EXHIBIT 10.36  NATIONWIDE LIFE INSURANCE COMPANY SALARY DEFERRAL [401(k)] AND SAVINGS PROTOTYPE PROFIT SHARING PLAN AND
TRUST  PLAN NO.  002 NON-STANDARDIZED - INTEGRATED AND
NON-INTEGRATED  Address of Sponsoring Organization or Authorized Representative:  The Senex Group, 21021 Ventura Blvd., Suite
310, Woodland Hills, CA 91364. 
Telephone Number:  (818)
593-3535.  The Employer hereby establishes a profit sharing plan and trust for the
benefit of its eligible employees and the eligible employees of each Participating
Employer which adopts the Plan.  The
plan and trust shall consist of the Nationwide Life Insurance Company Salary
Deferral [401(k)] and Savings Prototype Profit Sharing Plan and Trust and this
Adoption Agreement.  1.             Name of
Employer.  INAMED Corporation.  1A.          Business Entity:ý
Corporation    o
S Corporation      Date of
Incorporation:                                 
..  o
Partnership o Sole Proprietor o
Other:                                        
..  1B.          Type
of Business:  Optical, medical, and ophthalmic.  2.             Employer
Address:  3800 Howard Hughes Parkway,
Suite 900, Las Vegas, Nevada 89109.  3.             Employer
Tax Year End:  December 31st.         Employer Identification No.:  59-0920629.  4.             Plan
Name:  INAMED Corporation Retirement
Savings Plan.      Plan No.:  001.  5.             Limitation
Year (elect one): o
  
  Calendar yearý
  
  The period selected in Exhibit 1, Section 3.o
  
  Other 12 month period ending:
  
  .  6.             Plan Status (check
a or b):  (a)
  
  o
  Newly Adopted Plan(b)
  
  ý
  Amendment and restatement of the (name of plan):  INAMED Corporation FLEXPLUS Retirement
  Savings Plan.  Effective date of
amendment:  January 1, 1997.  This amendment
shall not apply to any Employee who severed employment before the effective
date of amendment.  The Accrued Benefit
and vesting percentage of each Participant who is an Employee on the effective
date of amendment shall be no less than before the amendment.  Salary Deferral Profit
Sharing PO 2112-2 National Office TRA86
Version (IRS Approved)  
   EXHIBIT
1  DEFINITIONS  1.Break
In Service (Section 2.7) means employment of not more than 500 (insert 500 or
less) Hours of Service during an Eligibility Computation Period or Vesting
Computation Period.  NOTE: This Section must be completed if Exhibit 5,
Section 10(b) is selected.  2.             Compensation
(Section 2.10) means all of each Participants (elect a or b):  (a)
  
  ý
  
  W-2 earnings and any Salary Deferral Contributions
  for the period selected below.(b)
  
  o
  
  compensation as that term is defined for Code
  Section 415(c)(3) purposes for the period selected below.ý
  
  Check here if pursuant to Section 2.10, the Employer
  shall include in the definition of Compensation in (a) or (b) above
  contributions made pursuant to Section 125, 402(h) or 403(b) of the Code.  2A.COMPENSATION
EXCLUSIONS (Section 2.10) For purposes of contributions and allocations (except
top-heavy minimum contributions and allocations and for the purpose of
discrimination testing under Article XVII), the following Compensation shall
not be considered (elect a, or one or more of b, c, d, e, and f):  (a)
  
  ý
  
  None, all Compensation shall be considered.(b)
  
  o
  
  Bonus.(c)
  
  o
  
  Overtime.(d)
  
  o
  
  Commissions.(e)
  
  o
  
  Compensation in excess of $                                 .(f)
  
  o
  
  Other:                               .  NOTE:  a
above must be selected if an integrated formula is elected in Exhibit 3.  3.             The compensation
period under this Section shall be the (Section 2.10) (elect a, b or c):  (a)
  
  ý
  
  Plan Year.(b)
  
  o
  
  taxable year ending with or within the Plan Year.(c)
  
  o
  
  limitation year ending with or within the Plan Year.  4.If
an Eligible Employee becomes a Participant after the beginning of the period
selected above, Compensation shall include for purposes of Employer
Discretionary Contributions and Qualified Non-Elective Contributions (elect a
or b):  2 
   (a)ý            only the Compensation for the
portion of the period selected above during which he became a Participant.  (b)o            the Compensation for the entire
period selected above in which he became a Participant.  5.              Effective Date
(Section 2.14) means:  January 1, 1990.  NOTE:  If this
is an amendment and restatement of an existing plan, insert the original plan
effective date.  6.Plan
Year (Section 2.36) means the 12 consecutive month period, or such lesser
period as a Participating Employer is in business, beginning on the 1st day of
January, and ending on the 31st day of December in each year.  NOTE: The Plan Year should normally end on the last
day of the calendar year.  7.             Net Profits
(Section 2.26) Employer contributions shall be made (elect one):  o
with ý without regard to the definition of Net
Profits in Section 2.26.  EXHIBIT 2  ELIGIBILITY REQUIREMENTS  1.CLASSIFICATION
REQUIREMENTS (Section 2.17) Classifications of Employees that are not
eligible to participate in the Plan are (elect a or one or more of b through
d):  (a)o            None:  all Employees are eligible.  (b)ý            Covered by a Collective Bargaining
Agreement: included in a unit of employees where retirement benefits have been
the subject of good faith bargaining between representatives of such employee
unit and the Participating Employer, unless the resulting collective bargaining
agreement provides for the inclusion of such unit of employees under this Plan.  (c)ý            Non-resident aliens who receive no
Earned Income from a Participating Employer which constitutes income from
sources within the United States.  (d)o            Employees of an Employer required to
be aggregated with a Participating Employer under Code Sections 414(b), (c), or
(m) and persons deemed to be employees under Code Section 414(n).  (e)o            Other Classification:                                         .  2.             SERVICE AND AGE
REQUIREMENTS (Section 3.1):  (a)To
be eligible to participate an Eligible Employee must have completed the
following Eligibility Service requirements (complete both 1 and 2):  3 
   (1)On
the Effective Date of the Plan the following requirements apply:  (i) Service
  
  
  
  (ii) Ageo
  
  No Service Requirement
  
  o
  
  No Age Requirementý
  
  6 Months from Employment Date
  
  ý
  
  21(not to exceed 12)o
  
  1 Year ofEligibility Service
  
  o
  
  (Not to exceed Age 21)  (2)After
the later ofthe Effective Date of the Plan or Effective Date of Amendment, the
following requirements apply:  (i) Service
  
  
  
  (ii) Ageo
  
  No Service Requirement
  
  o
  
  No Age Requirementý
  
  6 Months from Employment
  
  ý
  
  21Date (not to exceed 12)o
  
  1 Year ofEligibility Service
  
  o
  
  (Not to exceed Age 21)   NOTE:The Service
requirements in (1) and (2) above must be the same ifthe
Employee is a Self-Employed Individual.  If the service
requirement elected is a stated number of months of service, each Eligible
Employee who has been employed with the Participating Employer for such number
of months shall be deemed to have completed the service requirement as of that
date, regardless of the number of Hours Of Service actually performed.  (b)One
year of Eligibility Service shall be credited to the Eligible Employee on the
last day of each Eligibility Computation Period in which he completes 1000 (not
more than 1,000) Hours Of Service.  3.             ENTRY DATE (Section
3.1) The entry date shall be the (elect one):  (a)o            date coinciding with satisfaction of
all eligibility requirements.  (b)o            first day of the month coinciding
with or next following satisfaction of all eligibility requirements.  (c)o            first day of the Plan Year quarter
following satisfaction of all eligibility requirements.  (d)o            Plan Anniversary o
preceding o coinciding with or next
following-satisfaction of all
eligibility requirements (coinciding may not be elected if Section 2(a)(1) or
2(a)(2) of this Exhibit provides for Eligibility requirements of more than 6
months or age 20 1/2).  (e)ý            Plan Anniversary or the first day of
the seventh month of the Plan Year coinciding with or next following
satisfaction of all eligibility requirements.  4 
   EXHIBIT 3  CONTRIBUTIONS AND
ALLOCATION FORMULA  1.SALARY
DEFERRAL CONTRIBUTION (Section 5.1) Participants shall be permitted to make
Salary Deferral Contributions (complete a through e):   (a)Minimum
salary deferral percentage or amount is 1% per payroll period.  (b)Maximum
salary deferral percentage or amount is 20% per payroll period.  ýCheck here ifthe
Participant may make a special election to defer all or a portion (including
none) of any bonus or other such single sum payment to the Plan.  (c)A
Participant may change his salary deferral percentage (elect one): (1)o           at any time. (2)o           as ofthe first day of a Plan
Year quarter. (3)o           as of a Plan Anniversary. (4)ý           other:  January 1st, April 1st, July 1st and October 1st.  (d)           A
Participant may revoke his Salary Deferral Agreement (elect one): (1)ý           at any time. (2)o           as of the first day of a Plan Year
quarter. (3)o           as of a Plan Anniversary. (4)o           other:                                                                                              .  (e)           A
Participant who has revoked his Salary Deferral Agreement, may execute a new
Agreement (elect one):  (1)o           at any time. (2)o           as of the first day of a Plan Year
quarter. (3)o           as ofa Plan Anniversary. (4)ý           other:  January 1st, April 1st, July 1st and October 1st.  NOTE:    In
Section c, d, or e above, other must be at least once a year.  2.           EMPLOYEE
(AFTER TAX) CONTRIBUTIONS (Section 5.4) Participants shall (elect a or b):  (a)o            be permitted to make Employee
Contributions.  (b)ý            not be permitted to make Employee
Contributions.  3.           EMPLOYER
MATCHING CONTRIBUTION (Section 5.2) Each Participating Employer shall (elect a
or b):  (a)ý            make Employer Matching Contributions
equal to (elect one):  (1)
  
  o
  
  % of the first% of Compensation which is deferred
  under the Plan.(2)
  
  o
  
  % ofthe first% of Compensation contributed
  as Employee Contributions under the Plan.(3)
  
  ý
  
  Other:  A
  discretionary dollar amount or percentage to be determined by the Board of
  Directors each Plan Year.  5 
   (b)o            not make Employer Matching
Contributions.  4.           EMPLOYER
DISCRETIONARY CONTRIBUTIONS (Section 5.2) Each Participating Employer shall
(elect a or b):  (a)ý            make Employer Discretionary
Contributions in such amounts as may be determined by the Participating
Employer.  (b)o            not make Employer Discretionary
Contributions.  5A.FORFEITURES
(Section 10.2) Forfeitures from a Participants Employer Matching subaccount,
except Excess Aggregate Contributions, shall be (elect a or b):  (a)o            reallocated to Employer Matching
subaccounts of other Participants.  (b)ý            applied to reduce the next
Participating Employer contribution.  5B.          FORFEITURES (Section
10.2)  Forfeitures from a Participants
Employer Discretionary subaccount shall be (elect a or b):  (a)ý            reallocated to Employer
Discretionary subaccounts of other Participants.  (b)o            applied to reduce the next
Participating Employer contribution.  6.FORFEITURES
(Section 10.3A or B) Forfeitures from a Participants Employer Matching or
Employer Discretionary subaccount shall occur:  (a)ý            upon distribution to a terminated
Participant of his vested Accrued Benefit, or his fifth consecutive Break In
Service, if earlier.  (b)o            after the Participant has incurred
his fifth consecutive Break In Service.  7.ALLOCATION
FORMULA (Section 6.1) Employer Discretionary Contributions and forfeitures
arising from Employer Discretionary subaccounts shall be allocated to the
Employer Discretionary subaccount of each Participant who has completed the
requirements specified below in (elect a or b):  (a)ý            in the proportion that the
Participants Compensation bears to the total compensation of all Participants.  (b)o            in the proportion that the Participants
Compensation in excess of the Integration Level     bears to the total Compensation of all Participants in excess of
the Integration Level, provided that the maximum amount of contributions and
forfeitures so allocated for the Plan Year shall not exceed the Integration
Percentage set forth below.  Providing
further that the maximum amount of contributions and forfeitures in excess of
the Integration Level shall not exceed the amount of contributions and forfeitures
allocated below the Integration Level expressed as a percentage of each
Participants Compensation by the lesser of (a) or (b) where (a) equals the
percentage of each Participants Compensation below the Integration Level and
(b) equals the greater of 5.7% or the percentage equal to the portion of the
tax rate under Code Section 3111(a) (in effect as of the beginning of the year)
which is attributable to old-age insurance. 
Any contributions and forfeiture in excess of such percentage shall be
allocated to the subaccount of each Participant in the proportion that his
Compensation bears to the total compensation of all Participants (complete (1)
and (2)):  6 
    (1)           Integration Level (elect a, b or c):  (a)
  
  o
  
  the Taxable Wage Base.(b)
  
  o
  
  $     ,and
  increasing by% of the actual dollar increase in the Taxable Wage Base for
  each subsequent year.(c)
  
  o
  
  $    .   NOTE:(b) & (c) above
must not include an amount in excess ofthe Taxable Wage Base.  The Taxable Wage Base means the maximum
amount ofearnings which may be considered wages for Social Security purposes
under Section 3121(a)(1) of the Code for each calendar year.  NOTE:A minimum contribution
may need to be provided to each Non-Key Employee as required by Section 11.2.  (2)           The Integration Percentage is %.  NOTE:If the Integration
Level is the Taxable Wage Base, the maximum integration percentage is 5.7% (or
the rate of tax under Code Section 3111(a) attributable to old age insurance,
if greater).  If the Integration Level
is below the Taxable Wage Base, the maximum integration percentage is:  5.4% if the Integration Level is more than
80% but less than 100% of the Taxable Wage Base; 4.3% if the Integration Level
is above $10,000 (or 1/5 of the Taxable Wage Base, if greater) but not more
than 80% ofthe Taxable Wage Base; and 5.7% (or the rate of tax under Code
Section 3111(a) attributable to old age insurance, if greater) if the
Integration Level is at or below $10,000 (or 1/5 of the Taxable Wage Base, if
greater).  8.             ELIGIBILITY FOR
ALLOCATION (Section 6.2) (complete a and b):  (a)           A
Participant who has completed less than 1,000 Hours OfService during a Plan
Year shall (elect 1 or 2):  (1)
  
  ý
  
  not share in the Employer Discretionary Contribution
  (or forfeitures) for such Plan Year.(2)
  
  o
  
  share in the Employer Discretionary Contribution (or
  forfeitures) for such Plan Year if the Participant completes (complete (i) or
  (ii)):   (i)o            1 Hour of Service.  (ii)o            more than 500 Hours of Service.  (b)A
Participant whose employment is terminated before the end of the Plan Year but
after completion of the number of hours in (a) above shall (elect 1 or 2):  (1)
  
  ý
  
  not share in the Employer Discretionary Contribution
  (or forfeitures) and Qualified Non-Elective Contribution for such Plan Year.(2)
  
  o
  
  share in the Employer Discretionary Contribution (or
  forfeitures) and Qualified Non-Elective Contribution for such Plan Year.  7 
   9.             QUALIFIED
NON-ELECTIVE CONTRIBUTIONS (Section 2.37A) (complete a, b, and c):  (a)          Qualified Non-Elective Contributions
shall (elect 1 or 2):  (1)ý            be permitted.  Such contributions shall be made at the
discretion of the Participating Employer and allocated on the basis of the
ratio in which a Participants Compensation bears to the total compensation for
all participants who are (elect (i) or (ii)):  (i)ý            Eligible Non-Highly Compensated
Employees who (elect one):  o            completed the requirements of
Section 8 above.  ýcompleted
more than one (1) Hour(s) of Service (insert 500 or less) during the Plan Year
and (complete one):  ý
  
  were employed on the last day of the Plan Year.o
  
  regardless of whether employed on the last day of
  the Plan Year.  (ii)o            Eligible Employees who (elect one):  o            completed the requirements of
Section 8 above.  ocompleted
more than        Hours of Service
(insert 500 or less) during the Plan Year and (complete one):  o
  
  were employed on the last day of the Plan Year.o
  
  regardless of whether employed on the last day of
  the Plan Year.  (2)o            not be permitted.  (b)           Qualified
Non-Elective Contributions shall be taken into account as (elect one):  (1)o            Salary Deferral Contributions for
the purpose of calculating the Actual Deferral Percentage discrimination test.  (2)o            Matching Contributions for the
purpose of calculating the Average Contribution Percentage discrimination test.  (3)ý            Salary Deferral Contributions to the
extent deemed necessary to satisfy the Actual Deferral Percentage
discrimination test.  Any remaining
contributions shall be treated as Matching Contributions for the purpose of
calculating the Average Contribution Percentage discrimination test.  10.           MATCHING
CONTRIBUTION (Section 2.23A)  If the
Employer has elected in Exhibit 3 to provide for Matching Contributions and if
Exhibit 5 provides that the Employer Matching subaccount shall be 100%
immediately vested, please complete the following (otherwise check not
applicable in (c) below) (elect one):  8 
   Matching Contributions which are 100% vested when made
shall be taken into account as (elect a, b, or c):  (a)o            Salary Deferral Contributions for
the purpose of calculating the Actual Deferral Percentage discrimination test.  (b)o            Matching Contributions for the
purpose of calculating the Average Contribution Percentage discrimination test.  (c)ý            not applicable.  EXHIBIT 4  INVESTMENTS  1.INVESTMENTS
(Article VIII) All assets of the Plan shall be invested by the Trustee except
that (elect any that are applicable and complete a and f):  (a)o            No exceptions.  (b)o            The Employer shall direct the
Trustee in selecting  (1)o            all subaccounts.  (2)o            the following subaccounts:                                             .  (c)ý            The Participant shall direct, from
eligible investments specified by the Plan Administrator, the Trustee in
selecting  (1)ý            all subaccounts.  (2)o            the following subaccounts:                                          .  (d)o            The Employer shall appoint an
Investment Manager to direct the Trustee in selecting  (1)o            all subaccounts.  (2)o            the following subaccounts:                                         .  Name:  Address:  Telephone Number:
(    )    -  (e)The
entity or individual selected above may change, subject to the rules of an
Insurer or other investing institution, its investment election with respect to
investments in its Accounts (elect one):  (1)ý            at any time for assets held at
Nationwide Life Insurance Company.  (2)o            no more frequently than once every 3
months.  9 
   (3)o            no more frequently than once every
12 months.  (4)o            other (at least annually)                                             .  (f)The
entity or individual selected above may change, subject to the rules of an
Insurer or other investing institution, its investment election with respect to
investments of future contributions (elect one):  (1)ý            at any time for contributions to be
invested at Nationwide Life Insurance Company.  (2)o            no more frequently than once every 3
months.  (3)o            no more frequently than once every
12 months.  (4)ý            other (at least annually) as of the
first day of a Plan Year quarter for the allocation of assets between
Nationwide Life Insurance Company. 
National Western and Massachusetts General.  2.COMMON
DUE DATE (Section 2.9) (elect a or b):  (a)ý            The 31st day of the month of
December in each year.  (b)o            The following dates:                                                       .  NOTE:N/A should be placed
in 2 above if Insurance Contracts are not offered as an investment option under
the Plan.  EXHIBIT 5  BENEFITS AND
DISTRIBUTIONS  1.VESTING
SCHEDULE (Section 10.1) (complete one box below) A Participants vested
interest in his Employer Matching subaccount, if any, and Insurance Policies,
the premiums for which are paid from Employer Matching Contributions, shall be o
100% vested when made; ý be determined
by the following schedule (elect one):  Years of
  Vesting Service
  
  (a)o
  
  (b)o
  
  (c)o
  
  (d)o
  
  (e)ý
  
  (f)o0
  
  0
  %
  0
  %
  0
  %
  0
  %
  0
  %
  
  %1
  
  20
  %
  0
  %
  0
  %
  0
  %
  0
  %
  
  %2
  
  40
  %
  20
  %
  0
  %
  0
  %
  0
  %
  
  %3
  
  60
  %
  40
  %
  20
  %
  100
  %
  0
  %
  
  %4
  
  80
  %
  60
  %
  40
  %
  
  
  0
  %
  
  %5
  
  100
  %
  80
  %
  60
  %
  
  
  100
  %
  
  %6
  
  
  
  100
  %
  80
  %
  
  
  
  
  
  %7
  
  
  
  
  
  100
  %
  
  
  
  
  100
  %  2.VESTING
SCHEDULE (Section 10.1) (complete one box below)  A Participants vested interest in his Employer Discretionary
subaccount, if any, and Insurance Policies, the premiums for which are paid
from Employer Discretionary Contributions, shall be o
100% vested when made; ý be determined
by the following schedule (elect one):  10


Years of
  Vesting Service
  
  (a)o
  
  (b)o
  
  (c)o
  
  (d)o
  
  (e)ý
  
  (f)o0
  
  0
  %
  0
  %
  0
  %
  0
  %
  0
  %
  
  %1
  
  20
  %
  0
  %
  0
  %
  0
  %
  0
  %
  
  %2
  
  40
  %
  20
  %
  0
  %
  0
  %
  0
  %
  
  %3
  
  60
  %
  40
  %
  20
  %
  100
  %
  0
  %
  
  %4
  
  80
  %
  60
  %
  40
  %
  
  
  0
  %
  
  %5
  
  100
  %
  80
  %
  60
  %
  
  
  100
  %
  
  %6
  
  
  
  100
  %
  80
  %
  
  
  
  
  
  %7
  
  
  
  
  
  100
  %
  
  
  
  
  100
  %   NOTE:If (f)is
elected in 1 or 2 above, the vesting percentages for all years of service must
equal or exceed one of the applicable minimum vesting schedules set forth in
Code Section 411(a)(2).  3.VESTING
COMPUTATION PERIOD (Section 2.49):  The
12 consecutive month period ending on the 31st day of December each year.  NOTE:  The Vesting Computation Period shall
coincide with the Plan Year.  4.VESTING
SERVICE (Section 2.50)  One year of
Vesting Service shall be credited to a Participant for each Vesting Computation
Period during which he completes at least 1000 (not to exceed 1,000) Hours Of
Service, beginning on his Employment Date or Re-employment Date, subject to the
exclusions elected in 5.  5.EXCLUDED
YEARS OF VESTING SERVICE (Section 2.50) In addition to years of Vesting Service
excluded by the Break In Service rules, the following years of Vesting Service
shall be excluded in determining a Participants vested interest (elect a or
b):  (a)ý            No Vesting Service shall be
excluded.  (b)o            The following years of Vesting
Service shall be excluded (elect any that are applicable):  (1)o            years of Vesting Service completed
before the year in which the Participant attains age 18.  (2)o            years of Vesting Service completed
before the Effective Date of the Plan.  5A.          ELAPSED TIME (Section
2.21):  oCheck here if the
elapsed time provisions of Section 2.21 are to apply.  If checked, Sections 3, 4 and 5 above are not applicable.  6.             NORMAL RETIREMENT
AGE (Section 2.27) A Participants Normal Retirement Age will be the day he
(elect a or b):  (a)ý            attains age 65 (not more than 65).  (b)ý            attains the later of age 65 (not
more than 65) or the 5th (insert 5 or less) anniversary of his participation
commencement date.  Participation
commencement date is the first day of the Plan Year in which the Participant
began participating in the Plan.  11 
   7.             EARLY RETIREMENT
(Section 10.5): (elect a or b):  (a)o            A Participant who has attained
age     and who is credited with     years of Vesting Service may retire on
his Early Retirement Date.  A
Participants Account (elect (1) or (2)):  (1)o            shall, if not previously 100%
vested, be 100% vested upon attainment of his Early Retirement Age.  (2)o            shall be subject to the vesting
schedule in Exhibit 5.  (b)ý            Early retirement is not provided.  8.             AGE 59 1/2 (Section
10.10) Age 59 1/2 distributions (elect a or b):  (a)ý            are permitted.  (b)o            are not permitted.  9.             HARDSHIP (Section
10.11) Hardship distributions (elect a or b):  (a)ý            are permitted.  (b)o            are not permitted.  10.COMMENCEMENT
OF BENEFITS (Section 10.12)  Subject to
the requirement of Section 10.18, a Participant who terminates his employment
with his Participating Employer may receive a distribution of his Accrued
Benefit (elect a, b, or c):  (a)ý            within a reasonable time after
termination of employment.  (b)o            after a Participant has incurred,
within an Eligibility Computation Period, a Break In Service.  (c)o            upon attainment of the Participants
Normal Retirement Date, or if selected, Early Retirement Date or age 59 1/2.  11.           LOANS TO
PARTICIPANTS (Section 10.17) Loans to Participants are (elect a or b):  (a)ý            permitted and (complete one of the
following boxes):  o
are considered a general investment of the Trust Fund     ý are considered
an investment of the Participants Account.  (b)o            not permitted.  12.OPTIONAL
FORMS OF BENEFITS (Section 10.23)  In
addition to the lump sum normal form of benefit, and, if required to be
provided under the Plan, a Qualified Joint and Survivor Annuity, the following
option forms of benefits shall be provided (elect any that are applicable):  (a)ý            Straight Life Annuity (b)o            Life Annuity - Ten Years Certain (c)ý            Joint and Survivor Annuity (d)o            Ten Year Certain Fixed Payments (e)o            Life Annuity - Twenty Year Certain  12 
   (f)o            Other: (g)o            Other:  NOTE:o            Check here if a lump sum normal form
of benefit will be the only form of benefit offered under this Plan ((a)
through (g) must not be completed), and the Qualified Pre-Retirement Survivor
Annuity and Qualified Joint and Survivor Annuity provisions will not be
applicable (Section 10.20).  NOTE:If this is an amendment
and restatement of a prior plan, the other line may be used to preserve an
optional form of benefit not currently offered by Nationwide.  In addition, an additional optional form of
benefit may be specified in the other line above only if such form of benefit
does not discriminate in favor of any Highly Compensated Employee.  13.CASH
OUT DISTRIBUTION (Section 10.15) Upon termination of service, a Participants
vested Accrued Benefit of $3,500 or less will (elect a or b):  (a)ý            be immediately distributed to the
Participant.  (b)o            not be distributed to the
Participant without his consent.  EXHIBIT 6 - PLAN ADMINISTRATOR  1.             PLAN ADMINISTRATOR
(Section 12.1) The Plan Administrator shall be (elect a, b, c, or d):  (a)ý            the Employer.  (b)o            the Trustee.  (c)o            a committee consisting of at least
three persons appointed from time to time by the Board of Directors to serve
without compensation at the pleasure of the board.  Any person appointed a member of such committee shall signify his
acceptance of administrative responsibility by filing written acceptance with
the board and with the committee.  Any
member of the committee may resign by delivering his written resignation to the
board and the Secretary of the committee, and such resignation shall become
effective on some specified future date not less than 30 days after receipt of
such resignation by the board.  The committee may authorize one or more of its member
to execute or deliver any instrument or make any payment in its behalf.  A majority of the members of the committee at the time
in office shall constitute a quorum for the transaction of business.  All resolutions or other matters coming
before the committee may be acted upon by the members of the committee present
at any meeting or without a meeting by an instrument in writing signed by a
majority of the members of the committee. 
In the event any such vote ends in a deadlock, the board shall cast the
deciding vote.  (d)o            (Specify by name, title, or other
description):                               
..  13 
   EXHIBIT 7 - LIMITATIONS ON ALLOCATIONS  1.OTHER
QUALIFIED PLANS (Sections 7.3 and 7.4) 
If the Employer maintains or ever maintained another qualified plan in
which any Participant in this Plan is (or was) a Participant or could possibly
become a Participant, you must complete this section.  The Employer must also complete this Section if it maintains a
welfare benefit fund, as defined in Section 419(e) of the Code, or an
individual medical account, as defined in Section 415(1)(2) of the Code, under
which amounts are treated as annual additions with respect to any Participant
in this Plan.  (complete a and b):  (a)The
Employer must complete this Section if a Participant is covered under another
qualified defined contribution plan maintained by the Employer, other than a
Master or Prototype Plan. (Complete 1, 2, or 3):  (1)o        The provisions of Section 7.2 will
apply, as if the other plan was a Master or Prototype plan.  (2)o        (Provide the method under which the
plans will limit total Annual Additions to the Maximum Permissible Amount, and
will properly reduce any Excess Amounts, in a manner that precludes Employer
discretion.)                                             .  (3)ý        not applicable.  (b)If
the Participant is or ever has been a Participant in a defined benefit plan
maintained by the Employer (complete 1, 2, or 3):  (1)o        In any Limitation Year, the Annual
Additions credited to the participant under this Plan may not cause the sum of
the Defined Benefit Plan Fraction and the Defined Contribution Plan Fraction to
exceed 1.0. If the Participating Employer contributions that would otherwise be
allocated to the Participants Account during such year would cause the 1.0
limitations to be exceeded, the allocation will be reduced so that the sum of
the fractions equals 1.0.  Any contributions
not allocated because of the preceding sentence will be allocated to the
remaining Participants under the allocation formula under the plan.  If the 1.0 limitation is exceeded because of
an Excess Amount, such Excess Amount will be reduced in accordance with Section
7.1(d).  (2)o        (Provide the method under which the plan
involved will satisfy the 1.0 limitation in a manner that precludes Employer
discretion.)                                      .  (3)ý        not applicable.  EXHIBIT 8 - TOP-HEAVY PROVISIONS  If this Plan covers employees under a collective bargaining agreement
that meets the requirements of Code Section 416(1)(4), please check not
applicable in all Sections below.  1.PARTICIPATING
EMPLOYER MAINTAINING A DEFINED CONTRIBUTION PLAN IN ADDITION TO THIS PLAN
(Section 11.3)  For any Plan Year in
which the Plan is top-heavy, each Participating Employer (elect a, b, or c):  14 
   (a)o            shall contribute to this Plan an
amount, which when added to a Non-Key Employees Employer contribution and
forfeiture, will equal 3% of his Compensation, or such lesser amount as
provided in Section 11.3.  (b)o            shall satisfy the Section 11.3
required contribution by making a contribution to the other defined contribution
plan for a Non-Key Employee covered by both plans.  (c)ý            not applicable.  2.VESTING
SCHEDULE FOR PLAN IN TOP-HEAVY STATUS (Section 11.5)  A Participants vested interest in his Employer Matching and
Employer Discretionary subaccounts and Insurance Policies shall be determined
by the following schedule (elect a, b, or c):  Vesting ScheduleYears Of
  Vesting Service
  
  (a)ý
  
  (b)o
  
  (c)o0
  
  0
  %
  0
  %
  
  %1
  
  0
  %
  0
  %
  
  %2
  
  0
  %
  20
  %
  
  %3
  
  100
  %
  40
  %
  
  %4
  
  
  
  60
  %
  
  %5
  
  
  
  80
  %
  
  %6
  
  
  
  100
  %
  100
  %
  NOTE:If (c) is elected, the
vesting percentages for all years must equal or exceed those shown in
(a) and (b).  The Vesting Computation Period and the Hours Of
Service required for Vesting Service shall have the same meaning in this
Exhibit as that specified in Exhibit 5. 
This vesting schedule shall apply for all top-heavy Plan Years, and all
subsequent years, regardless of whether the Plan is top-heavy.  3.PARTICIPATING
EMPLOYER MAINTAINING A DEFINED BENEFIT PLAN IN ADDITION TO THIS PLAN (Section
11.4)  For.  any Plan Year in which the Plan is top-heavy, each Participating
Employer (elect a, b, or c):  (a)o            shall contribute to this Plan, for a
Non-Key Employee covered by both plans, an amount, which when added to a
Non-Key Employees Employer contribution and forfeiture, will equal 5% of his
Compensation.  (b)o            shall, in the defined benefit plan,
for a Non-Key Employee covered by both plans, provide a 2% accrual per year of
service to each Non-Key Employee as required by Code
Regulation 1.416-1(m)(2).  (c)ý            not applicable.  4.PARTICIPATING
EMPLOYER MAINTAINING A DEFINED BENEFIT PLAN IN ADDITION TO THIS PLAN EXTRA
TOP-HEAVY CONTRIBUTION/BENEFIT (Sections 11.4 and 11.6)  For each Plan Year in which the Plan is
top-heavy and the Top-heavy Ratio is 90% or less, an addition top-heavy
contribution/benefit (elect a, b, c, or d):  15   (a)o            shall contribute to this Plan, for a
Non-Key Employee covered by both plans, an amount, which when added to a
Non-Key Employees Employer contribution and forfeiture, will equal 7 1/2% of
his Compensation.  (b)o            shall, in the defined benefit plan,
for a Non-Key Employee covered by both plans, provide a 3% accrual per year of
service of each Non-Key Employee as required by Code Regulation 1.416-1(m)(14).  (c)o            will not make any additional minimum
contribution.  (d)ý            not applicable.  NOTE:By
selecting (a) or (b), the Employer is expanding the maximum amount that can be
contributed and/or accrued under Section 7.5 for an Employee who is a
Participant in both a defined contribution and defined benefit plans
maintained  (or previously maintained)
by the Employer.  5.             PRESENT VALUE (Section 11.7)  For purposes of computing Present Value, the following will be
used (complete a or b):  (a)           Interest Rate                %  Mortality
Table  Valuation
Date  (b)ý            not applicable.  NOTE:This
Section only applies if the Participating Employer is currently maintaining, or
has previously maintained a defined benefit plan.  16 
   EXECUTION  CAUTION:            THE FAILURE TO PROPERLY COMPLETE THIS ADOPTION AGREEMENT
MAY RESULT IN DISQUALIFICATION OF THE PLAN.  The Employer hereby adopts this
Plan and Trust, subject only to acceptance by the Trustee.  The Employer, by executing this document,
acknowledges that it has read this Plan and Trust, that it has consulted legal
counsel to the extent deemed necessary, and that it releases Nationwide from
any liability resulting from adoption of the Plan and Trust.  However, subject to Section 8.1, Nationwide
Life Insurance Company will inform the Employer of any amendments made to the
plan or of the discontinuance or abandonment of the Plan.  IRS OPINION LETTERS  The adopting Employer may not
rely on an opinion letter issued by the National Office of the Internal Revenue
Service as evidence that the Plan is qualified under Code Section 401.  In order to obtain reliance with respect to
plan qualification, the Employer must apply to the appropriate IRS Key District
office for a determination letter.  This Adoption Agreement may be
used only in conjunction with basic plan document number 05.  EMPLOYER:
  INAMED Corporation.(Name of Employer)Date:  April 14, 1997
  By:
  /s/
  [ILLEGIBLE](Signature
  and Title)TRUSTEE(S):Date:  April 14, 1997
  /s/ Donald K. McGhanDonald K.
  McGhanDate:  April 13, 1997
  /s/ Jim J. McGhanJim J.
  McGhanPARTICIPATING
  EMPLOYER(S): N/AName of
  Employer(s)Date:(Signature(s))AFFILIATED
  EMPLOYER(S): N/AName of
  Employer(s)(No signature is required)  17 
    NATIONWIDE
LIFE INSURANCE COMPANY  SALARY
DEFERRAL [401(k)] AND SAVINGS  PROTOTYPE PROFIT SHARING PLAN AND TRUST  BASIC PLAN DOCUMENT NO. 05    THIS PROTOTYPE RETIREMENT
PLAN AND TRUST HAS BEEN APPROVED BY THE NATIONAL OFFICE OF THE INTERNAL REVENUE
SERVICE AS FOLLOWS:  Plan
  
  Letter Serial Number001
  
  D247600a002
  
  D347601a
  PC 2112 National Office TRA 86 Version
(I&S Approved)  
   TABLE OF CONTENTS  ARTICLEI.
  PURPOSE OF PLAN AND TRUSTII.
  DEFINITIONSIII.
  PARTICIPATIONIV.
  ACCOUNTSV.
  CONTRIBUTIONSVI.
  ALLOCATIONSVII.
  LIMITATIONS ON ALLOCATIONVIII.
  INVESTMENTSIX.
  INSURANCE POLICIESX.
  BENEFITS AND DISTRIBUTIONSX1.
  TOP-HEAVY PROVISIONSX11.
  PLAN ADMINISTRATIONXIII.
  TRUSTEEXIV.
  AMENDMENT, MERGER AND TERMINATIONXV.
  DOMESTIC RELATIONS ORDERXVI.
  DISCRIMINATION TESTING AND OTHER ISSUESXVII.
  MISCELLANEOUS   
   NATIONWIDE LIFE INSURANCE COMPANY SALARY DEFERRAL [401(k)] AND SAYINGS PROTOTYPE PROFIT SPARING PLAN AND TRUST  ARTICLE
I  PURPOSE OF PLAN AND TRUST  The Nationwide Life Insurance
Company Prototype Salary Deferral [401(k)] and Savings Prototype Profit Sharing
Plan and Trust has been created for the exclusive benefit of Eligible
Employees, and their Beneficiaries, of any Participating Employer which adopts
the Plan and Trust.  The Plan is
intended to qualify under Code Sections 401(a) and 401(k) and the Trust is
intended to be tax-exempt under Code Section 501(a).  ARTICLE
II  DEFINITIONS  Each item defined below, when
used in the Plan and Trust or Adoption Agreement, with the first letter of each
word capitalized, shall have the meaning set forth in this Article.  2.1  Account means the value of the Annuity Contracts.  Mutual Fund Shares, and other assets held by
the Trustee on behalf of the Participant. 
The term, Account, does not include the value of any Insurance
Policies held by the Trustee on the life of the Participant.  2.2  Accrued Benefit means the sum of the value of any Insurance
Policies issued on the Participants life plus the value of his Account and
shall constitute his entire interest in the Trust Fund.  2.3  Adoption Agreement means the document the Employer executes to
adopt the Plan and Trust and is made a part thereof.  2.4  Affiliated Employer means the Employer, and if authorized by
the Employer, any other employer which maintains a separate plan, agrees to
administer its plan in accordance with Sections 2.16, 2.50, 3.4, and 3.5, and
executes the Adoption Agreement as such.  2.5  Annuity Contract means any annuity contract, whether fixed or
variable, individual or group, deferred or immediate.  Any Annuity Contract distributed from the Plan shall be endorsed
so that it is nontransferable.  2.5A  Annuity Starting Date means (i) the first day of the first
period for which an amount is paid as an annuity, or (ii) in the case of a
benefit not paid in the form of an annuity, the first day on which all events
have occurred which entitle the Participant to such benefit.  2.6  Beneficiary means the Participants Spouse unless the
Participant and, if required under this Plan, his Spouse have designated
another person(s) or entity as his beneficiary.  Such beneficiary designation shall be nude in a form acceptable
to the Plan Administrator and must be filed with the Plan Administrator to be
effective.  The Participants most
recent beneficiary designation shall supersede any previous designation.  If no such beneficiary is alive or if no
designation is in effect at the time of distribution, Beneficiary shall mean
the executor or other legal representative of the last to die of the
Participant and designated beneficiary.  2.7  Break In Service means employment of not more than the number
of Hours Of Service specified in Exhibit 1 during any Eligibility Computation
Period or Vesting Computation Period.  Solely for purposes of
determining whether a Break In Service for Eligibility Service and Vesting
Service has occurred in their respective computation periods, an Employee who
incurs a separation from service for maternity or paternity reasons shall
receive credit far the Hours Of Service which would otherwise have been
credited to such Employee but for such separation, or in any case in which such
hours cannot be determined, eight Hours Of Service per day of absence.  For purposes of this paragraph, separation
from service for maternity or paternity reasons means an absence on account of
(1) an Employees pregnancy. (2) the birth of the Employees child. (3)
placement of a child with an Employee in connection with the adoption of such
child by the Employee, or (4) caring for such child for a period beginning
immediately after a birth or placement. 
The Hours Of Service credited under this paragraph shall be credited (1)
in the computation period in which the separation from service begins if
necessary to prevent a Break In Service in that period, or (2) in all other
cases, in the following computation period. 
The total number of Hours Of Service credited for any period under this
paragraph shall not exceed 501 hours.  2.8  Code means the Internal Revenue Code of 1986, as most recently
amended.  2.9  Common Due Date mans the date, if any, set forth in Exhibit 4
as of which Insurance Policies may be purchased for a Participant.  2


2.10  Compensation is the amount defined in Exhibit 1. If the
Participating Employer is a sole proprietor or partnership, the Earned Income
of the Self-Employed Individuals will be considered Compensation.  Effective for the first Plan Year beginning
on or after January 1, 1989. Compensation shall be limited to the first
$200,000 (or any increased amount, as permitted by the Secretary of the
Treasury) of Compensation.  In
determining the compensation of a Participant for purposes of this limitation,
the rules of Section 414(g)(6) of the Code shall apply, except in applying
such rules, the term family shall include only the Spouse of the Participant
and any lineal descendants of the Participant who have not attained age 19
before the close of the year.  If
elected by the Employer in the Adoption Agreement, Compensation shall include
any amount which is contributed by the Participating Employer pursuant to a
salary reduction agreement and which is not includible in the gross income of
an Employee under Code Sections 125, 402(h), or 403(b).  Compensation shall include only
that compensation which is actually paid to the Participant during the
applicable period.  Except as provided
elsewhere in this Plan, the applicable period shall be the period elected by the
Employer in the Adoption Agreement.  If
the Employer makes no election, the applicable period shall be the Plan Year.  2.11  Disability means a Participants inability to engage in any
substantial gainful activity by reason of a medically determinable physical or
mental impairment which can be expected to result in death or to be of long
continued and indefinite duration.  The
permanence and degree of such disablement shall be supported such by medical
evidence.  2.11A  Early Retirement Age means the age, if any, specified In
Exhibit 5.  2.12  Early Retirement Date means the first day of the month after
the Participants Early Retirement Age but prior to his Normal Retirement Age
in which the Participant has elected to retire.  2.13  Earned Income means net earnings from selfemployment in
the trade or business with respect to which the Participating Employer has
established the Plan, provided personal services of the individual are a
material income producing factor.  Net
earnings will be determined without regard to items not included in gross
income and the deductions allocable to those items.  Net earnings are reduced by contributions by the Participating
Employer to qualified plans to the extent deductible under Code Section 404.
Net earnings shall be determined with regard to the deduction allowed to the
Participating Employer by Section 164(f) of the Code for taxable years
beginning after December 31, 1989.  2.14  Effective Date means the date set forth in Exhibit 1.  2.15  Eligibility Computation Period means the twelve month
consecutive period beginning on an Employees Employment Date or Reemployment
Date, whichever is applicable.  The
succeeding twelve consecutive month periods commence with the first Plan Year
which commences prior to the first anniversary of the Employees initial
Eligibility Computation Period regardless of whether the Employee is entitled
to be credited with 1.000 Hours Of Service (or any lesser number of hours as
specified in Exhibit 2) during the initial Eligibility Computation Period.  An Employee who is credited with 1,000 Hours
Of Service (or any lesser number of hours as specified in Exhibit 2) in both
the initial Eligibility Computation Period and the Plan Year which commences
prior to the first anniversary of the Employees initial Eligibility
Computation Period will be credited with two years of service for purposes of
eligibility to participate.  2.16  Eligibility Service means the number of Eligibility Computation
Periods during which an Employee completes (if required) the number of Hours Of
Service (not more than 1,000) specified in Exhibit 2. Eligibility Service shall
include service with a Participating Employer. 
Affiliated Employer, and with a predecessor employer providing the
Participating Employer maintains the plan of such predecessor.  2.17  Eligible Employee means all Employees, excluding any
classification of Employees specified in Exhibit 2, which have completed
the Eligibility Service requirements of Exhibit 2. If an Employee is excluded
by classification and also excluded based on the age and service requirements
of the Plan, the Employee shall be considered excluded based on the age and
service requirements.  2.18  Employee means any person employed by a Participating Employer,
or of any other employer required to be aggregated under Code Section 414(b),
(c), (m), or (o) as a bona fide, common law employee whose Compensation is
subject to laws requiring the withholding of Federal Income and Social Security
Taxes, and any person who has Earned Income including any individual who would
be an Employee as so defined but for the fact that the person received no
Earned Income.  Any person deemed under
Code Section 414(n) or (o) to be an Employee of any employer described in the
previous sentence, unless excluded in Exhibit 2 of the Adoption Agreement,
shall also be considered an Employee.  2.IBA  Employee Contributions means contributions to the Plan made by
a Participant on an after tax basis.  2.19  Employer means the entity executing the Adoption Agreement as
Employer.  2.19A  Employer Discretionary Contributions means contributions made
pursuant to Section 5.2.  2.20  Employment Date means the date on which an Employee first
performs an Hour Of Service.  2.20A  Highly Compensated Employee means as defined in Section 16.10.  3 
   2.21         Hour Of Service means:  (a)    each hour for which an Employee is paid, or
entitled to payment, for the performance of duties for the Participating
Employer.  These hours shall be credited
to the Employee for the computation period in which the duties are performed;  (b)    each hour for which an Employee is paid, or
entitled to payment by the Participating Employer an 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 paragraph for any single continuous period
(whether or not the period occurs in a single computation period). Hours under
this paragraph shall be calculated and credited pursuant to Section 2530.200b2
of the Department of Labor Regulations which are incorporated herein by this
reference;  (c)    each hour for which back pay, irrespective
of mitigation of damages, is either awarded or agreed to by the Participating
Employer.  The same Hours Of Service
shall not be credited both under paragraph (a) or paragraph (b), as the case
may be, and under this paragraph (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;  (d)    each hour for which an Employee would have
been credited during a period of time during which no duties are performed due
to absence because of pregnancy of the Employee, the birth of a child of an
Employee, the placement of a child in connection with the adoption of the child
by the Employee, or for purposes of caring for the child during the period
immediately following the birth or placement for adoption.  Hours required to be credited in this
paragraph shall be credited for the computation period in which the absence
commenced or in the next following computation period, if necessary to prevent
a Break In Service.  No more than 501
Hours Of Service shall be credited under this paragraph during either
computation period.  (e)    each hour specified in (a), (b), (c), and
(d) while an Employee is in an ineligible class of Employees shall be counted
for all purposes of the Plan if the Employee becomes an Eligible Employee;  (f)     each hour specified in (a),  (b), 
(c), and (d) while an Employee is employed by another Participating
Employer or when employed by any employers (whether or not incorporated) that
are members of a controlled group, as defined in Section 414(b) of the Code or
under common control, as defined in Section 414(c) of the Code, part of an
affiliated service group, as defined in Section 414(m) of the Code, and any
other entity required to be aggregated with the Participating Employer pursuant
to Section 414(o) and regulations thereunder, will be counted for all purposes
of the Plan; and  (g)    each hour specified in (a), (b), (c), and
(d) will also be counted for all purposes of the Plan for any person considered
an Employee under Code Section 414(n) or Section 414(o) and the regulations
thereunder.  The Plan Administrator
may, if elected by the Employer in Exhibit 5, elect to determine an Employees
service under the Plan under the elapsed time method.  If elected, all provisions of the Plan shall be interpreted
consistent with such election.  In such
case the following shall apply:  (h)    For purposes of determining an Employees
initial or continued eligibility to participate in the Plan or the
nonforfeitable interest in the Participants Account derived from Employer
Contributions (except for periods of service which may be disregarded under the
rule of parity, as described in Section 10.1), an Employee will receive
credit for the aggregate of all periods of Eligibility and Vesting Service
commencing with the Employees Employment Date or Reemployment Date and ending
on the date a Break In Service begins. 
For the purpose of this Section 2.21(h) through (m), Employment Date or
Reemployment Date shall mean the first day the Employer performs an Hour
Of Service, as defined in this Section 2.21(a). An Employee will also receive
credit for any Period of Severance of less than 12 months.  Fractional periods of a year will be
expressed in terms of days.  (i)     In the case of an individual who is absent
from work for maternity or paternity reasons (as defined in Section 2.7), the
12consecutive month period beginning on the first anniversary of the
first date of such absence shall not constitute a Break In Service.  (j)     A Period Of Severance is a continuous
period of time during which the Employee is not employed by the Employer.  Such period begins on the date the Employee
retires, quits or is discharged, or if earlier, the 12 month anniversary of the
date on which the Employee was otherwise first absent from service.  (k)    A Break In Service is a Period Of Severance
of at least 12 consecutive months.  (1)    Each Employee will share in Employer
Contributions for the period beginning on the date the Employee commences
participation under the Plan and ending on the date on which such Employee
severs employment with the Employer or is no longer a member of an eligible
class of employees.  (m)   For purposes of determining an Employees
initial or continued eligibility to participate in the Plan or the
nonforfeitable interest in the Participants Account derived from Employer
contributions (except for periods of service which may be disregarded on
account of the rule of parity described in Section 10.1), an Employee  4 
   will receive credit for
the aggregate of all time period(s) commencing with the Employees first day of
employment or reemployment and ending on the date a Break in Service
begins.  The first day of employment or
re­employment is the first day the Employee performs an Hour Of Service.  An Employee will also receive credit for any
period of severance of less than 12 consecutive months.  Fractional periods of a year will be
expressed in terms of days.  For purposes of this
Section, Hour Of Service shall mean each hour for which an Employee is paid or
entitled to payment for the performance of duties for the Employer.  In the case of an
Employee who is absent from work for maternity or paternity reasons, the 12consecutive
month period beginning on the first anniversary of the first date of such
absence shall not constitute a Break In Service.  For purposes of this paragraph, an absence from work for
maternity or paternity reasons means an absence (1) by reason of the pregnancy
of the individual, (2) by reason of the birth of a child of the individual, (3)
by reason of the placement of a child with the individual in connection with
the adoption of such child by such individual, or (4) for purposes of caring
for such child for a period beginning immediately following such birth or
placement.  If the Employer is a
member of an affiliated service group (under Section 414(m), a controlled group
of corporations (under Section 414(b), a group of trades or businesses under
common control (under Section 414(c)) or any other entity required to be
aggregated with the Employer pursuant to Section 414(o) and the regulations
thereunder, service will be credited for any employment for any period of time
for any other member of such group. 
Service will also be credited for any individual required under Section
414(n) or Section 414(o) and the regulations thereunder to be considered an
Employee of any Employer aggregated under Section 414(b), (c), or (m).  2.22         Insurance Policy means an ordinary life insurance, term
insurance, retirement income, endowment, or any other life insurance policy which
is issued by an Insurer on the life of a Participant and acquired under the
Plan.  2.23         Insurer means a legal reserve life insurance company from
which Insurance Policies or Annuity Contracts are purchased pursuant to the
Plan.  2.23A      Matching Contribution means any contribution to the Plan or
any other defined contribution plan made by the Participating Employer for the
Plan Year and allocated to a Participants Account by reason of the
Participants Employee Contributions or Salary Deferral Contributions.  A Matching Contribution shall be returned by
the Trustee to the Participant if the Salary Deferral Contribution on which
such contribution was based is returned to the Participant pursuant to the
discrimination tests set forth in Article XVI. 100% Vested Matching
contributions are Matching Contributions in which 100% immediate vesting is
elected to Exhibit 5. Non100% Vested Matching contributions are
Matching Contributions in which all or some of such contributions vest over a
period of time.  2.24         Mutual Fund Shares means shares of a Fund offered by any
open end investment company.  2.25         Nationwide means Nationwide Life Insurance Company.  Reference to its related and affiliated
companies shall include Nationwide Financial Services, Inc., Nationwide
Variable Life Insurance Company, WAUSAU Insurance Companies, and any other
company affiliated with the Nationwide Corporation or Nationwide Life Insurance
Company.  2.26         Net Profits means the Participating Employers net
earnings reportable for Federal Income Tax purposes before deduction for
Federal Income Tax and contributions to the Trust plus, accumulated
earnings.  If the Participating Employer
is a governmental employer or exempt from Federal Income Tax under Code Section
501(a), Net Profits means the surplus of revenues or receipts over
expenditures.  Employer contributions
shall be made regardless of Net Profits if elected in Exhibit 1.  2.27         Normal Retirement Age means the age specified in Exhibit
5.  2.28         Normal Retirement Date means the first day of the calendar
month coinciding with or next following a Participants Normal Retirement Age,
but not earlier than the effective date.  2.29         One Hundred Percent Vested or 100% Vested means the
Participants Accrued Benefit is nonforfeitable.  2.30         Owner-Employee means a person who is a sole proprietor or
who is a partner owning more than ten percent (10%) of either the capital or
profit interest of the partnership.  2.31         Participant means an Eligible Employee or former eligible
employee who has met the eligibility requirements specified in Exhibit 2 and
who may become eligible to receive or is receiving benefits under the Plan.  2.32         Participating Employer means the Employer and, if
authorized by the Employer, any other employer which elects to participate in
the Plan and executes the Adoption Agreement or executes a board resolution as
such.  2.33         Plan means the Plan set forth in this document, the
Adoption Agreement, and amendments thereto. 
The name of the Plan shall be as stated in the Adoption Agreement.  2.34         Plan Administrator means the person, persons, or entity
specified in Exhibit 6.  5 
   2.35         Plan Anniversary shall mean the effective date, and
subsequently, the first day of the second and each succeeding Plan Year.  2.36         Plan Year means the period specified in Exhibit 1.  2.37         Qualified Joint and Survivor Annuity means an immediate
annuity for the life of the Participant, or if married on the Annuity Starting
Date, an immediate annuity for the life of the Participant with a survivor
annuity for the life of the Participants Spouse which is not less than 50% or
more than 100% of the amount of the annuity payable during the joint lives of
the Participant and Spouse.  The
percentage of survivor annuity shall be 50% unless the Participant elects a
different percentage.  This form of
distribution shall be equal to the Participants Accrued Benefit.  Such an annuity shall equal the aggregate
value of the Participants vested Account (including rollovers), whether vested
before or upon death, including the proceeds of insurance contracts, if any, on
the Participants life.  2.37A      Qualified Non-Elective Contributions shall mean a
contribution made at the discretion of the Participating Employer, other than
Salary Deferral, Matching, or Discretionary Contributions, which is 100% Vested
when made and allocated according to Exhibit 3. Employer Discretionary
Contributions which are 100% vested when made may also be considered to be
Qualified Non-Elective Contributions.  2.38         Qualified Pre-Retirement Survivor Annuity means an annuity
for the life of the Surviving Spouse.  2.39         Reemployment Date means the date on which an
Employee first performs an Hour Of Service following a Break In Service.  2.39A      Required Beginning Date means:  (a)           General Rule.  The required beginning date of a Participant
is the first day of April of the calendar year following the calendar year in
which the Participant attains age 70 1/2.  (b)           Transitional Rules.  The required beginning date of a Participant
who attains age 70 1/2 before January 1, 1988, shall be determined in
accordance with (1) or (2) below:  (1)  Non5% Owners.  The required beginning date of a Participant who is not a 5%
owner is the first day of April of the calendar year following the calendar
year in which the later of retirement or attainment of age 70 1/2 occurs.  (2)  5% Owners. 
The required beginning date of a Participant who is a 5% owner during
any year beginning after December 31, 1979. is the first day of April following
the later of:  (i)     the calendar year in which the Participant
attains age 70 1/2, or  (ii)    the earlier of the calendar year with or
within which ends the Plan Year in which the Participant becomes a 5% owner, or
the calendar year in which the Participant retires.  The required beginning
date of a Participant who is not a 5% owner who attains age 70 1/2 during 1988
and who has not retired as of January 1, 1989, is April 1, 1990.  (c)           5% Owner.  A Participant is treated as a 5% owner for purposes of this
Section if such Participant is a 5% owner as defined in Section 416(i) of the
Code (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 owner attains age 66 1/2 or any subsequent Plan
Year.  (d)          Once distributions have begun to a 5%
owner under this Section, they must continue to be distributed, even if the
Participant ceases to be a 5% owner in a subsequent year.  2.40         Rollover Contribution means a rollover contribution
defined in Section 402(a)(5), 403(a)(4), or 408(d)(3) of the Code.  2.41         S Corporation means a corporation defined in Section
1361(a) of the Code.  2.42         Salary Deferral Agreement means a written agreement
between an Eligible Employee and the Participating Employer in which the
Eligible Employee agrees to accept a reduction in Compensation from the
Participating Employer.  Such agreement
shall become effective within the time period specified by the Plan
Administrator.  Such Compensation shall
not be currently available to the Eligible Employee as of the date of the
election.  2.42A      Salary Deferral Contributions means contributions made to the
Plan during the Plan Year by the Employer, at the election of the Participant,
in lieu of cash compensation, and shall include contributions made pursuant to
a salary reduction agreement or other deferral mechanism.  With respect to any taxable
year, a Participants Salary Deferral Contribution is the sum of all Employer
contributions made on behalf of such Participant pursuant to an election to
defer under any qualified cash or deferred arrangement as described in Section
401(k) of the Code, any simplified employee pension cash or deferred
arrangement as described in  6 
   Section 402(h)(1)(B), any
eligible deferred compensation plan under Section 457, any plan as described
under Section 501(c)(18), and any Employer contributions made on the behalf of
a Participant for the purchase of an annuity contract under Section 403(b)
pursuant to a salary reduction agreement.  2.43         Self-Employed Individual means an individual who has
Earned Income from the trade or business which established the Plan or who
would have had Earned Income but for the fact that the trade or business did
not have Net Profits.  2.44         Shareholder Employee means an Employee or officer of a
Participating Employer that is an S Corporation if he owns, or is considered as
owning, on any day of the Participating Employers taxable year that ends
within the Plan Year, more than 5% of such Participating Employers outstanding
stock.  2.45         Spouse or (Surviving Spouse) means an individual who is
married (or was married on the date of the Participants death) to a
Participant, provided that a former spouse will be treated as the Spouse or
Surviving Spouse to the extent provided under a Qualified Domestic Relations
Order as described in Section 414(p) of the Code.  2.45A      Thrift Contribution Agreement means a written agreement
between an Eligible Employee and the Participating Employer in which the
Eligible Employee agrees that a portion of the Eligible Employees after tax
Compensation be contributed under the Plan.  2.46         Trust means the Trust set forth in this document, the
Adoption Agreement, and amendments thereto. 
The Trust name shall be the Plan Name, as stated in the Adoption
Agreement, plus the word Trust.  2.46A      Trustee(s) means the individual(s) or entity executing the
Adoption Agreement as such.  2.47         Trust Fund means all assets of the Trust.  2.48         Valuation Date means the last day of each Plan Year and
such other dates as determined by the Plan Administrator.  For the purpose of Article XI, the last day
of each Plan Year.  2.49         Vesting Computation Period means the period specified in
Exhibit 5. If the Vesting Computation Period is changed, the two overlapping 12
month periods beginning with the first day of the last old period and ending
with the last day of the first new period shall each be considered a Vesting
Computation Period for purposes of computing vesting under the Plan.  2.50         Vesting Service means the number of Vesting Computation
Periods during which an Employee completes the number of Hours Of Service
specified in Exhibit 5, excluding any Vesting Service specified in Exhibit
5.  One year of Vesting Service shall be
credited for each such Vesting Computation Period.  Vesting Service shall include
service with a Participating Employer, Affiliated Employer, and with a
predecessor employer providing the Participating Employer maintains the plan of
such predecessor:  A Participant who leaves the
employ of a Participating Employer to enter the military service or who is on
an approved leave of absence shall not be considered to have terminated
employment and shall continue to accrue Vesting Service during such
periods.  If a Participant fails to
return or to resume employment with the Participating Employer following
completion of such periods, he shall be deemed to have terminated employment as
of the date the absence commenced.  7 
   ARTICLE
III  PARTICIPATION  3.1           ELIGIBILITY:        Each
Eligible Employee shall become a Participant on the Effective Date or, if
later, on the Entry Date (as defined in Exhibit 2) in which he first meets the
eligibility requirements specified in Exhibit 2. Prior to the commencement of
any Salary Deferral or Employee Contributions, a Salary Deferral Agreement or
Thrift Contribution Agreement must be completed and received by the Plan
Administrator.  Following a termination
of employment, a former participant, or an Eligible Employee who has fulfilled
the Plans eligibility requirements but is no longer employed by the Participating
Employer on his Entry Date, shall be permitted to reenter the Plan on his
Re-employment Date.  Provided however, a
nonvested former participant or an Eligible Employee described in the preceding
sentence shall be treated as a new Employee for the purposes of determining
eligibility to reenter the Plan where his successive number of one-year Breaks
In Service equals or exceeds the greater of either (a) five, or (b) the
aggregate number of pre-break years of Eligibility Service.  In the event a Participant
becomes ineligible to participate because he is no longer a member of an
eligible class of Employees specified in Exhibit 2, but has not incurred a
one-year Break In Service, such Employee shall participate immediately upon his
return to an eligible class of Employees. 
If such Employee incurs a oneyear Break In Service, his
eligibility to participate shall be determined pursuant to the break in service
rules of the plan.  In the event an Employee who is
not a member of an eligible class of Employees specified in Exhibit 2 becomes a
member of an eligible class, such Employee shall became a Participant
immediately if such Employee has satisfied the eligibility requirements
specified in Exhibit 2.  3.2  WAIVER:  For any Plan
Year, any Participant who is governed by a NonStandardized Adoption
Agreement may, in writing, and prior to the date any contribution is made on
his behalf, waive all or a portion of any Employer Discretionary Contribution,
providing such Participant does not receive any amounts waived in cash.  An Employee who is governed by
a NonStandardized Adoption Agreement may make, in writing, an
irrevocable election upon commencement of employment or upon the Employees
first becoming eligible to participate in the Plan to have a specified amount
or percentage (including none) contributed by the Participating Employer to the
Plan.  Such an election shall not
constitute a cash or deferred election for the purpose of Article XVI.  To the extent provided in final regulation
by the Secretary of the Treasury, this paragraph shall not apply to an
arrangement that directly or indirectly permits individual partners to vary the
amount of contributions made on their behalf.  3.3  BINDING FORCE:  A
Participant shall be conclusively deemed to have assented to the Plan, to any
subsequent amendments, to the terms of the Annuity Contracts or Insurance
Policies on his life, and shall be bound thereby with the same force and effect
as if he had formally executed this Plan.  3.4  TRANSFER FROM AN AFFILIATED EMPLOYER:  If an Eligible Employee is transferred from an Affiliated
Employer to the Participating Employer, he shall participate immediately if he
meets the eligibility requirements specified to Exhibit 2.  3.5  TRANSFER TO AN AFFILIATED EMPLOYER:  If a Participant transfers to an Affiliated Employer, he shall
not be entitled to any distribution from this Plan pending his subsequent death
or severance of employment.  8 
   ARTICLE
IV  ACCOUNTS  4.1  PARTICIPANTS ACCOUNTS: 
The Plan Administrator shall maintain an Account for each Participant
showing the current dollar value of his interest in the Plan.  Subaccounts to be known as Salary Deferral,
Employee, 100% Vested, Rollover, and Non100% Vested Employer Matching,
Employer Discretionary, and Qualified Non-Elective shall be kept, showing (a)
the contributions in each category (b) the earnings, losses and expenses, and
(c) distributions from each subaccount. 
Other subaccounts may be established as determined by the Plan
Administrator.  If a Participant has 5
consecutive 1 year Breaks In Service, the Plan Administrator shall maintain prebreak
and postbreak subaccounts.  4.2  VALUATION OF ACCOUNTS:  On
each Valuation Date, the Plan Administrator shall determine the net increase or
decrease in the fair market value of the Trust Fund, excluding Insurance
Policies, individual Annuity Contracts, or allocated group Annuity Contracts,
and shall equitably allocate the result thereof to each Participants Account.  Such determination shall include realized
and unrealized gains and losses, investment income and losses, and applicable
expenses.  Subject to Sections 8.3 and
10.17, such realized and unrealized gains and losses shall be allocated on a
fair and equitable basis under a method specified by the Plan
Administrator.  A Participants interest
in an individual annuity contract or allocated group annuity contract shall be
determined at the annuity contract value and changes in such value shall be
allocated to the Account of such Participant. 
Such determinations, other than on the first Valuation Date, shall not
include contribution or forfeiture allocations.  9 
   ARTICLE
V  CONTRIBUTIONS  5.1    SALARY DEFERRAL CONTRIBUTION: 
If the Employer so elects in Exhibit 3, each Eligible Employee may elect
to make Salary Deferral Contributions by filing a Salary Deferral Agreement
with the Plan Administrator within the time period specified by the Plan
Administrator.  Such election may not be
made retroactively.  The Salary Deferral
Agreement shall include the amount or percentage to be contributed (unless a
special election is made pursuant to Exhibit 3) which shall not be less than
the minimum percentage of Compensation nor more than the maximum percentage of
Compensation designated in Exhibit 3. All such contributions shall be paid by
the Participating Employer, from Net Profits, unless otherwise elected in
Exhibit 1, to the Trustee.  A Participant may prospectively
change, revoke, or reestablish his Salary Deferral Agreement at such times as
are set forth in Exhibit 3. Any such change, revocation, or re-establishment
shall be made on a form satisfactory to the Plan Administrator and shall be
filed with the Plan Administrator within the time period specified by the Plan
Administrator before it is effective.  All Salary Deferral
Contributions shall be paid to the Plan no later than 12 months after the end
of the Plan Year.  If the Participating Employer
does not have sufficient Net Profits from which to make Salary Deferral
Contributions, the Plan Administrator shall reduce the salary deferral
percentages of all Participants as permitted by the Code or regulations
thereunder.  5.2    EMPLOYER CONTRIBUTION: 
If the Employer so elects in Exhibit 3, each Participating Employer
shall make Employer Matching.  Qualified
Non-Elective and Employer Discretionary Contributions to the Trust.  All such contributions shall be made from
Net Profits, unless otherwise elected in Exhibit 1.  A Participating Employer shall
have no right, title, or interest in contributions made to the Plan and no part
of such contributions or income derived therefrom shall revert to the
Participating Employer except as provided in Section 5.3.  5.3    RETURN OF EMPLOYER CONTRIBUTIONS:  Notwithstanding any other provision of this Plan, contributions
made by a Participating Employer may be returned to such Participating Employer
if the contribution was made by reason of a mistake of fact.  Such contribution must be returned within
one year of the contribution.  In the event that the
Commissioner of Internal Revenue determines that this Plan is not initially
qualified under the Internal Revenue Code, any contribution made incident to
that initial qualification by the Participating Employer must be returned to
the Participating 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 Participating 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.  The Participating Employer
shall state by written request to the Trustee the amount of contribution to be
returned and the reason for such return. 
The amount returned will not include any net earnings attributable to
the contribution and will be reduced by any net losses and expenses
attributable to the contribution.  The
Trustee will return the specified amount to the Participating Employer promptly
upon receipt of the written request.  5.4    EMPLOYEE CONTRIBUTIONS: 
If the Employer so elects in Exhibit 3, each Participant may elect to
make Employee Contributions during his period of employment with a Participating
Employer.  The Participating Employer
shall collect such contributions and remit them to the Trustee.  The Participant may change his
contribution percentage, subject to the limits hereinabove set forth, or revoke
his election, under the same rules and conditions that apply to Salary Deferral
Contributions.  Any election, change, or
revocation shall be made on a form satisfactory to the Plan Administrator and
shall be filed with the Plan Administrator within the time period specified by
the Plan Administrator prior to the commencement of contributions.  5.5    ROLLOVER CONTRIBUTION: 
Subject to the approval of the Plan Administrator and upon completion of
such forms as the Plan Administrator may require, a Participant may make a
Rollover Contribution to this Plan.  All Rollover Contributions made
pursuant to this Section may not be withdrawn except as otherwise provided by
this Plan.  5.6    [Reserved]  5.7    TIME AND METHOD OF PAYMENT OF CONTRIBUTIONS:  Salary Deferral Contributions and any
Employee Contributions for any Plan Year shall be paid to the Trustee in one or
more installments as of the earliest date on which such contributions can
reasonably be segregated from the Participating Employers general assets, not
to exceed 90 days from the date on which such amounts are received by the
Participating Employer (in the case of amounts that a Participant or
beneficiary pays to an Employer) or the date on which such amounts would
otherwise have been payable to the Participant  10 
   in cash (in the case of amounts
withheld by the Participants wages), but in any event, not later than the end
of the twelvemonth period immediately following the Plan Year to which
the contribution relates.  Employer
Matching, Qualified Non-Elective, and Employer Discretionary Contributions for
any Plan Year shall be paid to the Trustee in one or more installments not
later than the time prescribed by law (plus extensions) for tax deduction
purposes.  Any contribution which will be
invested in an Insurance Policy, Annuity Contract, Mutual Fund Shares, may be
paid by the Participating Employer directly to the company offering such
investment.  In this event, such
contribution shall be deemed to be received by the Trustee(s) as of the date of
receipt by such company.  5.8    DUTY OF TRUSTEE AND PLAN ADMINISTRATOR:  The Trustee and the Plan Administrator shall
neither be liable nor responsible for collecting any contribution or transfer
and the Trustee shall have only the responsibility of investing amounts
received in accordance with Article XIII.  5.9    ADDITIONAL REQUIREMENTS: 
All contributions, other than Employer discretionary contributions, made
under this Plan shall be subject to Article XYI.  In addition, the Plan Administrator may specify additional
requirements governing any contributions to the Trust Fund.  11 
   ARTICLE
VI  ALLOCATIONS  6.1    ALLOCATION OF PARTICIPATING EMPLOYER CONTRIBUTIONS AND
FORFEITURES:  The Plan Administrator
shall allocate to the Employer Matching subaccount of each Participant eligible
for an allocation his portion (as specified in Exhibit 3) of the Employers
Matching Contribution.  Such allocation
shall be made for the period specified by the Plan Administrator.  Unless elected to reduce the next
Participating Employer contribution, forfeitures arising from Employer
Discretionary subaccounts shall be allocated to the remaining Participants
Employer Discretionary subaccount on the last day of the Plan Year, or more
frequently if permitted by the Plan Administrator, according to the allocation
formula specified in Exhibit 3. Employer Matching forfeitures shall be
allocated to all Participants who have an Employer Matching subaccount on the
last day of the Plan Year in which such amounts were forfeited and allocated to
such Participants subaccount based on the ratio the Participants Compensation
bears to the total compensation of all Participants.  Qualified Non-Elective Contributions and Employer Discretionary
Contributions shall be allocated as of the last day of the Plan Year (or more
frequently if permitted by the Plan Administrator) in which attributable in
accordance with Exhibit 3.  6.2    ELIGIBILITY FOR ALLOCATION: 
Each Participant who meets the requirements of Exhibit 3 shall share in
any Qualified Non-Elective Contribution, the Employer Discretionary
Contribution, and any discretionary forfeiture allocation for such Plan
Year.  Unless otherwise stated in
Exhibit 3 of the Adoption Agreement, a Participant who is governed by a
Standardized Adoption Agreement must complete more than 500 Hours of Service
(1,000 Hours of Service prior to the first Plan Year beginning January 1, 1990,
or thereafter) in any applicable Plan Year in order to share in an allocation
for that year.  Unless otherwise stated
in Exhibit 3 of the Adoption Agreement, a Participant who is governed by a
Nonstandardized Adoption Agreement must complete 1,000 Hours of Service in any
applicable Plan Year in order to share in any allocation for that year.  6.3    ALLOCATION OF OTHER CONTRIBUTIONS:  Employee Contributions and Rollover Contributions shall be
allocated on the date received directly to the appropriate subaccount of the
Participant on whose behalf such contribution was made.  Salary Deferral Contributions are allocated
for the period specified by the Plan Administrator.  12


ARTICLE VIILIMITATIONS ON ALLOCATIONS  7.1           LIMITATIONS ON PARTICIPATING EMPLOYERS THAT DO NOT
MAINTAIN ANY OTHER QUALIFIED PLAN:  (a)           If
the Participant does not participate in, and has never participated in another
qualified plan, a welfare benefit fund, as defined in Section 419(e) of the
Code, or an individual medical account as defined in Section 415(1)(2) of the
Code, maintained by the Employer which provides an Annual Addition as defined
in Section 7.5, the amount of the Annual Addition which 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 and the Salary
Deferral 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. 
Provided, however, an Annual Addition to a welfare benefit fund will be
deemed to have been allocated prior to any other allocation.  (b)           Prior
to determining the Participants actual Compensation and forfeitures for the
Limitation Year, the Employer may determine the Maximum Permissible Mount for a
Participant on the basis of a reasonable estimation of the Participants
Compensation or forfeitures for the Limitation Year, uniformly determined for
all Participants similarly situated.  (c)           As
soon as is administratively feasible after the end of the Limitation Year, the
Maximum Permissible Mount for the Limitation Year will be determined on the
basis of actual forfeitures and the Participants actual Compensation and
forfeitures for the Limitation Year.  (d)           If
there is an Excess Amount due to paragraph (b), the excess will be disposed of
as follows:  (1)  Any Employee
Contributions, to the extent they would reduce the Excess Amount, will be
returned to the Participant;  (2)  If after the
application of (1) above an Excess Amount still exists, and the Participant is
covered by the Plan at the end of the Limitation Year, the Excess Amount in the
Participants Account will be used to reduce Employer contributions (including
any allocation of forfeitures) for such Participant in the next Limitation
Year, and each succeeding Limitation Year, if necessary;  (3)  If after the
application of (2) above an Excess Amount still exists, and the Participant is
not covered by the Plan at the end of the Limitation Year, the Excess Amount
will be held unallocated In a suspense account.  The suspense account will be applied to reduce future Employer
contributions (including allocation of any forfeitures) for all remaining
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 the Limitation Year
pursuant to this Section, it will not participate in the allocation of the
Trusts investment gains and losses.  7.2           LIMITATIONS ON EMPLOYERS THAT MAINTAIN MORE THAN ONE
QUALIFIED PLAN ALL OF WHICH ARE QUALIFIED DEFINED CONTRIBUTION PLANS:  (a)           This
Section applies if, in addition to this Plan, the Participant is covered under
another qualified Master or Prototype defined contribution plan or a welfare
fund, as defined in Section 419(e) of the Code, maintained by the Employer, or
an individual medical account, as defined in Section 415(1)(2) of the Code,
maintained by the Employer, which provides an Annual Addition as defined in
Section 7.5, during any Limitation Year. 
The Annual Additions which 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 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.  (b)           Prior
to determining the Participants actual Compensation and forfeitures for the
Limitation Year, the Employer may determine the Maximum Permissible Amount for
a Participant in the manner described in Section 7.1(b).  (c)           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 and forfeitures for the
Limitation Year.  13 
   (d)           If, pursuant to Section 7.2(c), 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.  (e)           If
an Excess Amount was allocated to a Participant on the last day of the Plan
Year of this Plan which coincides with the last day of the Plan Year of another
plan, the Excess Amount attributed to this Plan will be the product of,  (1)           the total Excess Amount allocated as
of such date, times  (2)           the ratio of (a) the Annual Additions
allocated to the Participant for the Limitation Year as of such date under this
Plan to (b) the total Annual Additions allocated to the Participant for the
Limitation Year as of such date under this and all the other qualified Master
or Prototype defined contribution plans.  (f)            Any
Excess Amounts attributed to this Plan shall be disposed in the manner
described in Section 7.1 (d).  7.3           LIMITATIONS ON PARTICIPATING EMPLOYERS THAT MAINTAIN
QUALIFIED DEFINED CONTRIBUTION PLANS OTHER THAN A MASTER OR PROTOTYPE PLAN: If the Participant is covered under another
qualified defined contribution plan maintained by the Employer which is not a
Master or Prototype plan, Annual Additions which may be credited to the
Participants Account under this Plan for any Limitation Year will be limited
as specified in Exhibit 7 of the Adoption Agreement.  7.4           LIMITATIONS ON PARTICIPATING EMPLOYERS THAT MAINTAIN A
QUALIFIED 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.  The Annual Additions which may be credited
to the Participants Account under this Plan for any Limitation Year will be
limited in accordance with Exhibit 7 of the Adoption Agreement.  7.5           SPECIAL DEFINITIONS:  (a)           Annual
Additions:  The sum of the following
amounts credited to a Participants Account for the Limitation Year:  (1)  Salary Deferral Contributions including
excess contributions as defined in Section 401(k)(8)(B) of the Code, excess
aggregate contributions as defined in Section 401(m)(6)(B), and excess
deferrals as described in Section 402(g), regardless of whether such amounts
are distributed or forfeited;  (2)  All other Employer contributions;  (3)  forfeitures; and  (4)  the lesser of (i) onehalf of the
Employee Contributions or (ii) the Employee Contributions in excess of 6% of
the Participants Compensation for the Limitation Year.  Effective the first Plan Year beginning in
1987, all Employee Contributions shall be considered.  However, the Annual Addition for any Limitation Year beginning
before January 1, 1987 shall not be recomputed to treat all Employee Contributions
as Annual Additions.  Amounts allocated after March 31, 1984 to an
individual medical account, as defined in Section 415(1)(1) of the Code, which
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, which are
attributable to postretirement medical benefits allocated to the
separate account of a Key Employee, as defined in Section 419A(d)(3), under a
welfare benefit fund, as defined in 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 7.1(d) or 7.2(f) in the Limitation Year to reduce Employer
contributions will be considered Annual Additions for such Limitation Year.  (b)           Compensation:  A Participants earned income, wages,
salaries, and fees for professional services and other amounts received for
personal services actually rendered in the course of employment with the
Employer maintaining the Plan (including, but not limited to commissions,
compensation for services on the basis of a percentage of profits, commissions
on insurance premiums, tips and bonuses), and excluding the following:  (1)  Employer contributions to a plan of deferred
compensation which are not includible in the employees gross income for the
taxable year in which contributed, or Employer contributions under a simplified
employee pension plan to the extent such contributions are deductible by the
employee, or any distributions from a plan of deferred compensation:  14 
   (2)        Amounts realized from the exercise of a
nonqualified stock option, or when restricted stock (or property) held
by the employee either becomes freely transferable or is no longer subject to a
substantial risk of forfeiture;  (3)        Amounts realized from the sale, exchange
or other disposition of stock acquired under a qualified stock option; and  (4)        Other amounts which received special tax
benefits, or contributions made by the Employer (whether or not under a salary
reduction agreement) towards the purchase of an annuity described in Code
Section 403 (b) (whether or not the amounts are actually excludable from the
gross income of the employee).  For purposes of applying the limitations of this
Article.  Compensation for a Limitation
Year is the Compensation actually paid or includible in gross income during
such year.  (c)           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 Sections 415(b) and (d) of the Code or 140% of the
Highest Average Compensation, including any adjustments under Section 415(b) of
the Code.  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
which 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.  If the Plan satisfied the applicable requirements of
Section 415 of the Code as in effect for all Limitation Years beginning before
January 1, 1987, an amount shall be subtracted from the numerator of the
defined contribution plan fraction (not exceeding such numerator) as prescribed
by the Secretary of the Treasury so that the sum of the defined benefit plan
fraction and defined contribution plan fraction computed under Section
415(e)(1) of the Code does not exceed 1.0 for such Limitation Year.  (d)           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 nondeductible
employee contributions to all defined benefit plans, whether or not terminated,
maintained by the Employer, and the Annual Addition attributable to all welfare
benefit funds, as defined In Section 419(e) of the Code, and individual medical
accounts, as defined in Section 415(1)(2) of the Code, 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 Mount in any Limitation Year is the lesser
of 125% of the dollar limitation 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 which 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 fraction 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 6, 1986, but using the 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.  (e)           Employer:    For purposes of this Article, Employer
shall mean the Employer that adopts this Plan, and all members of a controlled
group of corporations (as defined in Section 414(b) of the Code as modified by
Section 415(h), all commonly controlled trades or businesses (as defined in
Section 414(c) as modified by Section 415(h)) or affiliated service groups (as
defined in 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 Section 414(o) of the Code.  (f)            Excess
Mount:    The excess of the
Participants Annual Additions for the Limitation Year over the Maximum
Permissible Amount.  (g)           Highest
Average Compensation:    The Average
Compensation for the three consecutive years of service with the Participating
Employer that produces the highest average. 
A year of service with the Participating Employer is the 12consecutive
month period defined in the Employers defined benefit plan.  15 
   (h)           Limitation
Year:    A Limitation Year shall be the
period selected in Exhibit 1. If the Employer has more than one qualified plan,
this Plan or the other plan shall be amended so that all qualified plans
maintained by the Employer must use the same Limitation Year.  If the Limitation Year is amended to a
different twelve-consecutive-month period, the new Limitation Year must begin
on a date within the Limitation Year in which the amendment is made.  (i)            Master
or Prototype Plan:    A plan the form of
which is the subject of a favorable opinion letter from the Internal Revenue
Service.  (j)            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:  (i)         the defined contribution dollar
limitation, or (ii)        25% of the Participants compensation
for the Limitation Year.  The compensation limitation referred to in (ii) shall
not apply to any contribution for medical benefits (within the meaning of
Section 401(h) or Section 419A(f)(2) of the Code) which is otherwise treated as
an Annual Addition under Section 415(1)(1) or 419A(d)(2) of the Code.  The defined contribution dollar limitation
is the lesser of $30,000 (or if greater, onefourth of the limitation in
Section 415(b)(1) of the Code). If a short Limitation Year is created because
of an amendment changing the Limitation Year to a different
twelve-consecutive-month period, the Maximum Permissible Amount will not exceed
the amount specified in Code Section 415(c)(1) multiplied by the following
fraction:  number of months in the short Limitation Year 12  (k)           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:  (1)           the Participant will continue
employment until Normal Retirement Age under the Plan (or current age, if later),
and  (2)           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.  16 
   ARTICLE
VIII  INVESTMENTS  8.1           INVESTMENT AUTHORITY: 
The Plan Administrator or Trustee shall select suitable investments in
which Participant Accounts nay be invested. 
Unless Nationwide permits in writing to the contrary, same or all of the
assets of the Employers Trust are required to be invested in Contracts.  Mutual Funds or other investment products of
Nationwide Insurance Company, its affiliates, or subsidiaries.  All Plan assets not subject to investment
direction by the Employer, Participant, or Investment Manager shall be invested
by the Trustee in accordance with Article XIII.  8.2           EMPLOYER DIRECTED INVESTMENTS:  If the Employer so elects in Exhibit 4, it shall direct the
Trustee in all investments of the Trust. 
In this event, the Trustee shall not be liable for the directions or
omissions of the Employer nor shall the Trustee be under an obligation to
invest or otherwise manage any Plan assets that are subject to the direction of
the Employer.  Nothing in this Section
shall relieve the Trustee of any liability under the Trust for any act or
mission of the Trustee.  8.3           PARTICIPANT DIRECTED INVESTMENTS:  If the Employer so elects in Exhibit 4, each
Participant shall direct, in writing, the investment of his Account, or the
portion of his Account specified in Exhibit 4. However, a Participant shall not
be permitted to direct his Account if the Participant has received the entire
vested portion of his Account.  The Plan
Administrator may elect, on a nondiscriminatory basis and for all Participants
in the Plan, to prohibit the Participant from directing his Account upon
termination of employment or retirement. 
The frequency with which a Participant may change his investment
selection shall be specified in Exhibit 4.  If Participant directed investments
are permitted, the valuation procedures specified in Section 4.2 shall not
apply.  The Plan Administrator shall
identify those assets being held in each Participants Account and shall value
them at their market value in determining the value of the Account, except that
investments in Annuity Contracts shall be valued at the annuity contract value.  A Participant is not permitted
to direct that his Accrued Benefit, or any portion thereof, be invested in
collectibles unless permitted by Code Section 408(m).  The Employer, Plan
Administrator, and Trustee shall be under no duty to question any investment
direction of a Participant, or to review any directed investments, or to make
suggestions to the Participant, nor shall they be held responsible in any
manner for investment loss or depreciation in asset value of any directed
investment.  8.4           INVESTMENT MANAGER: 
The Employer may appoint an Investment Manager in Exhibit 4 to assume
certain powers and responsibilities in the investment and management of Plan
assets.  The Investment manager shall
assume full liability for all duties and powers assigned to him and shall be
subject to the fiduciary responsibilities of the Plan.  The Trustees shall not be liable far the
acts or missions of the Investment Manager nor shall the Trustee be under an
obligation to invest or otherwise manage any assets of the Plan that are
subject to the management of an Investment Manager.  Nothing in this Section shall relieve the Trustee of any
liability under the Trust for any act or mission of the Trustee.  Investment Manager means any
fiduciary (other than a Trustee or named fiduciary):  (a)     who has the power to manage, acquire, or
dispose of any assets of a plan;  (b)who is (i)
registered as an investment adviser under the investment Advisers Act of 1940;
(ii) a bank, as defined in that Act; or (iii) an insurer qualified to perform
services described in paragraph (a) under the laws of more than one state; and  (c)     who has acknowledged in writing that he is
a fiduciary with respect to the Plan.  17 
   ARTICLE
IX  INSURANCE POLICIES  9.1           PURCHASE OF INSURANCE POLICIES:  With the approval of the Plan Administrator, a Participant may
direct the Trustee to apply a portion of each contribution to the purchase of
an Insurance Policy.  The fact that any
Insurance Policy is issued on the life of a Participant shall not vest any
right, title, or interest in such Policy in the Participant except at the time
and on the terms and conditions set forth in the Plan.  All Insurance Policies shall be issued and
all premiums shall be payable as of the Common Due Date.  The Plan Administrator may
direct the Trustee to invest a portion of the Trust Fund in an Insurance Policy
on the life of any Employee of a Participating Employer, in which case, the
investment shall be deemed to be for the benefit of the Trust Fund as a whole.  Each Insurance Policy shall be
issued by an Insurer selected by the Plan Administrator.  The Trustee shall be the applicant, owner,
and beneficiary of each Insurance Policy. 
As applicant, the Trustee shall execute any and all applications and
other documents required by the Insurer in connection with the issuance of any
Insurance Policy.  The Participating
Employer, Plan Administrator, and the Trustee shall not be liable for any loss
suffered by a Participant or a Beneficiary due to the Participants failure to
supply any information or perform any other act required by the Insurer in
connection with issuance or maintenance of an Insurance Policy.  However, the Trustee shall be
required to pay over all proceeds of any Insurance Policies to the
Participants designated beneficiary in accordance with the distribution
provisions of this Plan.  A
Participants Spouse will be the designated beneficiary of the proceeds in all
circumstances unless a waiver has been made in accordance with Section 10.13.
Under no circumstances shall the Trust retain any part of the proceeds.  Insurance Policies may be held
in the possession of the Trustee, Insurer, or Participating Employer.  9.2           LIMITATIONS ON INSURANCE POLICIES:  All Insurance Policy premiums shall be
payable from Salary Deferral Contributions or Participating Employer
contributions, except as provided below.  If ordinary life insurance is
purchased, aggregate premiums must be less than 50% of the aggregate Salary
Deferral Contributions, Participating Employer contributions, and forfeitures
allocated to the Participant.  If term
or universal life insurance is purchased, aggregate premiums may not exceed 25%
of aggregate Salary Deferral Contributions, Participating Employer
contributions, and forfeitures allocated to the Participant.  If both ordinary and term or universal life
insurance are purchased, aggregate premiums for the term insurance plus
one-half the aggregate premiums for the ordinary insurance may not exceed 25%
of the aggregate Salary Deferral Contributions.  Participating Employer contributions, and forfeitures allocated
to the Participant.  If retirement
income or endowment policies are purchased on behalf of a Participant, the
death benefit under the policy shall not be greater than 100 times the
anticipated monthly annuity provided under the policy.  Ordinary life insurance is a policy that
provides both non-decreasing death benefits and nonincreasing premiums.  If the premium payable is more
than the amount of Salary Deferral or Participating Employer contribution
available for payment, the Trustee shall, unless the Participant elects
otherwise, convert other assets held on the Participants behalf into cash in
the amount of the insufficiency, to the extent that the limitations of this
section are not exceeded, and pay such amount to the Insurer.  If payment of the premium due
would cause the limitations of this section to be exceeded, the Trustee shall,
unless the Participant elects otherwise, convert other assets held on the
Participants behalf for two or more years into cash in the amount of the
excess and pay such amount to the Insurer.  Insurance Policy dividends and
credits will be allocated to the Participant for whose benefit the Policy is
held.  9.3           DISPOSITION OF INSURANCE POLICIES:  Upon the retirement, disability or other
termination of employment of a Participant, the Participant shall instruct the
Trustee as to the disposition of the Insurance Policies on his life, including
the surrender, conversion, or transfer of ownership of such policies to the
Participant, or placing then on a paid-up basis.  If an Insurance Policy is distributed to the Participant, such a
policy shall be subject to the provisions of Section 10.13. The Trustee shall
dispose of the policies in accordance with these instructions and shall, in any
event, prior to commencement of benefits under the Plan, convert Insurance
Policies to cash or an annuity contract or distribute them to the Participant.  9.4           MINIMUM PURCHASE: 
If the amount available for the purchase of an Insurance Policy is
insufficient to provide the minimum purchase amount as specified by the
Insurer, no Insurance Policy shall be purchased until the Common Due Date on
which the amount available is sufficient.  9.5           VALIDITY OF INSURANCE POLICY:  Neither the Employer, the Plan Administrator, nor the Trustee
shall be responsible for the validity of any Insurance Policy, nor for the
failure on the part of the Insurer to make payments provided by such Policies,
nor for the action of any person which may render an Insurance Policy null or
void or unenforceable in whole or in part.  9.6           SUBORDINATION OF INSURANCE POLICY OR ANNUITY CONTRACT: In
the event of any conflict between the terms of the Plan and the provisions of
any Insurance Policy or Annuity Contract. 
the terms of the Plan will control.  18 
   ARTICLE X  BENEFITS AND DISTRIBUTIONS  10.1         VESTING  Each
Participant shall at all times be 100% vested in amounts attributed to Salary
Deferral, Qualified Non-Elective, Employee, and Rollover contributions and
earnings thereunder.  Each Participant who is
employed by a Participating Employer shall be 100% vested in his Employer
Matching and Employer Discretionary subaccounts at his Normal Retirement Age,
and in the event of his Disability or death. 
The Participants vested interest in such subaccounts at any other time
shall be determined by the Vesting Schedule elected In Exhibit 5. Provided,
however, that if the Plan is top-heavy, for the top-heavy Plan Year and for all
subsequent years (regardless of whether the Plan is top-heavy for any
subsequent year) the vesting schedule in Exhibit 8, if different, shall be
used.  Each Participant shall be 100%
vested in his Insurance Policy if (1) his premiums originated from Salary
Deferral Contributions, (2) such Participant was previously 100% Vested in such
policy prior to contribution to the Plan, or (3) such policy was 100% Vested
prior to adoption of this Prototype Plan. 
Otherwise, the Participants vested Interest in his Insurance Policy
shall be determined according to the preceding paragraph.  If a Participant terminates
employment and is reemployed by a Participating Employer:  (a)           years
of Vesting Service credited after five or more consecutive one-year Breaks In
Service shall be disre­garded in determining the Participants vested interest
in the prebreak portion of the Participants Accrued Benefit; and  (b)           such
Participants prebreak Vesting Service will be disregarded in
determining the vested interest in any post-break portion of the Participants
Accrued Benefit if (1) the Participant was not vested in his Employer Matching
subaccount or Employer Discretionary subaccount at the time of his termination
of employment, and (2) his successive number of one-year Breaks In Service
exceeds the greater of either (1) five; or (2) the aggregate number of prebreak
years of Vesting Service.  10.2         FORFEITURES:  The
Employer shall elect in Exhibit 3 when to forfeit the nonvested portion of a
terminated Participants Accrued Benefit. 
If the Participants nonvested interest, pursuant to this Plan, is
forfeited immediately, and the Participant elects to have distributed less than
the entire vested portion of the Account 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.  No forfeiture shall occur
solely as a result of a Participants withdrawal of his Salary Deferral or
Employee Contributions.  If a
Participant terminates employment without a vested interest in his Accrued
Benefit, the Participant shall be deemed to have received his interest in his
Accrued Benefit upon separation of service, and a forfeiture of the
Participants Account shall occur at the time specified in Exhibit 3.  Employer Discretionary and
matching forfeitures may be allocated to Participants Accounts or applied to
reduce the next Participating Employer contribution, as specified by Exhibit 3.
Forfeitures of Excess Aggregate Contributions (as defined in Article XVI) shall
be distributed as specified in Article XVI.  If, at termination of Plan,
forfeitures remain unallocated or unapplied, such forfeitures shall be
allocated to the Employer Matching subaccount or Employer Discretionary
subaccount, whichever is applicable, of each Participant in accordance with the
allocation formula in Exhibit 3.  10.3A      REPAYMENT AFTER IMMEDIATE FORFEITURE:  If the Plan Administrator elects in Exhibit 3 to forfeit all or a
portion of the nonvested portion of a Participants Accrued Benefit according
to Exhibit 3, Section 6(a), a former Participant who has resumed employment
with the Participating Employer may repay to the Plan the full amount of a vested
benefit distributed to him.  under
provision of Article X, provided that such Participant:  (a)           had
received a distribution of the present value of his non-forfeitable benefit
attributable to such service which he elected to receive;  (b)           was
not fully vested in the value of his Accrued Benefit at the time of the
distribution;  (c)           either
elected to receive the distribution, or was required to receive a distribution
whose value attributable to his entire non-forfeitable benefit did not exceed
$3,500; and  (d)           resumed
employment and repaid the full amount of the distribution, in the case of a
distribution on account of a Participant who separated from service before the
earlier of (1) five years after the first date on which the Participant is
subsequently re-employed by the Participating Employer; or (2) the close of the
first period of five consecutive one year Breaks In Service commencing after
the distribution.  However, in the case
of any other distribution, repayment must be made within five years after the
date of distribution.  In the event of such repayment,
the Participants forfeited Accrued Benefit (including all optional forms of
benefits and subsidies relating to such benefit) as of the most recent
Valuation Date prior to the date of termination shall be restored.  Such restoration shall first come from any
forfeitures allocated during the Plan Year, then from any Employer
contributions.  19 
   A nonvested former participant
who, pursuant to Section 10.2, shall have been deemed to forfeit his nonvested
interest in his Account upon termination of employment shall, upon rehire, be
considered to have repaid his nonvested interest in accordance with this
Section.  10.38       REHIRE PRIOR TO FORFEITURE: 
If the Plan Administrator elects in Exhibit 3 to forfeit the
Participants Accrued Benefit according to Exhibit 3. Section 6(b), a
distribution is made at a time when a Participant has a nonforfeitable right to
less than 100% of the Accrued Benefit derived from Employer contributions, and
the Participant may increase his nonforfeitable percentage, then:  (a)           A separate subaccount will be
established for the Participants interest in the Plan as of the time of the
distribution, and  (b)           At any relevant time the
Participants nonforfeitable portion of the separate subaccount will be equal
to an amount (X) determined by the formula:  X=P(AB + D)  D  For purposes of applying the
formula; P is the nonforfeitable percentage at the relevant time.  AB is the Accrued Benefit at the relevant
time, and D is the amount of the distribution.  10.4         NORMAL RETIREMENT BENEFIT: 
Each Participant who retires on or after his Normal Retirement Date
shall be entitled to his Accrued Benefit. 
The form of such distribution shall be subject to Section 10.13.  10.5         EARLY RETIREMENT BENEFIT: 
If the Employer has elected in Exhibit 5 to permit early retirement, a
Participant who terminates employment after meeting the early retirement
requirements specified in Exhibit 5 shall be entitled to his vested Accrued
Benefit on his Early Retirement Date.  A
Participant who terminates employment after fulfilling all of the requirements
except the minimum age requirement, may elect early retirement at any time
after attaining such minimum age.  The
form of such distribution shall be subject to Section 10.13.  10.6         DEFERRED RETIREMENT BENEFIT:  If a Participant shall continue in active employment following
his Normal Retirement Date, payment of his benefits, subject to Section 10.12,
shall be postponed until his actual retirement.  The form of such distribution shall be subject to Section 10.13.  10.7         DISABILITY BENEFIT: 
A Participant whose employment is terminated prior to his Normal
Retirement Age as a result of Disability shall be immediately entitled to his
Accrued Benefit.  The form of such
distribution shall be subject to Section 10.13.  10.8         DEATH BENEFIT:  If a
Participant dies before his Annuity Starting Date, the Participants
Beneficiary shall be entitled to a death benefit equal to the Participants
Accrued Benefit.  Such Accrued Benefit
shall not include the value of any security interest in the Participants
Account held by the Plan by reason of any loan under Section 10.17. If
married on the date of the Participants death, the Surviving Spouse shall be
the Beneficiary and shall be entitled to a Qualified Pre-Retirement Survivor
Annuity unless a valid waiver (as described in Section 10.13) was
executed.  However, after the death of
the Participant, the Beneficiary may elect any other form of benefit offered
under the Plan.  The Participants
entire interest under this Section may be distributed as soon as
administratively practical, but in any event, no later than the December 31 of
the calendar year in which the fifth anniversary of the Participants death
occurs unless the Designated Beneficiary or Spouse elects one of the following
forms of distributions:  (a)           If
any portion of the Participants interest is payable to a Designated
Beneficiary, distributions my be made in substantially equal installments over
the life or Life Expectancy of the Designated Beneficiary commencing no later
than the December 31 of the calendar year after the Participants death; or  (b)           If
the Designated Beneficiary is the Participants Surviving Spouse, the date
distributions are required to begin shall not be earlier than the later of the
December 31 of the calendar year in which the Participant would have attained
age 70 1/2, or the December 31 of the calendar year immediately following the
calendar year in which the Participant died. 
If the Spouse dies before payments begin, such Spouse shall be treated
as the Participant for the purpose of calculating future required
distributions.  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.  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) above.  If the Participant has not made
an election by the time of his or her death, the Participants Designated
Beneficiary must elect the method of distribution no later than the earlier of
(a) December 31 of the calendar year in which distributions would be required
to begin under this Section, or (2) December 31 of the calendar year which
contains the fifth anniversary of the date of death of the Participant.  If the Participant has no Designated
Beneficiary, or if the Designated Beneficiary does not elect a method of
distribution, distribution of the Participants entire interest must be
completed by December 31 of the calendar year containing the fifth anniversary
of the Participants death.  20 
   For purposes of this Section,
if the Surviving Spouse dies after the Participant, but before payments to such
Spouse begin, the provisions of this Section, with the exception of paragraph
(b) above, shall be applied as if the Surviving Spouse were the Participant.  For purposes of this Section,
any amount paid to a child of the Participant will be treated as if it has been
paid to the Surviving Spouse if the amount becomes payable to the Surviving
Spouse when the child reaches the age of majority.  For purposes of this Section,
distribution of a Participants interest is considered to begin on the
Participants Required Beginning Date (or the date distribution is required to
begin to the Surviving Spouse pursuant to paragraph (b) above). If distribution
in the form of an annuity irrevocably commences to the Participant before the
Required Beginning Date, the date the distribution is considered to begin is
the date distribution actually commences.  For purposes of this Section,
payments will be calculated by use of the return multiples specified in Tables
V and VI, of Section 1.729 of the regulations under the Code as of the
date the distribution commences.  Life
Expectancy of a Surviving Spouse may, at the Spouses election, be recalculated
annually.  In the absence of an election,
life expectancy of a Surviving Spouse may not be recalculated.  In the case of any other Designated
Beneficiary, Life Expectancy will not be recalculated.  Life Expectancy and
Designated Beneficiary shall have the meaning as defined in Section 10.22.  10.9         OTHER TERMINATION OF EMPLOYMENT BENEFIT:  Subject to Section 10.13, each Participant
whose service with the Participating Employer is terminated shall, if provided
by Exhibit 5, be entitled to his vested Accrued Benefit.  10.9A      OTHER DISTRIBUTIONS:  An
affected Participants Accrued Benefit may also be distributed in a lump sum
(1) if the Plan is terminated and a defined contribution plan is not
established within a reasonable period of time after termination.  Established within a reasonable time period
after termination means the existence of the time this Plan terminated or
within the period ending within 12 months after distribution of all assets from
this Plan of any other defined contribution plan (other than an ESOP); or (2)
upon the disposition to an unrelated corporation of substantially all the
assets (within the remaining of Section 409(d)(2) of the Code) of a corporation
which are used in the trade or business in which the Participant is employed,
but only with respect to employees who continue employment with the corporation
acquiring such assets, and the corporation continues to maintain the Plan after
disposition; or (3) after disposition to an unrelated entity of a corporations
interest in a subsidiary providing such corporation continues to maintain this
Plan, and the Participant continues in employment with the subsidiary.  In (2) and (3) above, the disposing
corporation must continue to maintain the Plan.  The form of such distributions
are subject to Section 10.13.  10.10       AGE 59 1/2:  If the
Employer has elected in Exhibit 5 to permit age 59 1/2 benefit distributions, a
Participant may elect payment of his vested Accrued Benefit, or any portion
thereof, at any time after attaining age 59 1/2. The form of such distribution
shall be subject to Section 10.13.  10.11       HARDSHIP:  If the
Employer has elected in Exhibit 5 to permit hardship distributions, such
distributions to a Participant shall be made if the distribution is necessary
in light of Immediate and Heavy Financial Needs of the Participant and where
such Participant lacks other available resources.  A distribution based upon financial hardship cannot exceed the
amount required to meet the immediate financial need created by the hardship
(or the Participants vested Accrued Benefit, if less) and not reasonably
available from other resources of the Participant.  The determination of the existence of financial hardship and the
amount required to be distributed to meet the need created by the hardship
shall be made by the Plan Administrator in accordance with the standards set
forth below.  Such distribution must
comply with Section 10.18. Hardship distributions may only be made from the
Participants Salary Deferral, Employee Contribution, Non100% Vested
Matching, 100% Vested Matching (not used under Section 16.3) and Employer
Discretionary Subaccounts.  Effective
for the first Plan Year beginning on or after January 1, 1989, a hardship
distribution from the Participants Salary Deferral Subaccount shall not exceed
the sum of the Participants subaccount as of December 31, 1988, and the
Participants Salary Deferral Contributions made during Plan Years after
December 31, 1988.  For the purpose of this
Section, Immediate and Heavy Financial Need means: (1) medical expenses described
in Code Section 213(d) incurred by the Participant, the Participants Spouse,
or dependents of the Participant (as defined In Code Section 152); (2) the
purchase (excluding mortgage payments) of a principal residence of the
Participant; (3) pay­ment of tuition for the next semester or quarter of post
secondary education for the Participant, his spouse, children, or dependents;
(4) the need to prevent the eviction of the Participant from his principal
residence or foreclosure on the mortgage of the Participants principal
residence; or (5) any other event which the Commissioner of the Internal
Revenue Service has deemed to be an Immediate and Heavy Need.  A Participant making an application under
this Section shall have the burden of presenting evidence of such need.  A distribution will be
considered as necessary to satisfy an immediate and heavy financial need
providing: (1) the Participant withdraws and borrows (on a nontaxable basis)
all amounts available to the Participant under this plan and all plans of the
Employer (other than the mandatory employee portion of a defined benefit plan);
(2) all Plans main­tained by the Employer suspend for a period of 12 months
from the date of such distribution, the Participants ability to make Salary
Deferral Contributions or Employee Contributions; and (3) all Plans maintained
by the Employer limit such Participants ability to make Salary Deferral
Contributions for the Participants taxable year immediately fol­lowing the
taxable year of the hardship in excess of the limit specified in Code Section
402(g) for such taxable year less the amount of such Participants Salary
Deferral Contributions for the taxable year of the hardship distribution.  21 
   Each request for a hardship
distribution shall be made by written application on a forth acceptable to the
Plan Administrator.  The form of such
distribution shall be subject to Section 10.13.  10.12       COMMENCEMENT OF BENEFITS: 
A Participant may elect to commence distribution of his benefit at any
time on or after he meets the requirements for a distribution set forth in this
Article  However, subject to the
succeeding sentence, the Plan Administrator may elect to defer payment to a Participant
until all contributions and allocations have been made on behalf of any
Participant.  Unless the Participant
elects otherwise, distribution of benefits will begin no later than the 60th
day after the close of the Plan Year in which the Participant attains Normal
Retirement Age or the Participant terminates service with the Participating
Employer, whichever is later. 
Notwithstanding the foregoing, the failure of a Participant and Spouse
to consent to a distribution while a benefit is immediately distributable,
within the meaning of Section 10.18. shall be deemed to be an election to defer
commencement of payment of any benefit sufficient to satisfy this Section.  Notwithstanding the other
requirements of this Article and subject to the requirements of Section 10.13,
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
which would not have disqualified such trust under Section 401(a)(9) of
the Internal Revenue Code 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;  (c)           Such designation was in writing, was
signed by the Employee or the beneficiary, and was made before January 1, 1983:  (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 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.  For any distribution which
commences before January 1, 1984, but continues after December 31, 1983, the
Employee or the beneficiary, to whoa 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 of this Section.  If a designation is revoked any
subsequent distribution must satisfy the requirements of Section 401(a)(9) of
the Code and the 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 which would have been required to have been distributed to
satisfy Section 401(a)(9) of the Code and the regulations thereunder, but for
the Section 242(6)(2) election.  For
calendar years beginning after December 31, 1988, such distributions must meet
the minimum distribution incidental benefit requirements in Section 1.401(a)(9)2
of the Income Tax Regulations.  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 rill 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 Q&J J2 and Q&A J3 of such regulations shall apply.  10.13       FORM OF DISTRIBUTION:  (a)           Any
Participant who is credited with at least one Hour Of Service with the Employer
after August 23, 1984 shall receive a benefit at retirement in the form of a
Qualified Joint and Survivor Annuity.  A
Participant may select a benefit other than a Qualified Joint and Survivor
Annuity benefit during the 90 day period preceding the Annuity Starting Date
provided that an appropriate waiver, as described in subsection (c) of this
Section, is executed.  The Participant
may elect to have such annuity distributed upon attainment of his Early
Retirement Age.  (b)           The
Spouse of any Participant who dies prior to his Annuity Starting Date will
receive a benefit in the form of a Qualified Pre-Retirement Survivor
Annuity.  The Surviving Spouse may elect
to have such annuity distributed within a reasonable period after the
Participants death.  A Participant may
select a benefit other than a Qualified Pre-Retirement Survivor Annuity or a
beneficiary other than the Participants Spouse if the Participant is unmarried
or if the Participant, during a period which begins on the first day of the
Plan Year in which the Participant attains age 35 and ends on the earlier of
the date of the Participants death or his  22


Annuity Starting Date executes an appropriate waiver
as described in subsection (c) hereof. 
If a Participant terminates employment prior to the first day of the
Plan Year in which the Participant attains age 35, with respect to the
Participants Account as of the date of termination, the selection period shall
begin upon termination of employment.  Notwithstanding the above paragraph, 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 Pre-Retirement 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 Pre-Retirement
Survivor Annuity in such terms as are comparable to the explanation required
under paragraph (d) below.  Qualified
Pre-Retirement 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
Article.  (c)           A
married Participant who selects a benefit other than a Qualified Joint and
Survivor Annuity, a Qualified Pre-Retirement Survivor Annuity, or designates a
beneficiary other than his Spouse, must execute a written waiver and must
obtain the consent of his Spouse, if any, pursuant to the terms of Section
10.18 hereof.  A Participant may revoke
any waiver during the periods described without the consent of his Spouse.  There is no limit on the number of
revocations or waivers that may be made under this Article.  However, after the death of the Participant,
the Participants Surviving Spouse, unless an Annuity Contract is purchased or
the Spouse has executed a written waiver pursuant to Section 10.18, may elect
any other form of benefit offered under the Plan.  (d)           The
Plan Administrator shall provide each Participant with an explanation of the
Qualified Joint and Survivor Annuity and the Qualified Pre-Retirement Survivor
Annuity which meets the requirements of the Internal Revenue Code.  With respect to the Qualified Joint and
Survivor Annuity, such explanation shall be provided no less than 30 days and
no more than 90 days prior to his Annuity Start Date.  Such written explanation shall include: (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.  With respect to the Qualified Pre-Retirement Survivor
Annuity, such explanation shall be provided within the later of (1) the period
beginning with the first day of the Plan Year in which the Participant attains
age 32 and ending on the close of the Plan Year preceding the Plan Year in
which the Participant attains age 35; (2) a reasonable period after the
individual becomes a Participant; (3) a reasonable period ending after Code
Section 401(a)(11) applies to the Participant; (4) a reasonable period after
Section 10.20 ceases to apply to the Participant; (5) a reasonable period after
separation from service in case of a Participant who separates before attaining
age 35.  Such written explanation of the
Qualified Pre-Retirement Survivor Annuity shall be provided in such terms and
in such manner as would be comparable to the explanation provided for meeting
the requirements applicable to a Qualified Joint and Survivor Annuity.  For purposes of applying the preceding paragraph, a
reasonable period ending after the enumerated events described above 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 age 35 is attained, 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.  Notwithstanding the other requirements of this
subsection (d), the respective notices prescribed in 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 Pre-Retirement Survivor
Annuity, and (2) the Plan does not allow the Participant to waive the Qualified
Joint and Survivor Annuity or Qualified Pre-Retirement Survivor Annuity and
does not allow a married Participant to designate a non-spouse
beneficiary.  For purposes of this
subsection., 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.  10.13A    DISTRIBUTION REQUIREMENTS  (a)           Except
as otherwise provided in Section 10.13, the requirements of this Section shall
apply to any distribution of a Participants interest and will take precedence
over any inconsistent provisions of this Plan. 
Unless otherwise specified, the provisions of this Section apply to
calendar years beginning after December 31, 1984.  (b)           All
distributions required under this Section shall be determined and made in
accordance with the Income Tax Regulations under Section 401(a)(9), including the
minimum distribution incidental benefit requirement of Section 1.401(a)(9)-2 of
the regulations.  (c)           The
entire interest of a Participant must be distributed or begin to be distributed
no later than the Participants Required Beginning Date.  23 
    (d)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 and last survivor expectancy of the Participant and a Designated
Beneficiary.  (e)           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.  (i)            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 or (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.  (ii)           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.  (iii)          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 Section 1.401(a)(9)-2 of the Income Tax
Regulations.  Distributions after the
death of the Participant shall be distributed using the Applicable Life
Expectancy in (i) above as the relevant divisor without regard to regulations
Section 1.401(a)(9)-2.  (iv)          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.  (i)            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
Section 401(a)(9) of the Code and the regulations thereunder.  (f)            Life
Expectancy, Designated Beneficiary, Distribution Calendar Year, and Applicable
Life Expectancy shall have the meanings as defined in Section 10.22.  10.14       METHOD OF DISTRIBUTION: 
For any distribution under this Article, the Participant or Beneficiary
may, providing such methods of distribution are offered under the Plan, elect
payment in (a) cash, (b) Mutual Fund Shares, (c) Annuity Contracts. (d) an
annuity under a group annuity contract, or (e) Insurance Policies.  Annuity Contracts used to fund a
Participants benefit must meet the requirements of Code Sections 411(a)(11)
and 417.  10.15       CASH-OUT DISTRIBUTION: 
If the value of the Participants vested Accrued Benefit on the date he
terminates service does not exceed $3,500, the Plan Administrator shall, as
elected in Exhibit 5, either: (1) immediately distri­bute to such Participant
his Account in the form of a lump sum; or (2) permit the Participant to elect
to receive a distribution subject to the provisions of this Article.  The above sentence shall also apply to the
value of a Qualified Joint and Survivor Annuity or Qualified Pre-Retirement
Survivor Annuity which does not exceed $3,500. However, no distribution
(regardless of amount) shall be made pursuant to the preceding sentence after
the Annuity Starting Date unless the Participant and his Spouse (or the
Participants Surviving Spouse) consents, pursuant to Section 10.18.  10.16       WITHDRAWALS OF EMPLOYEE CONTRIBUTIONS:  Subject to the consent provisions of
Section 10.18, and disregarding any other provisions limiting withdrawals
from this Plan, a Participant may, upon written notice to the Plan
Administrator, withdraw from the Plan, in cash, all or a portion of the value
of his Employee Contribution subaccount.  If Employee Contributions
are made pursuant to a Thrift Contribution Agreement, then this Section shall
be inoperative and withdrawals of a Participants Employee Contribution
subaccount shall only be permitted as otherwise permitted by this Article.  24 
   10.17       LOANS TO PARTICIPANTS: 
If the Employer so elects in Exhibit 5, and the consent of the
Participants Spouse is obtained pursuant to Section 10.18, the Trustee may
make a loan to any Participant (except a Shareholder Employee or
Owner-Employee) or Benefifciary.  Each
loan shall be made upon the written application of the Participant on a form
acceptable to the Plan Administrator and shall be subject to the approval of
the Plan Administrator.  Loans shall:  (a)           be
made available to Participants and Beneficiaries on a reasonably equivalent
basis;  (b)           not
be available to highly compensated employees (within the meaning of 414(q)) in
an amount greater than the amount available to other employees;  (c)           be
secured by the Participants vested Accrued Benefit and bear a reasonable rate
of interest;  (d)           by
its terms require that repayment (principal and interest) be amortized in level
payments, not less fre­quently than quarterly, over a period not extending
beyond five years from the date of the loan, unless the loan is for the sole
purpose of buying the principal residence of the Participant; and  (e)           not
exceed $50,000 (reduced by the excess, if any, of the highest outstanding
balance of loans made during the one year period ending on the day before the
loan is made, over the outstanding balance of loans from the Plan on the date
the loan is made) or 50% of the Participants vested Accrued Benefit (without
regard to a Participants Keogh transfer subaccount), whichever is less.  For these purposes, all loans from all plans
of the Participating Employer and other members of a group of employees
described in Code Sections 414(b), 414(c), and 414(m) are aggregated.  Provided however, if the Participants or
Beneficiarys vested Accrued Benefit is less than $10,000, a loan of up to the
Participants vested Accrued Benefit may be made.  An assignment or pledge of any portion of a Participants
interest in the Plan and a loan, pledge, or assignment with respect to any
Annuity Contract purchased under this Plan will be treated as a loan under this
subsection.  All such loans shall be
considered either a general investment of the Trust Fund or an asset of the
Participants Account, as elected in Exhibit 5.  A Participant shall not have
more than one loan in effect at any time. 
The Plan Administrator, in a non-discriminatory manner, may create other
rules and regulations governing loans. 
Effective for any loan granted or renewed on or after January 1, 1990,
such rules and regulations must (if required by regulations issued by the
Department of Labor) include a written document which is to be made part of
this Plan which, at a minimum, specifies:  (a)           The
identity of the person or positions authorized to administer the participant
loan program; (b)           A
procedure for applying for loans; (c)           The
basis on which loans will be approved or denied; (d)           Limitations
(if any) on the types and amounts of loans offered; (e)           The
procedure under the program for determining a reasonable rate of interest; (f)            The
types of collateral which may secure a participant loan; and (g)           The
events constituting default and the steps that will be taken to preserve plan
assets in the event of such default.  If loans are permitted in
Exhibit 5, effective for any loan granted or renewed on or after the first Plan
Year beginning in 1989, the Trustee is specifically authorized to establish and
the Plan Administrator is authorized to maintain and administer a Participant
loan program.  An assignment or pledge of any
portion of a Participants interest in the Plan and a loan, pledge, or
assignment with respect to any Annuity Contract purchased under this Plan will
be treated as a loan under this Section.  If a Participant shall default
on any loan, the Plan Administrator shall deduct the unpaid principal and any
unpaid interest from the Participants Account at the time when the
Participants Account becomes distributable.  10.18       CONSENT:  If the value
of a Participants vested Accrued Benefit derived from Employer and Employee
Contributions exceeds (or at the time of any prior distribution exceeded)
$3,500, and his Accrued Benefit 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.  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 Plan Administrator shall
notify the Participant and the Participants Spouse of the right to defer any
distribution until the Participants Account is no longer immediately
distributable.  Such notification shall
include a general description of the material features, and an explanation of
the relative values of the optional forms of benefit available under the plan
in a manner that would satisfy the notice requirements of 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 his Accrued Benefit 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 10.20 of the Plan,
only the Participant need consent to the distribution of his Accrued Benefit
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
Section 401(a)(9) or Section 415 of the Code. 
In addition, upon  25 
   termination of this Plan, if
the Plan does not offer an annuity option (purchased from a commercial
provider), the Participants Account may, without the Participants consent, be
distributed to the Participant or transferred to another defined contribution
plan (other than an employee stock ownership plan as defined in Section
4975(e)(7) of the Code) within the same controlled group.  An Accrued Benefit is
immediately distributable if any part of the Account 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.  A waiver of a Qualified
Pre-Retirement Survivor Annuity or Qualified Joint and Survivor Annuity must
include the consent of the Spouse of the Participant.  Such consent must be in writing and must be witnessed by either a
plan representative or notary public. 
The Spouses waiver must be limited to a designation of a specific
alternate beneficiary including any class of beneficiaries or any contingent
beneficiaries.  Such alternate
beneficiary must not be changed without the Spouses consent (unless the
consent of the Spouse expressly permits designations by the Participant without
any requirement of further consent by the Spouse). In addition, the Spouses
consent must acknowledge the effect of the election.  Notwithstanding the foregoing, if it is established to the
satisfaction of the plan representative that such written consent may not be
obtained because there is no Spouse or the Spouse cannot be located, no such
consent will be required.  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 10.13 above.  A Participant must obtain the
consent of his Spouse, if any, the use of his Account as security for the
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 is used for renegotiation, extension, renewal, or other
revision of the loan.  If a valid spousal consent has
been obtained in accordance with the above paragraph, then, notwithstanding any
other provision of this Plan, the portion of the Participants vested Account
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 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 (determined
without regard to the preceding sentence) is payable to the Surviving Spouse,
then the Account shall be adjusted by first reducing the vested Account by the
amount of the security used as repayment of the loan, and then determining the
benefit payable to the Surviving Spouse.  10.19       OTHER PROVISIONS:  The
Plan Administrator, on a non-discriminatory basis, may promulgate other rules
and regulations governing distributions from the Plan including, if not
prohibited by Section 14.1, limiting the forms of benefits offered under this
Plan.  10.20       QUALIFIED SPECIAL RULE FOR PROFIT SHARING PLANS:  The above Qualified Joint and Survivor and
Qualified Pre-Retirement Survivor Annuity notice, waiver, and consent
provisions (including, without limitation, spousal loan and beneficiary consent
requirements specified in Sections 10.17 and 2.6 respectively) shall not be
applicable to this Plan if the Plan Administrator administers a profit sharing
plan according to the following limitations:  (a)           the
Participant does not or cannot elect payments in the form of a life annuity:
and  (b)           on
the death of the Participant, the Participants vested Account 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 commence within the 90-day period following
the date of the Participants death. 
The Account 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 for other types of distributions.  This Section 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 which is subject to the
survivor annuity requirements of Section 401(a)(11) and Section 417 of the
Code.  The Participant may waive the spousal death benefit
described in this Section at any time provided that no such waiver shall be
effective unless it satisfies the conditions of this Article (other than the
notification requirement referred to therein) that would apply to the
Participants waiver of the Qualified Pre-Retirement Survivor Annuity.  26 
   In addition, this Section shall
not apply unless the Participants Spouse is the designated beneficiary of any
insurance on the Participants life purchased by
Employer contributions or forfeitures allocated to the Participants Account.  10.21       SPECIAL RULE:  [Reserved]  10.22       DEFINITIONS:  For the purpose of Sections 10.8 and 10.13A,
the following definitions shall apply:  (a)            Applicable Life Expectancy.  The life expectancy (or joint and last
survivor expectancy) calculated using the attained age of the Participant (or
designated beneficiary) as of the Participants (or designated beneficiarys)
birthday in the applicable calendar year reduced by one for each calendar year
which has elapsed since the date life expectancy was first calculated.  If life expectancy is being recalculated,
the applicable life expectancy shall be the life expectancy as so recalculated.  The applicable calendar year shall be the
first distribution calendar year, and if life expectancy is being recalculated
such succeeding calendar year.  If
annuity payments commence before the Required Beginning Date, the applicable
calendar year is the year payments commence. 
If distribution is in the form of an immediate annuity purchased after
the Participants death with the Participants remaining interest, the
applicable calendar year is the year of purchase.  (b)           Designated Beneficiary.  The individual who is designated as the
beneficiary under the Plan in accordance with Section 401(a)(9) and the
regulations thereunder.  (c)           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 which 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 10.18 above.  (d)           Life
Expectancy.  Life expectancy and joint
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 by the
time distributions are required to begin, life expectancies shall not 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 non-spouse beneficiary may not be recalculated.  (e)           Participants
Benefit.  (1)      The Participants Account as of the last
valuation date in the calendar year immediately preceding the distribution
calendar year (valuation calendar year) increased by the amount of any
contributions or forfeitures allocated to the Account as of dates in the
valuation calendar year after the valuation date and decreased by distributions
made in the valuation calendar year after the valuation date.  (2)      Exception for second distribution calendar
year.  For purposes of paragraph (1)
above.  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 has been made in the immediately preceding distribution calendar
year.  10.23       FORMS OF
BENEFITS:  The normal form of benefit
under this Plan shall be a lump sum. 
The optional forms of benefits provided in this Plan shall be stated in
Exhibit 5.  However, if this Plan is an
amendment and restatement of a prior plan, all optional forms of benefits
provided in the prior plan, to the extent accrued, shall be provided in this
Plan.  27 
   ARTICLE
XI  TOP-HEAVY PROVISIONS  11.1         DETERMINATION OF TOP-HEAVY STATUS:  If this Plan is or becomes top-heavy in any Plan Year beginning
after December 31, 1983, the provisions of Article XI will supersede any
conflicting provisions in the Plan or Adoption Agreement.  For any Plan Year beginning after December
31, 1983, this Plan is top-heavy if any of the following conditions exist:  (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%.  11.2         MINIMUM ALLOCATION FOR THIS PLAN:  Notwithstanding any allocation formula in Exhibit 3, if this Plan
provides for Employer Discretionary Contributions and this Plan is top-heavy
(as determined by Section 11.1), the Participating Employer discretionary
contributions and discretionary forfeitures (if any) shall be allocated to the
Employer discretionary subaccount of all participants eligible for an
allocation in the proportion that the Participants Compensation bears to the
total Compensation of all Participants. 
The maximum allocation to any Participant under this paragraph shall not
exceed 3% of the Participants Compensation. 
The remaining allocation shall be made according to the formula provided
in the adoption agreement.  11.3         MINIMUM REQUIRED ALLOCATION:  Except as provided in Section 11.4 below, if this Plan is
top-heavy as determined in Section 11.1, each Non-Key Employee who is a
Participant shall receive minimum allocation of three percent (3%) of his
Compensation.  However, in the case
where the Employer has no defined benefit plan which designates this Plan to
satisfy Section 401 of the Code, if the highest allocation provided a Key
Employee (including any Salary Deferral Contribution) is less than three
percent (3%) of the Key Employees Compensation not exceeding $200,000 (or any
increased amount, as permitted by the Secretary of the Treasury), each Non-Key
Employee shall receive such lesser allocation.  Such minimum allocation may be
satisfied from any Participating Employer contribution and forfeiture
(including, prior to the first Plan Year beginning on January 1, 1989, any
Salary Deferral Contribution) made for the benefit of any Non-Key
Employee.  To the extent that such
minimum allocation is satisfied by such contribution and forfeiture, or in the
case of two or more defined contribution plans which are part of a Required
Aggregation Group, by aggregating contributions for both plans, or if the
Non-Key Employee is covered by another plan of the Employer and the Employer
has provided in Exhibit 8 that such plan will provide the minimum required
allocation or benefit, no additional allocation or benefit shall be provided
under this Section.  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 Non-Key Employee who is a Participant
would not otherwise be entitled to receive an allocation, or would have
received a lesser allocation for the year because of (i) the Non-Key Employees
failure to complete 1,000 Hours Of Service (or any equivalent provided in the
Plan), or (ii) the Non-Key Employees failure to make mandatory employee
contributions to the Plan, or (iii) compensation less than a stated
amount.  No minimum allocation shall be
made for any Non-Key Employee who has separated from service prior to the last
day of the Plan Year.  The minimum allocation required
(to the extent required to be nonforfeitable under Section 416(b)), may not be
forfeited under Section 411(a)(3)(B) or 411(a)(3)(D).  11.4         PARTICIPATING EMPLOYER MAINTAINS ONE OR MORE DEFINED BENEFIT
PLAN-MINIMUM ALLOCATION OR BENEFIT:  If
an Employer maintains a defined benefit plan in addition to this Plan, and the
plans are top-heavy as determined by Section 11.1, the Employer shall elect in
Exhibit 8 as to whether the minimum allocation or benefit shall be satisfied in
this Plan or the defined benefit plan.  If this Plan is selected to
provide the maintain top-heavy benefit, each Non-Key Employee who is a
Participant in both plans shall receive the allocation stated in Exhibit 8. The
minimum allocation must be provided to all Non-Key Employees who are required
to receive an allocation under Section 11.3.  If the Employer selects in
Exhibit 8 for the defined benefit plan to provide the minimum top-heavy
benefit, the defined benefit plan shall provide for a Non-Key Employee who is a
participant in both plans shall receive the product of (i) an employees average
annual compensation for the period of consecutive years (not exceeding five)
when the Employee had the highest aggregate compensation from the employer, and
(ii) the lesser of 2% per year of service with the employer or 20%. 3 and 30%
shall be substituted in the preceding sentence for 2 and 20% respectively, if
designated in Exhibit 8.  If a Non-Key Employee of this
Plan is not a participant in the defined benefit plan, the Non-Key Employee
shall receive the allocation provided in Section 11.3.  28 
   11.5         MINIMUM VESTING REQUIREMENTS:  If the Plan is or becomes top-heavy, each Participants vested
percentage in his Employer Matching subaccount.  Employer Discretionary subaccount, and Insurance Policies will be
determined by the schedule specified in Exhibit 8. Provided, however, that such
percentage is not less than that which would otherwise apply under any other
provisions of this Plan.  Such vesting
schedule shall not apply to a Participant who did not complete an Hour of
Service after the Plan became top-heavy. 
Such vesting schedule shall apply for all subsequent years, regardless
of whether this Plan is top-heavy. 
Vesting Service shall be measured as provided by Section 2.50.  11.6         LIMITATION OF ALLOCATIONS: 
If, during any Limitation Year, the Participant is a Participant in both
this Plan and a defined benefit plan which are part of a top-heavy group,
100% shall be substituted for 125% each place it appears in Section 7.5
unless otherwise provided in Exhibit 8, except that, such substitution shall
not have the effect of reducing any benefit accrued under a defined benefit
plan prior to the first day of the Plan Year in which this provision becomes
applicable.  This Section shall not apply if
the Plan provides for the additional contribution or benefit required in
Exhibit 8.  11.6A      COMPENSATION LIMITATION: 
For any Plan Year in which this Plan is top-heavy, a Participants
Compensation shall be      his top-heavy
Compensation.  11.7         SPECIAL DEFINITIONS: 
For the purposes of applying the provisions of Article XI:  (a)           Top-Heavy
Compensation shall mean the first $200,000 (or, beginning January 1, 1986,
such larger amount as the Commissioner of Internal Revenue may prescribe) of
compensation as defined (without any exclusions specified in Exhibit 1) in
Exhibit 1. This Section shall not restrict a Participants deduction under Code
Section 404, or the amount of contribution or benefit accrued under Code
Section 415.  (b)           Determination
Date for any Plan Year is the last day of the preceding Plan Year or, in the
case of the first Plan Year, the last day of that Plan Year.  (c)           Key
Employee shall mean, as of any Determination Date, any Employee or former
Employee (and the beneficiaries thereof) who, at any time during the Plan Year
(which includes the Determination Date) or during the preceding four Plan
Years, is an officer of the Employer whose compensation is more than 50% of the
dollar limitation under Section 415(b)(1)(A), one of the Participants owning the
ten largest interests in the Employer if such Participants Compensation
exceeds 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 annual Compensation of more
than $150,000. The constructive ownership rules of Code Section 318 (or the
principles of that section, in the case of an unincorporated Employer) will
apply to determine ownership in the Employer. 
Determination of which Employees are Key Employees will be made in
accordance with Code Section 416(1)(1) and the regulations thereunder.  Key-Employee shall not include any officer
or employee of a governmental employer. 
Annual compensation means compensation as defined in Section 415(c)(3)
of the Code, but including amounts contributed by the Employer pursuant to a
salary reduction agreement which are excludible from the Employees gross
income under Section 125, Section 402(a)(8), Section 402(h) or Section 403(b)
of the Code.  The determination period
is the Plan Year containing the determination date and the four preceding Plan
Years.  (d)           Non-Key
Employee is an Employee who does not meet the definition of Key Employee.  (e)           Present
Value means the amount determined solely on the basis of the interest rate and
mortality table set forth in Exhibit 8.  (f)            Permissive
Aggregation Group is the Required Aggregation Group plus any other qualified
plans maintained by the Employer, but only if such group would satisfy in the
aggregate the requirements of Code Section 401(a)(4) and Code Section 410.  (g)           Required
Aggregation Group means:  (1)      Each qualified plan of the Employer in
which at least one Key Employee participates or participated at the time during
the determination period (regardless of whether the Plan has terminated); and  (2)      Any other qualified plan of the Employer
which enables a plan described in (1) to meet the requirements of Code Section
401(a)(4) or Code Section 410.  (h)           Topheavy
Ratio means:  (1)      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 which during the five
year period ending on the determination dates 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 5-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  29 
   distributed in the 5year period ending on the Determination
Date(s)) both computed in accordance with Section 416 of the Code 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 Section 416 of the Code
and the regulations thereunder.  (2)           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
which 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 defined contribution plans for
all Key Employees determined in accordance with (1) above and the Present Value
of accrued benefits under the defined benefit plans for all Key Employees as of
any determination date(s), and the denominator of which is the sun of the
account balances under the defined contribution plans for all Participants
determined in accordance with (1) above and the present value of accrued
benefits under the defined benefit plans for all Participants as of the
determination date(s), all determined in accordance with Code Section 416 and
the regulations.  Both the numerator and
denominator of the Top-Heavy Ratio are increased for any distribution of an
account balance of an accrued benefit made in the 5year period ending on
the Determination Date and any contribution due but unpaid as of the
Determination Date.  (3)           For purposes of (1) and (2) 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
Section 416 of the Code and the regulations thereunder for the first and second
plan years of a defined benefit plan. 
The account balances and accrued benefits of an individual who is not a
Key Employee but who was a Key Employee in a prior year, or who has not
performed services with any employer maintaining the Plan at any time during
the 5year period ending on the Determination Date shall not be taken
into account.  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.  11.8         KEY EMPLOYEE DETERMINATION: 
Solely for the purpose of determining if the Plan or any other plan
included in a Required Aggregation Group of which this Plan is a part, is top-heavy
(within the meaning of Section 11.1) the accrued benefit in a defined
benefit plan of an employee other than a Key Employee shall be determined under
(a) the method, if any, that uniformly applies for accrual purposes under all
plans maintained by the Employer, or (b) if there Is no such method, as if such
benefit accrued not more rapidly than the slowest accrual rate permitted under
the fractional accrual rate of Section 411(b)(1)(C) of the Code.  11.9         PARTICIPATING EMPLOYER: 
To the extent not required to be aggregated by other provisions of this
Article, a Participating Employer shall be considered separately for the
purpose of this Article.  30 
   ARTICLE
XII  PLAN ADMINISTRATION  12.1         PLAN ADMINISTRATOR: 
The Employer shall appoint a Plan Administrator in Exhibit 6. The Plan
Administrator shall serve as the named fiduciary of the Plan.  If, at any time, there is no appointed Plan
Administrator, the Employer shall be the Plan Administrator.  12.2         DUTIES:  The Plan
Administrator shall have the general responsibility for the administration of
the Plan and carrying out its provisions, including, but not by way of
limitation, the power to interpret and construe the Plan, and to determine the
validity of any claim for benefits under the Plan, and may establish rules for
the administration of the Plan and the transaction of its business.  Determinations on all questions arising out
of or in conjunction with the provisions of the Plan, not herein required to be
determined by another party, shall be made by the Plan Administrator, and any
such determination shall be conclusive and binding upon all persons having an
interest in or under this Plan.  The Plan Administrator shall
maintain accounts reflecting the fiscal transactions of the Plan.  The Plan Administrator shall prepare
annually a report showing in reasonable detail the assets and liabilities of
the Plan and setting forth a brief account of the operation of the Plan for the
preceding year.  The Plan Administrator shall
exercise its discretion in such a way as to avoid discrimination in favor of
officers, shareholder, or highly compensated Employees.  The Plan Administrator may
employ counsel and agents and such clerical, accounting and actuarial services
as it may require in carrying out the provisions of the Plan.  The Plan Administrator shall
have the power to delegate specific fiduciary responsibilities to Employees of
the Employer, or to other individuals, all of whom shall serve at the pleasure
of the Plan Administrator, and, if full time Employees of the Employer, without
compensation.  Any such person may
resign by delivering written notice of such resignation to the Plan
Administrator.  Vacancies created by
resignation, death, or other cause may be filled by the Plan Administrator or
the delegated responsibilities may be reabsorbed or redelegated by the Plan
Administrator.  12.3         CLAIMS PROCEDURE: 
Any person who believes that he is entitled to a benefit under the Plan
shall have the right to file with the Plan Administrator a written notice of
claim for such benefit.  Within 60 days after its
receipt of such written notice of claim, the Plan Administrator shall either
grant or deny such claim provided, however that any delay on the part of the
Plan Administrator in arriving at a decision shall not adversely affect
benefits payable under a granted claim. 
The Plan Administrator shall provide to each claimant whose claim for
benefits is denied a written notice setting forth in a manner calculated to be
understood by the claimant: the specific reasons for such denial; specific
reference to the pertinent Plan provisions on which the denial is based; a
description of any additional material or information necessary for the
claimant to perfect the claim and an explanation of why such material or
information is necessary; and an explanation of the Plans claim review
procedure.  Each claimant shall have the
right to appeal the denial of his claim to the Plan Administrator for a full
and fair review at any time within 75 days after the claimant received written
notice of such denial.  The Plan
Administrator shall thereby afford the claimant or his duly authorized
representative the opportunity (i) to review documents pertinent to the claim,
(ii) to submit issues and comments in writing, and (iii) to discuss such
documents and issues with the Plan Administrator.  The final decision of the Plan
Administrator shall be made promptly, and not later than 60 days after its
receipt from the claimant of a request for review unless circumstances beyond
the control of the Plan Administrator require an extension of time for
processing, in which case a decision shall be made as soon as possible but not
later than 120 days after receipt of a request for review.  Such decision shall be made in writing and
shall include specific reasons for the decision, written in a manner calculated
to be understood by the claimant, and specific references to pertinent Plan
provisions on which the decision is based.  12.4         ADMINISTRATION EXPENSES:     All
expenses incurred in establishing and maintaining the Plan shall be paid from
the Trust Fund, unless the Employer or Participating Employer, in its
discretion, elects to pay all or part of such expenses.  31 
   ARTICLE
XIII  TRUSTEE  13.1         ESTABLISHMENT AND ACCEPTANCE OF TRUST:  By executing the Adoption Agreement, the
Trustee accepts appointment as Trustee hereunder.  The Trustee agrees to hold in trust, manage and administer
contributions to the Trust, and the income or gain or loss therefrom, for the
purposes herein set forth.  The Trust is established for
the exclusive benefit of Participants and their Beneficiaries, and no part of
the Trust Fund, except such part as may be needed for expenses and taxes, shall
be used for, or diverted to, any other purpose prior to the satisfaction of all
liabilities under the Plan with respect to such person, except as provided in
Section 5.3. The trust year of the Trust Fund is the Plan Year.  13.2         CONTRIBUTIONS TO THE TRUST FUND:  The Trustee shall accept such contributions by and on behalf of
Participants as it may receive from time to time from the Participating
Employer.  All such contributions shall
be in cash, except as otherwise approved by the Trustee.  The Trustee shall have no duty to collect
any contribution or other sum from the Participating Employer, Plan
Administrator, Participants, or any other person.  13.3         CONTRIBUTION OF EXISTING QUALIFIED PLAN:  If at the time the Employer adopts the Plan,
it specifies in the Adoption Agreement that the Plan is to be substituted for
an existing plan that is qualified under Code Section 401(a), the Trustee shall
accept the assets of such plan from the trustee, custodian or insurer thereof,
in the form of cash, Mutual Funds Shares, Annuity Contracts, Policies, or any
other asset satisfactory to the Trustee.  13.4         POWERS AND DUTIES: 
The Trustee shall have all powers necessary for the performance of its
duties, including the power to execute such instruments as may be deemed
necessary or proper and including the following powers, all of which may be
exercised without order of or report to any court:  (a)           to
invest in Annuity Contracts, Mutual Fund Shares, Insurance Policies, stocks,
bonds, securities, investment company or trust shares, mortgages, notes,
accounts, deposits, or other investments offered by a bank, choses in action,
real estate, improvements thereon, and other property, including any such
property of the Employer;  (b)           to
sell, exchange, or otherwise dispose of any property at any time held or
acquired under this Trust, at public or private sale, for cash or on terms,
without advertisement, including the right to lease for any term
notwithstanding the period of this Trust;  (c)           to
transfer, at any time and from time to time, such part or all of the Trust Fund
as it shall deem advisable to any other trust which is qualified and exempt
under Code Section 401(a) and is maintained as a medium for the collective
investment of funds of pension, profit-sharing or other employee or
self-employed benefit trusts, and the Trustee may, thereafter, withdraw any
part or all of the Trust Fund so transferred to such other trust.  The provisions of any such trust shall be
deemed to be a part of this Trust;  (d)           to
hold cash in such amounts as may be in its opinion reasonable for the proper
operation of this Trust and to deposit any portion of the Trust Funds in
certificates of deposit, or in a bank account or accounts sel­ected by the
Trustee, including those of the Trustee, or a bank or similar financial
institution related to the Trustee.  Any
such account deposit shall bear a reasonable rate of interest;  (e)           to
make such investments as the Trustee in its discretion shall deem best without
regard to any law now or hereafter in force limiting the investments for
trustees or other fiduciaries;  (f)            to
pay premiums, interest, or other charges due and payable to acquire or maintain
any Annuity Contract or Insurance Policy held under the Trust, provided funds
for such payments are then available in the Trust; and to exercise all
ownership rights under such Annuity Contracts or Insurance Policies in
accordance with the terms of the Plan;  (g)           to
vote in person or by proxy any corporate stock or other security and to agree
to take any other action in regard to any reorganization, merger,
consolidation, liquidation, bankruptcy or other procedure or proceeding
affecting any stock, bond, note or other property;  (h)           to
compromise, settle and/or adjust any claim or demand by or against the Trust
and to agree to any rescission or modification of any contract or agreement
affecting such Trust;  (i)            to
the extent such activity doesnt violate ERISA, to borrow money, and to secure
the same by mortgaging, pledging and/or conveying any property of the Trust;  (j)            to
register any stock, bond or other security in the name of a nominee, without
the addition of words indicating that
such security is held in a fiduciary capacity; but accurate records shall be
maintained showing that such security is a Trust asset and the Trustee shall be
responsible for the acts of such nominee;  (k) To write covered call options on securities
held in the Trust Fund, and to engage in other transactions directly related to
such covered call options outstanding in the Trust Fund; and  32


(l)            to
delegate any administrative duties assigned to it under the Trust, with the
consent of the Plan Administrator, to any third party which shall act as the
agent of the Trustee.  13.5         LIMITED TRUSTEE RESPONSIBILITIES:  The Employer may appoint an Investment Manager or itself to
assume certain powers or responsibilities in the investment and management of
the Trust Fund.  The investment manager
or Employer shall assume full liability for all duties and powers assigned to
it and shall be subject to the fiduciary responsibilities of this Plan.  The Trustee shall not be liable for the acts
or omissions of the Investment Manager or Employer nor shall the Trustee be
under an obligation to manage any assets of the Plan that are subject to the
management of an Investment Manager or the Employer.  13.6         AUTHORIZED PERSONS: 
The Employer shall certify in writing to the Trustee the names and
signatures of the persons who are or shall act for the Plan Administrator,
Investment Manager, or Employer and the Trustee shall assume that such persons
continue to hold office until a new certificate is received from the Employer.  13.7         TAXES AND FEES:  The
Trustee shall charge the Trust Fund for any taxes paid by it which may be
imposed upon the Trust.  The annual service fees (if
any) of the Trustee shall be fixed in advance by agreement with the Employer,
but such agreement may be changed prospectively from time to time during the
year.  However, no Trustee who receives
fulltime pay from the Employer shall be compensated for his services as
a Trustee except for reimbursement of expenses properly and actually
incurred.  The Employer shall pay the
Trustee its fees and expenses.  If not
so paid, the Trustee shall withdraw its fees and expenses from the Trust Fund.  13.8         DISTRIBUTIONS:  The
Trustee shall make distributions from the Trust Fund in accordance with written
directions from the Plan Administrator. 
The Trustee may make any payments or distributions required to be made
by it hereunder by first class mail in a sealed envelope addressed to the
person to whom such payment or distribution is to be made, according to the
certification of the Plan Administrator. 
The Trustee shall not be required to make any investigation to determine
the identity or mailing address of any person entitled to benefits and shall be
entitled to withhold making payments or giving directions to the Insurer with
respect to the payment of benefits until the identity and mailing addresses of
persons entitled to benefits are properly certified to it including the
certification as to amount, payee, and other terns of payments.  The Trustee or the Plan Administrator may
direct the Insurer to make distributions directly from Plan assets held by the
Insurer.  13.9         TRUSTEE REPORTS: 
Within sixty (60) days following the close of the Plan Year or at such
other time or times as may be agreed upon, the Trustee will furnish the Plan
Administrator a written statement and report setting forth all investments, all
receipts and disbursements and all other financial transactions affecting the
Trust Fund since the date of the last such report.  Upon expiration of sixty (60) days from the date of mailing the
written statement and report, the Trustee shall be forever released and discharged
from any liability or accountability to anyone as respects its transactions,
except with respect to any transaction as to which the Plan Administrator
shall, within the sixty (60) day period, file its written disapproval, and
neither the Plan Administrator nor any other person shall have the right to
demand or be entitled to any further or different accounting by the Trustee.  13.10       DEALING WITH THE INSURER: 
The Trustee is hereby authorized to execute all necessary applications,
receipts, and releases to the Insurer. 
The Insurer shall be fully discharged from any and all liability for any
action taken by it upon the written direction of any one Trustee.  The Trustee shall have no responsibility for
the form, genuineness, validity, sufficiency or effect of any Insurance Policy
or Annuity Contract at any time included in the Trust, or for any action of the
Participating Employer, Plan Administrator, Employee, or other person which may
render such Policy or Contract void, or for the failure of any Insurer to pay
the proceeds of any such policy or contract as and when the same shall became
payable, or for any delay occasioned by reason of any provisions contained in
any such Policy or Contract, or for the refusal of the Insurer to take any
action requested by the Trustee, or if for any reason whatsoever (save for the
misconduct or neglect of an employee of the Trustee) any policy or contract
shall lapse or otherwise become uncollectible.  13.11       LIMITATION OF LIABILITY: 
The Trustee shall use the care, skill, prudence and diligence in the
exercise of its powers and the performance of its duties hereunder that a
prudent person, who is familiar with such matters, would use in the conduct of
an enterprise of a like character and with like aims under the prevailing
circumstances.  The Trustee may at any
time request instruction of the Employer, the Plan Administrator, Participant
or the investment manager, if any, as to any action relating to the Trust.  The Trustee shall not be liable for any
action taken or omitted on the instruction of the Employer, Participant, the
Plan Administrator, or the investment manager or in the absence of such
instructions, for the omission of any actions to which the Employer,
Participant, the Plan Administrator, or the Investment Manager, are required or
authorized to instruct it; or for any failure of contributions to meet pension
or other liabilities under this Plan and Trust.  The Trustee shall be protected in acting upon any notice,
resolution, order, certificate, opinion, telegram, or letter or other document
believed by the Trustee to be genuine and to have been signed by the proper
party or parties.  13.12       CO-TRUSTEES:  Any one
of the Trustees may sign any application, report, check, other instrument or
paper on behalf of all Trustees.  If one
or more Trustees die or resign, the remaining Trustee or Trustees shall
continue to administer this Trust until such time as the Employer appoints an
appropriate successor or successors; and the Plan Administrator shall resolve
any differences that may exist among an even number of Trustees in the interim
and its decision shall be binding on the Trustees.  33 
   13.13       TRUSTEE REMOVAL OR RESIGNATION:  The Trustee may resign at any time upon delivering to the
Employer a written notice of its intention to resign.  Such resignation shall be effective not less than 30 days after
the delivery thereof, unless such notice is waived by the Employer.  Any Trustee appointed hereunder
may be removed by the Employer.  Such
removal shall be effective at a date specified in the written notice to the
Trustee, which shall not be less than 30 days after the delivery of such
notice, unless such notice is waived by the Trustee.  In case of the resignation or
removal of the Trustee, the Trustee shall have the right to a settlement of its
accounts, which may be made at its option either: (1) by agreement of
settlement between the Trustee, the Employer and the Plan Administrator, or (2)
by judicial settlement in an action instituted by it in a court of competent
jurisdiction.  Upon such settlement, the
Trustee shall transfer to the successor trustee or to an Insurer the Trust Fund
as It may then be constituted and true copies of such of its records as relate
to the Trust; and shall execute all documents necessary for transferring the
assets of the Trust: and the Trustee shall thereupon be discharged from further
accountability for all matters embraced in its settlement.  The Employer agrees that it
will, upon its receipt or giving of notice of the resignation or removal of a
Trustee, forthwith appoint a successor Trustee.  Any successor Trustee so appointed may qualify as such by
executing, acknowledging, and delivering to the Employer and to the resigning
or removed Trustee any instrument accepting such appointment; and upon delivery
of the Trust assets, such successor, without further act, shall become vested
with all the estate, right, powers, discretion and duties of its predecessor
Trustee with like effect as if originally named as Trustee herein.  If no Trustee is appointed, the individual
signing the most recent Adoption Agreement on behalf of the Employer shall be
the Trustee.  34 
   ARTICLE
XIV  AMENDMENT,
MERGER, AND TERMINATION  14.1      AMENDMENT:  The Employer may amend the Adoption Agreement to change the
choice of any option in the Adoption Agreement, add overriding language in the
Adoption Agreement when such language is necessary to satisfy Section 415 or
Section 416 of the Code because of the required aggregation of multiple plans,
and add certain model amendments published by the Internal Revenue Service
which specifically provide that their adoption will not cause the Plan to he
treated as individually designed.  The
Employer shall promptly submit copies of the amendment to the Trustee, Plan
Administrator, and Insurer.  The
Trustee, Plan Administrator or Insurer shall not be on notice of the contents
thereof until a copy is actually received. 
If the Employer amends this Plan for any other reason (including a
waiver of the minimum funding requirement under Section 412(d) of the Code, or
the Employers Plan does not attain or retain qualification, or the Employer
chooses to discontinue participation in this Plan and does not substitute an
approved Master or Prototype Plan, the Employers Plan shall cease to be a
prototype plan and shall thereafter be considered to be an individually
designed plan.  Nationwide may amend any part
of the Plan and Trust without prior notice to the Employer or any person having
an interest in the Plan.  No amendment shall (a) increase
the duties or liabilities of the Trustee or Plan Administrator without their
written consent; (b) deprive any Participant or Beneficiary of any Accrued
Benefit or eliminate an optional form of benefit; (c) provide that Trust assets
be used for purposes other than for the exclusive benefit of Participants and
their Beneficiaries, or that Trust assets ever revert to or be used or enjoyed
by any Participating Employer; (d) retroactively deprive a Participant or a
Beneficiary of any Accrued Benefit; provided, however, that any amendment may
be made retroactive which is necessary to qualify this Plan and Trust as a
tax-exempt retirement plan. 
Notwithstanding the preceding sentence, a Participants Accrued Benefit
may be reduced to the extent permitted under Code Section 412(c)(8).
Furthermore, no amendment to the Plan shall have the effect of decreasing a
Participants vested interest determined without regard to such amendment as of
the later of the date such amendment is adopted or the date it becomes
effective.  If the Plans vesting Schedule
is amended, or the Plan is amended in any way that directly or indirectly
affects the computation of a Participants vested interest in his Accrued
Benefit, each Participant with at least 5 (3, beginning on the first Plan Year
on or after January 1, 1989) years of service (as computed under Code
Regulation 1.411(a)­8(b)(3)) may elect, within a period after the adoption of
the amendment, to have his vested interest computed under the Plan without
regard to such amendment.  The period
during which the election may be made shall commence with the date the
amendment is adopted and shall end 60 days after the amendment is effective, is
adopted, or the Participant is issued written notice of the amendment,
whichever is latest.  If the adoption of this Plan
constitutes an amendment and restatement of the Plan of the Employer, such
amendment and restatement shall not eliminate, to the extent accrued, an
optional form of benefit previously provided under the prior plan.  14.2      MERGER:  No merger or consolidation of this Plan
with, or transfer of its assets or liabilities to, any other plan, shall be
effected unless each Participant would receive a benefit immediately after the
merger, consolidation., or transfer, if the Plan was then terminated, which is
at least equal to the benefit he would have been entitled to receive had the
Plan terminated immediately before such merger, consolidation or transfer.  14.3      TERMINATION:  The Employer expects to continue the Plan
indefinitely but reserves the right to terminate or partially terminate the
Plan at any time.  In the event of
termination, partial termination, or the complete discontinuance of
contributions (in the case of a Plan in which Code Section 412 does not apply),
each Participant affected thereby shall automatically be 100% vested in his
Accrued Benefit.  The Plan Administrator
will direct the Trustee(s) to distribute all assets to Participants upon
termination of the Plan.  35 
   ARTICLE
XV  DOMESTIC RELATIONS ORDER  15.1        DEFINITIONS:  Domestic Relations Order or DRO means any judgment, decree,
or order (including approval of a property settlement agreement), issued by a
state court pursuant to a state domestic relations law, which provides for
child support, alimony, or marital property rights to an Alternate Payee.  Alternate Payee means a
Spouse, former Spouse, child or other dependent of a Participant who is recognized
by a DRO as having a right to receive a benefit under the Plan.  15.2        PROCEDURES:  The Plan Administrator shall provide written
notice to the Participant concerned and any Alternate Payee named that the DRO
was served on the Plan.  Such notices shall
be sent by mail, postage prepaid, to the addresses of the Participant and
Alternate Payee specified in the DRO (or the last known address of either if
the DRD does not include an address). A copy of this Procedure shall be
included with the notice, and any Alternate Payee shall be permitted to
designate a representative to receive copies of any additional notices to be
provided with respect to the DRO.  The Plan Administrator will
establish a separate interest bearing account in the Plan in which to segregate
all amounts which would be payable to the Alternate Payee pursuant to the DRO
during the period between the receipt of such order and a determination that
such order constitutes a Qualified Domestic Relations Order (QDRO). If it is
determined within 18 months that the DRO (including any modifications thereof)
is a QDRO, all sums held in the account shall be distributed to the Alternate
Payee according to the terms of the QDRO. 
If the DRO (including any modification thereof) is determined not to be
a QDRO, or no determination is made within 18 months from the date of receipt
of such DRO, the balance in the account shall be distributed pursuant to the
terms of the Plan or credited to the account of the Participant.  The Plan Administrator shall
determine whether the DRO constitutes a QDRO. 
Only an order which meets the following criteria shall constitute a
QDRO:  (a)            It specifies the name and last known
mailing address (if any) of the affected Participant and the name and mailing
address of each Alternate Payee;  (b)           It states the amount or percentage of
the Participants benefits to be paid by the Plan to each Alternate Payee, or
the manner in which such amount or percentage is to be determined;  (c)           It states the period for which it is
to apply (or the number of payments);  (d)           It specifies the Plan or Plans to
which it applies;  (e)           It does not provide a form of benefit
or options which are unavailable under the Plan, provided, however, that it may
require payments to an Alternate Payee prior to the Participants separation
from the service if:  (1)  the payment specified does not exceed that to
which the Participant would have been entitled had he retired on that date
taking into account only the present value of his Accrued Benefit (and not
considering any early retirement subsidy provided by the Plan); and  (2)  the payment form is a benefit option available
to the Participant under the Plan (other than a joint and survivor annuity for
the Alternate Payee and his or her subsequent spouse).  (f)                       It does not require the
Plan to provide an increased benefit; and  (g)           It does not provide for payment of
benefits to an Alternate Payee which are required, pursuant to a prior QDRO, to
be paid to another Alternate Payee.  Once the Plan Administrator has
made a determination pursuant to this procedure, notice shall be provided to
the Participant and Alternate Payee, or designated representative, in the
manner specified herein.  If the DRO is
determined to he a QDRO, the Plan Administrator shall comply with its terms in
making future distributions from the Plan.  36 
   ARTICLE XVI  DISCRIMINATION TESTING AND
OTHER ISSUES  16.1        MAXIMUM AMOUNT OF
SALARY DEFERRALS:  A Participants
Salary Deferral Contributions during any taxable year shall not exceed the
dollar limitation contained in Section 402(g) of the Code in effect at the
beginning of such taxable year.  16.2        DISTRIBUTION OF EXCESS
SALARY DEFERRALS:  If an excess Salary
Deferral Contribution was made for any taxable year, such contribution will be
distributed no later than the April 15th after the taxable year in which
allocated.  Prior to such distribution,
the Participant must make a claim in writing for such contribution by March
30th of the year after allocation.  Such
claim must state that if such amounts are not distributed, such amounts when
added to amounts deferred under other plans described in 401(k), 408(k) or
403(b) of the Code will exceed the limit set forth in 402(g) of the Code.  Such amounts described in Section 16.1 or
this Section shall be referred to as an excess Salary Deferral
Contribution.  The amount of any
distribution under this Section or Section 16.1 shall be adjusted by the income
or loss attributed to such excess Salary Deferral Contribution.  The income or loss allocable to excess
Salary Deferral Contributions for a taxable year is determined by multiplying
the income or loss for the taxable year allocable to Salary Deferral
Contributions by a fraction.  The
numerator of the fraction is the Participants excess Salary Deferral
Contributions for the prior taxable year. 
The denominator is the portion of the Participants Account attributable
to Salary Deferral Contributions as of the end of the prior taxable year
(without regard to any income or loss occurring during such taxable year). Such
amount shall be determined by multiplying 10% of the income or loss determined
above by the calendar months between the end of the Participants taxable year
and the date of distribution, counting the month of distribution if the
distribution occurs after the 15th of the month.  16.3         DISCRIMINATION TESTING FOR SALARY DEFERRAL CONTRIBUTIONS AND
AMOUNTS TREATED AS SALARY DEFERRAL CONTRIBUTIONS: The Average Actual Deferral
Percentage for Highly Compensated Employees for each Plan Year and the Average
Actual Deferral Percentage for Non-Highly Compensated Employees for the same
Plan Year must satisfy one of the following tests:  (a)     The Average Actual Deferral Percentage for
Participants who are Highly Compensated Employees for the Plan Year shall not
exceed the Average Actual Deferral Percentage for Participants who are
Non-Highly Compensated Employees for the Plan Year multiplied by 1.25; or  (b)     The Average Actual Deferral Percentage for
Participants who are Highly Compensated Employees for the Plan Year shall not
exceed the Average Actual Deferral Percentage for Participants who are
Non-Highly Compensated Employees for the Plan Year multiplied by 2.0, provided
that the Average Actual Deferral Percentage for Participants who are Highly
Compensated Employees does not exceed the Average Actual Deferral Percentage
for Participants who are Non-Highly Compensated Employees by more than two
percentage points.  16.4         SPECIAL RULES:  The Actual Deferral Percentage for any Participant
who is a Highly Compensated Employee for the Plan Year and who is eligible to
have Salary Deferral Contributions (and amounts treated as Salary Deferral
Contributions), allocated to his subaccounts under two or more arrangements
described in Section 401(k) of the Code that are maintained by the Employer
(other than Plans not required to be aggregated under regulation
1.401(k)-1(b)(5)(ii)) shall be determined as if such contributions were made
under a single arrangement.  If elected
in Exhibit 3, to the extent that Qualified Non-Elective and 100% Vested
Matching Contributions are treated under this Section as Salary Deferral
Contributions, all such contributions made during the Plan Year shall be
treated as Salary Deferral Contributions. 
If such arrangements have different Plan Years, all cash or deferred
arrangements ending with or within the same calendar year shall be treated as a
single arrangement.  In the event that this Plan
satisfies the requirements of Sections 401(k), 401(a)(4), or 410(b) of the Code
only If aggregated with one or more other plans, or if one or more other plans
satisfy the requirements of such sections of the Code only if aggregated with
this Plan, then this Section shall be applied by determining the Actual
Deferral Percentage of Employees as if all such plans were a single plan.  For Plan Years beginning after December 31,
1989, plans may be aggregated in order to satisfy Section 401(k) of the Code
only if they have the same Plan Year.  For purposes of determining the
Actual Deferral Percentage of a Participant who is a 5% owner or one of the ten
most highly paid Highly Compensated Employees, Salary Deferral Contributions,
amounts treated as Salary Deferral Contributions, and Compensation of such
Participant shall include the Salary Deferral Contributions, amounts treated as
Salary Deferral Contributions, and Compensation for the Plan Year of Family
Members (regardless of whether such Family Members are Highly Compensated
Employees). For Plan Years beginning on or after January 1, 1987, the Actual
Deferral Percentage of such Participant shall be the greater of the Actual
Deferral Percentage as calculated under the previous sentence or the Actual
Deferral Percentage calculated as combining the above amounts only for Highly Compensated
Employees who are Family Members. 
Family Members, with respect to such Highly Compensated Employees, shall
be disregarded as separate employees in determining the Actual Deferral
Percentage both for Participants who are Non-Highly Compensated Employees and
for Participants who are Highly Compensated Employees.  For purposes of this Section,
all Salary Deferral Contributions (and amounts treated as Salary Deferral
Contributions) must be made before the last day of the 12-month period
immediately following the Plan Year to which contributions relate.  37 
   The Employer shall maintain
records sufficient to demonstrate satisfaction of the test described in this
Section and the amount and source of contributions used in the test.  The determination and treatment
of contributions made above shall satisfy such other requirements as may be
prescribed by the Secretary of the Treasury.  16.5        DISTRIBUTION OF EXCESS
CONTRIBUTIONS:  Notwithstanding any
other provision of the Plan, Excess Contributions plus any income and minus any
loss allocable thereto, shall be distributed to the Participating Employer on
or before the 15th day of the third month following the end of each Plan Year
to which such contributions relate (without being subject to Section 16.11),
but in no event later than the last day of the Plan Year subsequent to the Plan
Year to which such excess relates.  Such
distributions shall be made to Highly Compensated Employees on the basis of the
respective portions of the Excess Contributions attributable to each of such
employees.  Excess Contributions shall
be allocated to Participants who are subject to the family member aggregation
rules of Section 414(g)(6) of the Code in the manner prescribed by the regulations.  The income or loss allocable to Excess
Contributions for a Plan Year is determined by multiplying the income or loss
for the Plan Year which is allocable to the portion of the Participants
Account attributable to Salary Deferral Contributions (and amounts treated as
Salary Deferral Contributions) by a fraction. 
The numerator of the fraction is the Participants excess Salary
Deferral Contributions (and amounts treated as Salary Deferral Contributions)
for the prior Plan Year.  The denominator
is the portion of the Participants Account attributable to Salary Deferral
Contributions (and amounts treated as Salary Deferral Contributions) as of the
end of the prior Plan Year (determined without regard to any income or loss
occurring during such Plan Year). Income or loss from the end of the Plan Year
to the date of distribution shall also be distributed.  Such amount shall be determined by
multiplying 10% of the income or loss determined above by the number of whole
calendar months between the end of the Plan Year and the date of distribution,
counting the month of distribution if distribution occurs after the 15th of
such month.  Such Excess Contributions
shall also be treated as Annual Additions under the Plan.  Such distributions are neither subject to
any tax on early withdrawals nor any spousal consent requirements set forth in
this Plan.  Amounts distributed under this
Section shall be made from the Participants Salary Deferral and 100% Vested
Matching subaccounts (to the extent such contributions were treated under
Section 16.3 for such Plan Year as Salary Deferral Contributions) in proportion
to the Participants Elective Deferrals and 100% Vested Matching Contributions
made for the Plan Year.  Excess
Contributions shall be distributed from the Participants Qualified
Non-Elective Contribution subaccount only to the extent that such Excess
Contributions exceed the balance in the Participants Salary Deferral and 100%
Vested Matching subaccounts.  For the purpose Section 16.3,
16.4, 16.5, and 16.9 the following definitions apply:  (a)     Actual Deferral Percentage or ADP shall
mean the ratio (expressed as a percentage, calculated separately, and effective
the first Plan Year beginning in 1989, to the nearest 1/100 of 1%) of Salary
Deferral Contributions and amounts treated as Salary Deferral Contributions on
behalf of a Participant (whether or not the Participant was employed for the
entire Plan Year) for the Plan Year (including amounts returned to Highly
Compensated Employees pursuant to Section 15.2) to the Participants
Compensation for the Plan Year.  The
Actual Deferral Percentage of an Employee who is eligible to, but does not make
a Salary Deferral Contribution, and who does not receive an allocation of a
Salary Deferral Contribution, is zero.  (b)     Average Actual Deferral Percentage shall
mean the average (expressed as a percentage and, effective the first Plan Year
beginning in 1989, to the nearest 1/100 of 1%) of the Actual Deferral
Percentages of the Participants in a group.  (c)     Excess Contribution shall mean, with
respect to any Plan Year for each Highly Compensated Employee, the excess of:  (1)    The amount of Salary Deferral Contributions
and amounts treated as Salary Deferral Contributions actually taken into
account with respect to a Highly Compensated Employee for such Plan Year in
computing the Average Actual Deferral Percentage, over;  (2)    The maximum amount of such contributions
permitted in computing the Average Actual Deferral Percentage for such Highly
Compensated Employees in order of the Actual Deferral Percentages, beginning
with the highest of such percentages until the Average Actual Deferral
Percentage test set forth in Section 16.3 is satisfied.  For the purpose of Sections
16.3. 16.4, and 16.5, 100% Vested Matching Contributions and Qualified
Non-Elective Contributions, if elected in Exhibit 3 of the Adoption Agreement,
will be treated as Salary Deferral Contributions.  If elected, all such contributions made during the Plan Year
shall be treated as Salary Deferral Contributions.  However, any contributions not considered under Section 16.3 must
be considered under Section 16.6. Salary Deferral Contributions may be excluded
under this Section and shall be applied in Section 16.6 providing the test set
forth in Section 16.3 is satisfied both with and without exclusion of these
contributions.  16.6         DISCRIMINATION
TESTINGMATCHING CONTRIBUTIONS. 
AMOUNTS TREATED AS MATCHING CONTRIBUTIONS, AND EMPLOYEE
CONTRIBUTIONS:  The Average Contribution
Percentage for Highly Compensated Employees for each Plan Year and the Average
Contribution Percentage for Non-Highly Compensated Employees for the same Plan
Year must satisfy one of the following tests:  38 
   (a)     The Average Contribution Percentage for
Participants who are Highly Compensated Employees for the Plan Year shall not
exceed, the Average Contribution Percentage for Participants who are Non-Highly
Compensated Employees for the Plan Year multiplied by 1.25; or  (b)     The Average Contribution Percentage for
Participants who are Highly Compensated Employees for the Plan Year shall not
exceed the Average Contribution Percentage for Participants who are Non-Highly
Compensated Employees for the Plan Year multiplied by two, provided that the
Average Contribution Percentage for Participants who are Highly Compensated
Employees does not exceed the Average Contribution Percentage for Participants
who are Non-Highly Compensated Employees by more than two percentage points.  16.7         SPECIAL RULES:  For purposes of this Section, the
Contribution Percentage for any Participant who is a Highly Compensated
Employee and who is eligible to make Employee Contributions, or to have
Matching Contributions and amounts treated as Matching Contributions allocated
to his account under two or more plans described in Section 401(a) of the Code,
or arrangements described in Section 401(k) of the Code, that are maintained by
the Employer (other than Plans not required to be aggregated under regulation
1.401(m)1(b)(4)(ii)), shall be determined as if the total of such
contributions were made under a single arrangement.  If elected in Exhibit 3, to the extent that 100% Vested Matching
Contribution or Qualified Non-Elective Contributions are treated as Matching
Contributions, all such contributions made for the Plan Year shall be treated
as Matching Contributions.  In the event that this Plan
satisfies the requirements of Section 410(b) of the Code only if aggregated
with one or more other plans, or if one or more other plans satisfy the
requirements of Section 410(b) of the Code only if aggregated with this Plan,
then this Section shall be applied by determining the Contribution Percentages
of Participants as if all such plans were a single plan.  For purposes of determining the
Contribution Percentage of a Participant who is a Highly Compensated Employee,
the Employee Contributions, Matching Contributions and amounts treated as
Matching Contributions, and Compensation of such Participant shall include the
Employee Contributions.  Matching
Contributions, amounts treated as Matching Contributions, and Compensation of
Family Members (regardless of whether such Family Members are Highly
Compensated Employees). For Plan Years beginning on and after January 1, 1987,
the Contribution Percentage of such Participant shall be the greater of the
Contribution Percentage as calculated under the previous sentence or the
Contribution Percentage calculated as combining the above amounts only for
Highly Compensated Employees who are Family Members.  Family Members, with respect to Highly Compensated Employees,
shall be disregarded as separate employees in determining the Actual Deferral
Percentage both for Participants who are Non-Highly Compensated Employees and
for Participants who are Highly Compensated Employees.  For purposes of this Section,
the Contribution Percentage for any Participant who is a Highly Compensated
Employee and who is eligible to have Contribution Percentage amounts allocated
to his Account under two or more plans described in Section 401(a) of the Code,
or arrangements described in Section 401(k) of the Code that are maintained by
the Employer, shall be determined as if the total of such Contribution
Percentage amounts was made under each plan. 
If a Highly Compensated Employee participates in two or more cash or
deferral arrangements that have different plan years, all cash or deferred
arrangements ending with or within the same calendar year shall be treated as a
single arrangement.  In the event that this Plan
satisfies the requirements of Sections 401(m), 401(a)(4) or 410(b) of the Code
only if aggregated with one or more other plans, or if one or more other plans
satisfy the requirements of such sections of the Code only if aggregated with
this Plan, then this Section shall be applied by determining the Contribution
Percentage of employees as if all such plans were a single plan.  For Plan Years beginning after December 31,
1989, plans may be aggregated in order to satisfy Section 401(m) of the Code
only if they have the same Plan Year.  For purposes of determining the
Contribution Percentage of a Participant who is a 5% owner or one of the ten
most highlypaid Highly Compensated Employees, the Contribution
Percentage amounts and Compensation of such Participant shall include the
Contribution Percentage amounts and Compensation for the Plan Year of family
members (as defined in Section 414(q)(6) of the Code). Family members, with
respect to Highly Compensated Employees, shall be disregarded as separate
Employees in determining the Contribution Percentage both for Participants who
are Non-Highly Compensated Employees and for Participants who are Highly
Compensated Employees.  For purposes of determining the
Contribution Percentage test, Employee Contributions are considered to have
been made in the Plan Year in which contributed to the trust.  Matching Contributions and Qualified
Non-Elective Contributions will be considered made for a Plan Year if made no
later than the end of the 12month period beginning on the day after the
close of the Plan Year.  The Employer shall maintain
records sufficient to demonstrate satisfaction of the ACP test and the amount
of Qualified Non-Elective Contributions or 100% Vested Matching Contributions,
or both, used in such test.  The determination and treatment
of the Contribution Percentage of any Participant shall satisfy such other
requirements as may be prescribed by the Secretary of the Treasury.  16.8         DISTRIBUTION OF EXCESS AGGREGATE CONTRIBUTIONS:  Notwithstanding any other provision of this
Plan.  Excess Aggregate Contributions,
plus any income and minus any loss allocable thereto, shall (if required) be
distributed on or before the 15th day of the third month following the end of
the Plan Year in which such contribution relates (without being subject to
Section 16.11). but in no event later than the last day of the Plan Year
subsequent to the Plan Year in which such contributions relate.  Such Excess Aggregate Contributions shall be
allocated to Participants who are  39 
   subject to the family member
aggregation rules of Section 414(g)(6) of the Code in the manner prescribed by
the regulations.  Prior to the
distribution or forfeiture of Excess Aggregate Contributions, Matching Contributions
for which the corresponding Salary Deferral Contribution has been returned
pursuant to Section 16.2, 16.3, or this Section, shall be treated as a
forfeiture and used to reduce the next Participating Employer Contribution.  Employee Contributions which are considered
Excess Aggregate Contributions shall be distributed by the Trustee to the Parti­cipant.  Remaining nonvested Excess Aggregate
Contributions shall be treated as a forfeiture and used to reduce the next
Participating Employer Contribution.  Remaining
Vested Excess Aggregate Contributions shall be distributed to affected Highly
Compensated Employees and Family Members. 
The income or loss allocable to Excess Aggregate Contributions for a
Plan Year is determined by multiplying the income or loss for the Plan Year
which is allocable to the portion of the Participants Account attributable to
Matching and Employee Contributions (and amounts treated as . Matching
Contributions) by a fraction.  The
numerator of the fraction is the Participants Excess Aggregate Contri­butions
for the Plan Year.  The denominator is
the portion of the Participants Account attributable to Excess Aggregate
Contributions (and amounts treated as Matching Contributions) as of the end of
the Plan Year (without regard to any income or loss occurring during such Plan
Year). Income or loss from the end of the Plan Year to the date of distribution
shall also be distributed.  Such amount
shall be determined by multiplying by 10% the amount determined above by the
number of whole calendar months between the end of the Plan Year and the date
of distribution, counting the month of distribution if the distribution occurs
after the 15th of such month.  Excess
Aggregate Contributions shall be treated as Annual Additions under the Plan.  Amounts distributable under
this Section shall be made from the Participants subaccount attributable to
Employee Contributions, Non100% Vested Matching Contributions, or if
considered under Section 16.6 for the Plan Year.  Qualified Non-Elective, 100% Vested Matching or Salary Deferral
Contributions, first from any unmatched Employee Contributions, and then in
proportion to such remaining contributions for the Plan Year.  The determination of the Excess
Aggregate Contributions shall be made after first determining the excess Salary
Deferral Contributions, and then determining the Excess Contributions.  For purposes of Section
16.6.16.7, 16.8, and 16.9 the following definitions shall apply:  (a)      Average Contribution Percentage or ACP
shall mean the average (expressed as a percentage and calculated separately far
each Participant, and effective the first Plan Year beginning in 1989, to the
nearest 1/100 of 1%) of the Contribution Percentages of the Participants in a
group.  (b)      Contribution Percentage shall mean the
ratio (expressed as a percentage, and effective the first Plan Year beginning
in 1989, to the nearest 1/100 of 1%) of the sum of the Employee Contributions
and Non100% Vested Matching Contributions under the Plan on behalf of
the Participant (whether or not he was employed for the entire Plan Year) for
the Plan Year to the Participants Compensation far the Plan Year.  Such Contribution Percentage amounts shall
include forfeitures of Excess Aggregate Contributions or Matching Contributions
allocated to the Participants Account which shall be taken into account in the
year in which such forfeiture is allocated.  (c)      Excess Aggregate Contributions shall
mean, with respect to any Plan Year, the excess of:  (1)    The aggregate Employee Contributions.  Non100% Vested Matching
Contributions, and amounts treated as Non100% Vested Matching
Contributions, taken into account in computing the numerator of the
Contribution Percentage of each Highly Compensated Employee for such Plan Year,
over  (2)    The maximum amount of such contributions
permitted by the Average Contribution Percentage test set forth in Section 16.6
for such Highly Compensated Employee (determined by reducing contributions made
on behalf of Highly Compensated Employees in order of their Contribution
Percentages beginning with the highest of such percentages until the Average
Contribution Percentage test is set forth in Section 16.6 is satisfied).  For the purpose of Section
16.6, 16.7, and 16.8. Qualified Non-Elective Contributions and 100% Vested
Matching Contributions, provided such an election is made in Exhibit 3, will be
treated as Matching Contributions. 
However, any contributions considered under Section 16.3 may not be
considered under Section 16.6. The Employer also may elect to use Salary
Deferral Contributions in the Contribution Percentage amounts so long as the
ADP test is met before the deferrals are used in the ACP test and continues to
be met following the exclusion of those deferrals that are used to meet the ACP
test.  16.9        MULTIPLE USE
DISCRIMINATION TEST:  Notwithstanding
any other provision of this Plan, effective the first Plan Year beginning in
1989, this Plan shall comply with regulation 1.401(m)2 of the Code.  For the purpose of the
discrimination test set forth in this Section. 
Salary Deferral Contributions may only be used to satisfy the
discrimination test set forth to Section 16.6 to the extent necessary to meet
the discrimination test set forth in Section 16.6, and only if such remaining
Salary Deferral Contributions meet the discrimination test set forth in Section
16.3. This test shall be performed after the return of contributions set forth
in Section 16.2, 16.5, and 16.8.  If one or more Highly
Compensated Employees participate in both a cash or deferred arrangement and a
plan subject to the ACP test maintained by the Employer and the sum of the ADP
and ACP of those Highly Compensated Employees subject to either or both tests
exceeds the Aggregate Limit, then the ACP of those Highly Compensated Employees
who also  40 
   participate in a cash or
deferred arrangement will be reduced (beginning with such Highly Compensated
Employee whose ACP is the highest) so that the limit is not exceeded.  The amount by which each Highly Compensated
Employees Contribution Percentage amounts is reduced shall be treated as an
Excess Aggregate Contribution.  The ADP
and ACP of the Highly Compensated Employees are determined after any corrections
required to meet the ADP and ACP tests. 
Multiple use does not occur if both the ADP and ACP of the Highly
Compensated Employees does not exceed 1.25 multiplied by the ADP and ACP of the
Non-Highly Compensated Employees.  16.10       DEFINITIONS:  For the
purpose of this Article, and as otherwise required under the terms of this
Plan:  Adjustment Factor shall mean
the cost of living factor prescribed by the Secretary of the Treasury under
Section 415(d) of the Code for years beginning after December 31, 1987, as
applied to such items and in such manner as the Secretary shall provide.  Aggregate Limit shall mean
the sum of (i) 125% of the greater of the ADP of the Non-Highly Compensated
Employees for the Plan Year or the ACP of Non-Highly Compensated Employees
under the Plan subject to Code Section 401(m) for the Plan Year beginning with
or within the Plan Year in the cash or deferred arrangement and (ii) the lesser
of 200% or two plus the lesser of such ADP or ACP.  Family Member shall mean an
individual described in Section 414(q)(6)(B) of the Code.  Highly Compensated Employee
shall include highly compensated active employees and highly compensated former
employees.  A highly compensated active
employee includes any Employee who performs service for the Employer during the
determination year and who, during the lookback year: (i) received
compensation from the Employer in excess of $75,000 (as adjusted pursuant to
Section 415(d) of the Code); (ii) received compensation from the Employer in
excess of $50.000 (as adjusted pursuant to Section 415(d) of the Code) and was
a member of the toppaid group for such year; or (iii) was an officer of
the Employer and received compensation during such year that is greater than
50% of the dollar limitation in effect under Section 415(b)(1)(A) of the
Code.  The term highly compensated
active employee also includes: (i) employees who are both described in the
preceding sentence if the term determination year is substituted for the term
lookback year and the Employee is one of the 100 employees who received
the most compensation from the Employer during the determination year; and (ii)
employees who are 5% owners at any time during the lookback year or
determination year.  If no officer has satisfied the
compensation requirement of (iii) above during either a determination year or
lookback year, the highest paid officer for such year shall be treated
as a Highly Compensated Employee.  For this purpose, the
determination year shall be the Plan Year. 
The lookback year shall be the 12month period immediately
preceding the determination year.  A highly compensated former
employee includes any Employee who separated from service (or was deemed to
have separated) prior to the determination year, performs no service for the
Employer during the determination year, and was a highly compensated active
employee for either the separation year or any determination year ending on or
after the employees 55th birthday.  If an Employee is, during a
determination year or lookback year, a family member of either a 5% owner
who is an active or former employee or a highly compensated employee who is one
of the 10 most highly compensated employees ranked on the basis of compensation
paid by the Employer during such year, then the family meter and the 5% owner
or topten highly compensated employee shall be aggregated.  In such case, the family member and 5% owner
or topten highly compensated employee shall be treated as a single
employee receiving compensation and plan contributions or benefits equal to the
sum of such compensation and contributions or benefits of the family member and
5% owner or topten highly compensated employee.  For purposes of this Section, family member
includes the spouse, lineal ascendants and descendants of the employee or
former employee and the spouses of such lineal ascendants and descendants.  The determination of who is a
highly compensated employee, including the determinations of the number and
identity of employees in the toppaid group, the top 100 employees, the
number of employees treated as officers and the compensation that is
considered, will be made in accordance with Section 414(g) of the Code and the
regulations thereunder.  Non-Highly Compensated
Employee shall mean an Employee of the Employer who is neither a Highly
Compensated Employee nor a Family Meter.  16.11       EXCISE TAX:  The
Employer shall be liable for a 10% excise tax which is imposed on any Excess
Contributions or Excess Aggregate Contribution which is part of the Plan for a
Plan Year ending in a taxable year of the Employer.  No tax shall be imposed under this Section if the Excess
Contribution and the Excess Aggregate Contribution is distributed, or if
permitted by the Plan, forfeited, within two and onehalf months of the
following Plan Year.  41 
   ARTICLE
XVII  MISCELLANEOUS  17.1         EMPLOYMENT
RIGHTS:  No provision of this Plan shall
be deemed to give any Employee the right to be retained in the service of his
Employer or to interfere with the right of the Employer to discharge an
Employee at any time.  17.2         NOTICES:  Whenever provision is made in the Plan that
a Participant may exercise any option or election or designate any Beneficiary,
the action of such Participant shall be evidenced by a written notice signed by
the Participant and delivered to the Plan Administrator in person or by
mail.  If a form is furnished by the
Plan Administrator for such purpose, a Participant shall give written notice of
his exercise of any option or election or of his designation of any Beneficiary
on the form provided for such purpose. 
Written notice shall not be effective until received by the Plan
Administrator.  17.3         OWNER-EMPLOYEE
PROVISIONS:  If this Plan provides
contributions or benefits for one or more Owner-Employees who control both the
business for which this Plan is established and one or more other trades or
businesses, this Plan and the plan established for other trades or businesses
must, when looked at as a single plan, satisfy Code Sections 401(a) and (d) for
the employees of this and all other trades or businesses.  If the Plan provides
contributions or benefits for one or more Owner-Employees who control one or
more other trades or businesses, the employees of the other trades or
businesses must be included in a plan which satisfies Code Sections 401(a) and
(d) and which provides contributions and benefits not less favorable than
provided for Owner-Employees under this Plan.  If a Participant is covered as
an Owner-Employee under the plans of two or more trades or businesses which are
not con­trolled and the Participant controls a trade or business, then the
contributions or benefits of the employees under the plan of the trades or
businesses which are controlled mist be as favorable as those provided for him
under the most favorable plan of the trade or business which is not controlled.  For purposes of the preceding
paragraphs, an Owner-Employee, or two or more Owner-Employees, will be
considered to control a trade or business if the Owner-Employee, or two or more
Owner-Employees together:  (a)      own the entire interest in an
unincorporated trade or business, or  (b)      in the case of a partnership, own more
than 50% of either the capital interest or the profits interest in the
partnership.  For purposes of the preceding
sentence, an Owner-Employee, or two or more Owner-Employees shall be treated as
owning any interest in a partnership which is owned, directly or indirectly, by
a partnership which such Owner-Employee, or such two or more Owner-Employees,
are considered to control within the meaning of the preceding sentence.  17.4       SPENDTHRIFT
PROVISION:  All benefits payable under
the Plan shall be exempt from the claims of, and shall not be subject to
attachment, garnishment or other legal process by any creditor of such
Participant, his Beneficiary, or his spouse, and shall not be subject to
alienation, assignment, pledge or encumbrance, either voluntarily or
involuntarily by any such person.  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 any Domestic
Relations Order, unless such order is determined, pursuant to procedures set
forth in Article XVI, to be a qualified domestic relations order, as defined in
Section 414(p) of the Code, or any domestic relations order entered before
January 1, 1985.  17.5       COMPETENCY:  If any person due a benefit hereunder is, in
the judgement of the Plan Administrator, incapable of personally receiving or
receipting for any payment due hereunder, payment may be made to the guardian
or legal representative of such person, or to such other person or institution,
who, in the opinion of the Plan Administrator is then maintaining or has
custody of such person.  Such payment
shall constitute a full discharge of the liability of the Plan with respect to
such person.  17.6        MISSING PERSONS:  Notwithstanding any provision in this Plan
and Trust to the contrary, if the Plan Administrator is unable to locate any
former Participant or Beneficiary who is entitled to benefits under this Plan
within three years of the date he first becomes entitled to a distribution from
the Trust, any amounts being held on his behalf shall be forfeited and used to
reduce the Participating Employers current or next succeeding contribution.  The Plan Administrator shall proceed with
due diligence in attempting to locate any former Participant or
Beneficiary.  No forfeiture shall occur
until the Plan Administrator has mailed the former Participant or Beneficiary a
notice ad­vising him of his benefits and the provisions of this Section to his
last known address, via U.S. Mail Postage prepaid, return receipt
requested.  If the former Participant or
Beneficiary is located subsequent to such forfeiture, the Participating
Employer shall reinstate the forfeited amount to the former Participants or
Beneficiarys Account, and shall distribute the value of the Account to him in
accordance with the Plan.  17.7        CONTROLLED GROUPS AND
AFFILIATED SERVICE GROUPS:  Except as
provided in Article VII, all employees of all corporations which are members of
a controlled group of corporations (as defined in Code Section 414(b)) and all
employees of all trades or businesses (whether or not incorporated) which are
under common control (as defined in Code Section 414(c)) will be treated as
employed by a single employer.  All
employees of all members of an affiliated service group (as defined in Code
Section 414(m)) will he treated as employed by a single employer.  42 
   17.8          LEASED
EMPLOYEES:  Any leased employee shall be
treated as an employee of the recipient employer, however, contributions or
benefits provided by the leasing organization which are attributable to
services performed for the recipient employer shall be treated as provided by
the recipient employer.  The preceding
sentence shall not apply to any leased employee if such employees do not
constitute more than 20% of the recipient employers workforce, and all
employees of the leasing organization other than those employees who perform
substantially all these services for the leasing organization or earn under
$1,000 during the Plan Year and 3 Prior Plan Years are covered by a money
purchase pension plan providing: (a) a nonintegrated employer contribution rate
of at least 10% of compensation allocated to such Employee regardless of the
number of hours worked, (b) immediate participation, and (c) full and immediate
vesting.  For purposes of this
paragraph, the term leased employee means any person (other than an Employee
of the recipient) who pursuant to an agreement between the recipient and any
other person (leasing organization) has performed services for the recipient
(or for the employer and related persons determined in accordance with Code Section
414(n)(6)) on a substantially full time basis for a period of at least one year
and such services are of a type historically performed by employees in the
business field of the recipient employer.  17.9          CONSTRUCTION:  The Plan and Trust has been established with
the intent that it shall be a qualified plan under Code Sections 401(a) and
401(k) and the Trust tax-exempt under Code Section 501(a). All terms and
provisions contained herein shall be interpreted, wherever possible, so as to
be in compliance with the requirements for such qualification and exemption.  In case any provisions of the
Plan and Trust are determined to be illegal or invalid for any reason, such
determination shall not affect the remaining provisions of the Plan and Trust,
and the Plan and Trust will be construed and enforced as if said illegal or
invalid provision had never been included herein.  17.10        GOVERNING LAW:  This Plan and Trust shall be construed,
administered, and enforced according to the laws of the State of the Employers
principal place of business, except to the extent superseded by Federal Law.  17.11        FAILURE OF
QUALIFICATION:  If the Employers Plan
fails to attain or retain qualification, such Plan will no longer participate
in the prototype plan and will be considered an individually designed plan.  17.12        GENDER AND
NUMBER:  The masculine gender shall
Include the feminine and the singular shall include the plural.  17.13        EFFECTIVE DATE:  No provision of the Tax Reform Act of 1986,
shall have an effective date prior to its statutory effective date.  No provision of this Plan shall apply to a
governmental Employer if not applicable by law to such employer.  17.14        PLANTOPLAN TRANSFERS:  The Trustee(s) of this Plan may receive from
or transfer to another plan any or all assets of a Participant.  17.15        ADDITIONAL
PARTICIPATION REQUIREMENT:  The
Participating Employers Plan established herein must benefit the lesser of 50
Employees of the Employer, or 40% or more of all Employees of the Employer.  Such a determination shall be made in
accordance with the requirements of Code Section 401(a)(26) and the regulations
thereunder.  43