his
      employment at any time after the first day of the plan year in which
      the employer made his final contribution to the plan, and if any
      portion of any account of such terminated participant was forfeited
      and reallocated to the remaining participants, such forfeiture shall
      be reversed and the forfeited amount shall be credited to the account
      of such terminated participant.

                    ARTICLE VIII - MISCELLANEOUS PROVISIONS

Section 8.1 - Exclusive Benefit - Non-Reversion

   The plan is created for the exclusive benefit of the employees of the
   employer and shall be interpreted in a manner consistent with its being
   a qualified plan as defined in section 401(a) of the Internal Revenue
   Code and with ERISA.  The corpus or income of the trust may not be
   diverted to or used for other than the exclusive benefit of the
   participants or their beneficiaries (except for defraying reasonable
   expenses of administering the plan).

   Notwithstanding the above, a contribution paid by the employer to the
   trust may be repaid to the employer under the following circumstances:

   (a) Any contribution made by the employer because of a mistake of fact
       must be returned to the employer within one year of the contribution.

   (b) In the event the deduction of a contribution made by the employer
       is disallowed under Code section 404, such contribution (to the
       extent disallowed) must be returned to the employer within one year
       of the disallowance of the deduction.

   (c) If the Commissioner of Internal Revenue determines that the plan
       not initially qualified under the Internal Revenue Code, any
       contribution made incident to that initial qualification by the
       employer must be returned to the employer within one year after the
       date the initial qualification is denied, but only if the application
       for the qualification is made by the time prescribed by law for
       filing the employer's return for the taxable year in which the plan
       is adopted, or such later date as the Secretary of the Treasury may
       prescribe.

Section 8.2 - Inalienability of Benefits
   No benefit or interest available hereunder including any annuity
   contract distributed herefrom shall be subject to assignment or
   alienation, either voluntarily or involuntarily.  The preceding sentence
   shall also apply to the creation, assignment, or recognition of a right
   to any benefit payable with respect to a participant pursuant to a
   domestic relations order, unless such order is determined to be a
   qualified domestic relations order as defined in Code section 414(p), or
   any domestic relations order entered before January 1, 1985.  A loan
   made to a participant and secured by his nonforfeitable account
   balance(s) under Section 4.4(b) will not be treated as an assignment or
   alienation and such securing account balance(s) shall be subject to
   attachment by the plan in the event of default.

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   Notwithstanding the preceding paragraph, effective with respect to
   judgments, orders, and decrees issued, and settlement agreements entered
   into, on or after August 5, 1997, a participant's benefit (and that of
   his spouse) shall be reduced to satisfy liabilities of the participant
   to the plan due to (1) the participant being convicted of committing a
   crime involving the plan, (2) a civil judgment (or consent order or
   decree) entered by a court in an action brought in connection with a
   violation of the fiduciary provisions of part 4 of subtitle B of Title I
   of ERISA, or (3) a settlement agreement between the Secretary of Labor
   or the Pension Benefit Guaranty Corporation and the participant in
   connection with a violation of such  fiduciary provisions of ERISA.  No
   reduction shall be made pursuant to this paragraph, unless the judgment,
   order, decree, or settlement agreement shall expressly provide for the
   offset of all or part of the amount ordered or required to be paid to
   the Plan against the participant's benefits provided under the Plan.

Section 8.3 - Employer-Employee Relationship
   This plan is not to be construed as creating or changing any contract of
   employment between the employer and its employees, and the employer
   retains the right to deal with its employees in the same manner as
   though this plan had not been created.

Section 8.4 - Binding Agreement
   This plan shall be binding on the heirs, executors, administrators,
   successors and assigns as such terms may be applicable to any or all
   parties hereto, and on any participants, present or future.

Section 8.5 - Separability
   If any provision of this plan shall be held invalid or unenforceable,
   such invalidity or unenforceability shall not affect any other provision
   hereof and this plan shall be construed and enforced as if such
   provision had not been included.

Section 8.6 - Construction
   The plan shall be construed in accordance with the laws of the state in
   which the employer was incorporated (or is domiciled in the case of an
   unincorporated employer) and with ERISA.

Section 8.7 - Copies of Plan
   This plan may be executed in any number of counterparts, each of which
   shall be deemed as an original, and said counterparts shall constitute
   but one and the same instrument that may be sufficiently evidenced by
   any one counterpart.

Section 8.8 - Interpretation
   Wherever appropriate, words used in this plan in the singular may
   include the plural or the plural may be read as singular, and the
   masculine may include the feminine.

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IN WITNESS WHEREOF, the Employer has caused this plan to be executed
this 12th day of November, 2002.

                                       Employer:
                                       Weis Markets, Inc.

                                       /S/William R. Mills
                                       -------------------
                                       By: William R. Mills
                                       Title: Senior Vice President
                                              and Treasurer/ CFO