OPTEK TECHNOLOGY 401(K) PLAN 
                   as amended and restated 
             effective October 1, 1996 
                                                            
PREAMBLE 
                
                
The  purpose  of  this  Plan  and  Trust is to provide, in
accordance with its provisions, a defined 
 
               contribution plan providing retirement and  other 
related  benefits  for  those  Employees  of  the 
 
               Employer who  are  eligible  to  participate 
hereunder.   This document is a complete amendment and 
 
               restatement of the Optek Technology 401(k) Plan,
which was originally effective as of May 1, 1985.  
 
                
 
               It is intended that the Plan qualify for approval
under Sections 401 and  410  through  417  of  the 
 
               Internal Revenue  Code.  It is intended that the
Trust qualify for approval under Section 501 of the 
 
               Code.  It is further intended that the Plan comply
with the provisions of  the  Employee  Retirement 
 
               Income Security  Act  of  1974 (ERISA).  In case of
any ambiguity in the Plan's language, it will be 
 
               interpreted to accomplish the Plan's intent of
qualifying under the Code and complying with ERISA.  
 
                
 
               This  Plan  and  Trust  is  exclusively  for  the 
benefit  of  the  eligible  Employees  and  their 
 
               Beneficiaries.  Neither the Employer, the Plan
Administrator nor the Trustee will apply or interpret 
 
               the  terms  of  the  Plan  in  any manner that
permits discrimination in favor of Highly Compensated 
 
               Employees.  All Employees under similar
circumstances will be treated alike.  
 
                
 
               The undersigned Employer and Trustee hereby adopt
this restatement of the  Optek  Technology  401(k) 
 
               Plan to be effective as of October 1, 1996.  
                                                                  
                                                 
      TABLE OF CONTENTS 
                                                                  
     
 
               ARTICLE 1  - DEFINITIONS                           
                                         1-1 
 
               ARTICLE 2  - PARTICIPATION                         
                                         2-1 
 
               ARTICLE 3  - PARTICIPANT ACCOUNTS                  
                                         3-1 
 
               ARTICLE 4  - ACCOUNTING AND VALUATION              
                                         4-1 
 
               ARTICLE 5  - RETIREMENT BENEFITS                   
                                         5-1 
 
               ARTICLE 6  - DEATH BENEFIT                         
                                         6-1 
 
               ARTICLE 7  - LIMITATIONS ON BENEFITS               
                                         7-1 
 
               ARTICLE 8  - MISCELLANEOUS                         
                                         8-1 
 
               ARTICLE 9  - ADMINISTRATION                        
                                         9-1 
 
               ARTICLE 10 - AMENDMENT OR TERMINATION OF PLAN      
                                        10-1 
 
               ARTICLE 11 - TRUSTEE AND TRUST FUND                
                                        11-1 

                                                           
ARTICLE 1 
 
                                                          
DEFINITIONS 
 
               As used in this document, unless otherwise defined
or required by the context, the following terms 
               have the meanings set forth in this Article 1.  Some
of the terms used in this document are not 
               defined in Article 1, but for convenience are
defined as they are introduced in the text.  
                
               1.01 uAccount 
                     Account means a separate account maintained
for each Participant reflecting applicable 
                     contributions, applicable forfeitures,
investment income (loss) allocated to the account and 
                     distributions.  
                
               1.02  Accounting Date, Valuation Date 
                     The term Accounting Date means the last day of
each Accounting Period and any other days 
                     within the Accounting Period upon which,
consistent with established methods and guidelines, 
                     the Plan Administrator applies the accounting
procedures specified in Section 4.02.  The term 
                     Valuation Date, unless otherwise specified,
means any business day on which the New York Stock 
                     Exchange is open.  
                
               1.03  Accounting Period 
                     Accounting Period means each of the 3-month
periods which end on March 31st, June 30th, 
                     September 30th and December 31st.  
                
               1.04  Accrued Benefit 
                     A Participant's Accrued Benefit means the
total value, as of a given date, of his Accounts 
                     determined as of the Valuation Date
immediately preceding the date of determination.  A 
                     Participant's Accrued Benefit will not be
reduced solely on account of any increase in the 
                     Participant's age or service or on account of
an amendment to the Plan.  
                
                     A Participant's Vested Accrued Benefit is
equal to his Vested Percentage of that portion of 
                     his Accrued Benefit which is subject to the
Vesting Schedule plus 100% of the remaining 
                     portion of his Accrued Benefit.  
                
               1.05  Beneficiary 
                     Beneficiary means the person, persons, trust
or other entity who is designated to receive any 
                     amount payable upon the death of a
Participant.  
                
               1.06  ~uCash-Out Distribution~w 
                     Cash-Out Distribution means, as described in
Article 5, a distribution to a Participant upon 
                     termination of employment of his Vested
Accrued Benefit.  
                
               1.07  Code and ERISA 
                     Code means the Internal Revenue Code of 1986,
as it may be amended from time to time, and all 
                     regulations issued thereunder.  Reference to
a section of the Code includes that section and 
                     any comparable section or sections of any
future legislation that amends, supplements or 
                     supersedes such section and any regulations
issued thereunder.  
                      
                     ERISA means Public Law No.  93-406, the
Employee Retirement Income Security Act of 1974, as it 
                     may be amended from time to time, and all
regulations issued thereunder.  Reference to a 
                     section of ERISA includes that section and any
comparable section or sections of any future 
                     legislation that amends, supplements or
supersedes such section and any regulations issued 
                     thereunder.  
                
                                                               1-1 
                                                
                                                 
               1.08  Compensation 
                     Except where otherwise specifically provided
in this Plan, Compensation means Aggregate 
                     Compensation as defined in Section 7.03(a).  
                
                     Compensation also includes any amounts
contributed by the Employer or any Related Employer on 
                     behalf of any Employee pursuant to a salary
reduction agreement which are not includable in 
                     the gross income of the Employee due to Code
Section 125, 402(e)(3), 402(h) or 403(b).  
                
                     Notwithstanding the foregoing, for all
purposes under this Plan, Compensation in excess of the 
                     Statutory Compensation Limit will be
disregarded.  For purposes of applying this compensation 
                     limit, a Family Member of a Highly Compensated
Employee is subject to the single aggregate 
                     compensation limit imposed on the Highly
Compensated Employee if the Family Member is either 
                     the Employee's spouse or is a lineal
descendant who has not attained the age of 19 by the end 
                     of the Plan Year.  
                      
                     Statutory Compensation Limit means $150,000
($200,000 for Plan Years beginning before 1994), 
                     as adjusted in accordance with Code Section
401(a)(17)(B).  
                
               1.09  ~uEffective Date~w 
                     The Effective Date of the Plan is May 1, 1985. 

                
                     Except as specified elsewhere in this
document, the effective date of this restatement of the 
                     Plan is October 1, 1996.  
                      
                     Sections 1.08, 1.12, 1.18, 1.32, 1.33, 1.36,
and Article 7 are effective January 1, 1987.  
                      
                     Section 4.05 is effective January 1, 1987.  
                
               1.10  Eligible Employee Classification 
                     An Eligible Employee Classification is a
classification of Employees, the members of which are 
                     eligible to participate in the Plan.  The Plan
covers all employee classifications except 
                     Leased Employees.  
                
               1.11  Eligible Participant 
                     An Eligible Participant is a Participant who
is eligible to share in the allocation of a given 
                     Employer contribution; Eligible Participant
means any Participant who: 
                               
                           *  is actively employed on the last
day of the Plan Year; or 
                               
                           *  retires, dies or becomes disabled
during the Plan Year. 
                
               1.12  Employee 
                
                     (a) In General 
                         An Employee is any person who is employed
by the Employer or a Participating Employer.  
                
                     (b) Leased Employee 
                         A Leased Employee means any person who,
pursuant to an agreement between the Employer or 
                         any Related Employer ("Recipient
Employer") and any other person ("leasing organization"), 
                         has performed services for the Recipient
Employer 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.  
                          
                         Any Leased Employee will be treated as an
Employee of the Recipient Employer; however, 
 
 
                                                               1-2 
                                                 
                         contributions or benefits provided by the
leasing organization which are attributable to 
                         the services performed for the Recipient
Employer will be treated as provided by the 
                         Recipient Employer.  If all Leased
Employees constitute less than 20% of the Employer's 
                         non-highly-compensated work force within
the meaning of Code Section 414(n)(1)(C)(ii), 
                         then the preceding sentence will not apply
to any Leased Employee if such Employee is 
                         covered by a money purchase pension plan
("Safe Harbor Plan") which provides: (1) a 
                         nonintegrated employer contribution rate
of at least 10% of compensation, (2) immediate 
                         participation, and (3) full and immediate
vesting.  
                          
                         Years of Service for purposes of
eligibility to participate in the Plan and Years of 
                         Service for purposes of determining a
Participant's Vested Percentage include service by 
                         an Employee as a Leased Employee.  
                
               1.13  Employer 
                     The Employer and Plan Sponsor is Optek
Technology, Inc.  A Participating Employer is any 
                     organization which has adopted this Plan and
Trust in accordance with Section 8.07.  
                
                     The term Predecessor Employer means any prior
employer to which the Employer is the successor, 
                     including any Predecessor Employer for which
the Employer maintains the obligations of a 
                     Predecessor Plan established by the
Predecessor Employer.  Service with a Predecessor Employer 
                     will be included as Service with the Employer
for all purposes under this Plan.  
                
               1.14  ~uEmployment Commencement Date~w 
                     The date an Employee first performs an Hour of
Service for the Employer is his Employment 
                     Commencement Date.  
                
               1.15  Entry Date 
                     Entry Date means the first day of the month
which coincides with or next follows the date upon 
                     which the eligibility requirements are met.  
                
               1.16  Fiscal Year 
                     Fiscal Year means the taxable year of the Plan
Sponsor.  The Fiscal Year of the Plan Sponsor 
                     is the 12 month period beginning October 1 and
ending September 30.  
                
               1.17  Forfeiture 
                     The term Forfeiture refers to that portion, if
any, of a Participant's Accrued Benefit which 
                     is in excess of his Vested Accrued Benefit
following the termination of the Participant's 
                     employment.  
                      
                     A Forfeiture is considered to occur as of the
earlier of (a) the date of the occurrence of the 
                     fifth of 5 consecutive One Year
Breaks-in-Service or (b) the date a Cash-Out Distribution 
                     occurs in accordance with the provisions of
Article 5.  
                
               1.18  Highly Compensated Definitions 
                
                     (a) Compensation 
                         For purposes of this Section, Compensation
means Aggregate Compensation as defined in 
                         Section 7.03(a) plus amounts contributed
by the Employer pursuant to a salary reduction 
                         agreement which are excludable from the
gross income of the Employee under Code Section 
                         125, 402(e)(3), 402(h) or 403(b). 
Compensation in excess of the Statutory Compensation 
                         Limit will be disregarded.  
                          
 
                                                               1-3 
                                                 
                     (b) Determination Year 
                         Determination Year means the Plan Year for
which the determination of who is Highly 
                         Compensated is being made.  
                          
                     (c) Family Member 
                         Family Member means an Employee who is the
spouse, a lineal ascendant or descendant, or 
                         the spouse of a lineal ascendant or
descendant of: 
                          
                           * a 5-percent owner (within the meaning
of Code Section 416(i)) of the Employer or any 
                             Related Employer 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 the Determination 
                             Year or the Lookback Year.  
                            
                         For purposes of this Section, the Family
Member and the Highly Compensated Employee will 
                         be considered one Employee.  A Family
Member's Compensation and benefits will be 
                         aggregated with those of the Highly
Compensated Employee irrespective of whether the 
                         Family Member would otherwise be treated
as a Highly-Compensated Employee or is in a 
                         category of Employees which may be
excluded in determining the number of Employees in the 
                         Top-Paid Group.  
                          
                         If an Employee is required to be
aggregated as a member of more than one family group, all 
                         eligible employees who are members of
those family groups which include that employee will 
                         be aggregated as one family group.  
                          
                         For purposes of applying the compensation
limit under Code Section 401(a)(17), a Family 
                         Member is subject to the single aggregate
compensation limit imposed on the Highly 
                         Compensated Employee if the Family Member
is either the Employee's spouse or is a lineal 
                         descendant who has not attained the age of
19 by the end of the Plan Year.  
                          
                     (d) Highly Compensated Employee 
                         Highly Compensated Employee means any
individual who is a Highly Compensated Active 
                         Employee or a Highly Compensated Former
Employee within the meaning of Code Section 414(q) 
                         and the regulations thereunder.  
                          
                     (e) Highly Compensated Active Employee 
                         Highly Compensated Active Employee means
any individual who during the Determination Year 
                         or the Lookback Year: 
                          
                         (1) Was at any time a 5-percent Owner
(within the meaning of Code Section 416(i)) of the 
                             Employer or any Related Employer; 
                          
                         (2) Received Compensation from the
Employer and all Related Employers in excess of $75,000 
                             (or any greater amount determined by
regulations issued by the Secretary of the 
                             Treasury under Code Section 415(d)); 
                          
                         (3) Received Compensation from the
Employer and all Related Employers in excess of $50,000 
                             (or any greater amount determined by
regulations issued by the Secretary of the 
                             Treasury under Code Section 415(d))
and was in the Top-Paid Group of Employees; or 
                          
                         (4) Was an Officer of the Employer or any
Related Employer (as that term is defined in the 
                             regulations under Code Section 416(i))
and received Compensation greater than 50% of 
                             the Defined Benefit Dollar Limit
described in Section 7.03(f) for the applicable 
 
 
                                                               1-4 
                                                 
                             year.  For this purpose, if no Officer
received enough Compensation to be a Highly 
                             Compensated Employee under the
preceding sentence, the highest-paid Officer will be 
                             treated as a Highly Compensated
Employee.  The maximum number of Officers who will be 
                             treated as Highly Compensated Active
Employees under this paragraph is equal to 10% of 
                             all Employees determined without
regard to statutory or other exclusions, subject to a 
                             minimum of 3 Employees and a maximum
of 50 Employees.  
                          
                         No individual described in subparagraphs
(2), (3) or (4) above will be treated as a Highly 
                         Compensated Active Employee for the
Determination Year unless he (i) was a Highly 
                         Compensated Active Employee for the
Lookback Year (or would have been except that he was 
                         not among the 100 most highly compensated
Employees of the Employer and all Related 
                         Employers for the Lookback Year) or (ii)
was among the 100 most highly compensated 
                         Employees of the Employer and all Related
Employers for the Determination Year.  
                          
                     (f) Highly Compensated Former Employee 
                         Highly Compensated Former Employee means
any Former Employee who had a Separation Year 
                         (within the meaning of Treasury Regulation
Section 1.414(q)-1T Q&A-5) 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.  
                          
                     (g) Highly Compensated Group 
                         Highly Compensated Group means all Highly
Compensated Employees.  
                          
                     (h) Lookback Year 
                         Lookback Year means the 12-month period
immediately preceding the Determination Year.  
                          
                     (i) Non-Highly Compensated Employee 
                         Non-Highly Compensated Employee means an
Employee who is neither a Highly Compensated 
                         Employee nor a Family Member.  
                          
                     (j) Non-Highly Compensated Group 
                         Non-Highly Compensated Group means all
Non-Highly Compensated Employees.  
                          
                     (k) Top-Paid Group 
                         Top-Paid Group means those individuals who
are among the top 20 percent of Employees of 
                         the Employer and all Related Employers
when ranked on the basis of Compensation received 
                         during the year.  In determining the
number of individuals in the Top-Paid Group (but not 
                         the identity of those individuals), the
following individuals may be excluded: 
                          
                         (1) Employees who have not completed 6
months of Service by the end of the year.  For this 
                             purpose, an Employee who has completed
One Hour of Service in any calendar month will 
                             be credited with one month of Service;

                          
                         (2) Employees who normally work fewer than
17 1/2 hours per week; 
                          
                         (3) Employees who normally work fewer than
6 months during any year.  For this purpose, an 
                             Employee who has worked on one day of
a month is treated as having worked for the 
                             whole month; 
                          
                         (4) Employees who have not reached age 21
by the end of the year; 
                          
                         (5) Nonresident aliens who received no
earned income (which constitutes income from 
                             sources within the United States)
within the year from the Employer or any Related 
                             Employer; and 
 
 
                                                               1-5 
                         (6) Employees covered by a collective
bargaining agreement negotiated in good faith 
                             between the employee representatives
and the Employer or a group of employers of which 
                             the Employer is a member if (i) 90% or
more of all employees of the Employer and all 
                             Related Employers are covered by
collective bargaining agreements, and (ii) this Plan 
                             covers only Employees who are not
covered under a collective bargaining agreement.  
                
               1.19  Hour of Service 
                     An Hour of Service means: 
                      
                     (a) Each hour for which an Employee is paid,
or entitled to payment, for the performance of 
                         duties for the Employer.  These hours will
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 Employer on 
                         account of a period of time during which
no duties are performed (irrespective of whether 
                         the employment relationship has
terminated) due to vacation, holiday, illness, incapacity 
                         (including disability), layoff, jury duty,
military duty or leave of absence.  No more 
                         than 501 Hours of Service will be credited
under this paragraph for any 12-month period.  
                         Hours under this paragraph will be
calculated and credited pursuant to Section 2530.200b-2 
                         of the Department of Labor Regulations
which are incorporated herein by this reference; 
                         and 
                      
                     (c) Each hour for which back pay, irrespective
of mitigation of damages, is either awarded or 
                         agreed to by the Employer.  The same Hours
of Service will not be credited both under 
                         paragraphs (a) or (b), as the case may be,
and under this paragraph (c).  These hours will 
                         be credited to the Employee for the
computation period or periods to which the award or 
                         agreement pertains rather than the
computation period in which the award, agreement or 
                         payment is made.  
                      
                     Hours of Service for all Employees will be
determined on the basis of actual hours for which 
                     an Employee is paid or is entitled to payment. 
Hours of Service will be credited for 
                     employment with any Related Employer or any
Predecessor Employer.  Hours of Service will be 
                     credited for any individual considered an
employee under Code Section 414(n) or 414(o) and the 
                     regulations thereunder.  
                      
                     Solely for purposes of determining whether a
One Year Break-in-Service has occurred, a 
                     Participant who is absent from work on an
authorized Leave of Absence or by reason of the 
                     Participant's pregnancy, birth of the
Participant's child, placement of a child with the 
                     Participant in connection with the adoption of
such child, or for the purpose of caring for 
                     such child for a period immediately following
such birth or placement, will receive credit for 
                     the Hours of Service which otherwise would
have been credited to the Participant but for such 
                     absence.  The Hours of Service credited under
this paragraph will be credited in the Plan Year 
                     in which the absence begins if such crediting
is necessary to prevent a One Year 
                     Break-in-Service in such Plan Year; otherwise,
such Hours of Service will be credited in the 
                     following Plan Year.  The Hours of Service
credited under this paragraph are those which would 
                     normally have been credited but for such
absence; in any case in which the Plan Administrator 
                     is unable to determine such hours normally
credited, 8 Hours of Service per day will be 
                     credited.  No more than 501 Hours of Service
will be credited under this paragraph for any 
                     12-month period.  The Date of Severance is the
second anniversary of the date on which the 
                     absence begins.  The period between the
initial date of absence and the first anniversary of 
                     the initial date of absence is deemed to be a
period of Service.  The period between the first 
                     and second anniversaries of the initial date
of absence is neither a period of service nor a 
                     period of severance.  
 
                                                               1-6 
               1.20  Investment Fund 
                     An Investment Fund means any portion of the
assets of the Trust Fund which the Plan 
                     Administrator designates as an Investment Fund
and for which the Plan Administrator maintains 
                     a set of accounts separate from the remaining
assets of the Trust Fund.  
                      
                     (a) Specific Investment Fund means an
Investment Fund which is designated as a Specific 
                         Investment Fund by the Plan Administrator
in a manner and form acceptable to the Trustee.  
                      
                     (b) ~uGeneral Investment Fund~w means all
assets of the Trust Fund excluding the assets of any 
                         Specific Investment Funds.  
                
               1.21  Leave of Absence 
                     An authorized Leave of Absence means a period
of time of one year or less granted to an 
                     Employee by the Employer due to illness,
injury, temporary reduction in work force, or other 
                     appropriate cause or due to military service
during which the Employee's reemployment rights 
                     are protected by law, provided the Employee
returns to the service of the Employer on or 
                     before the expiration of such leave, or in the
case of military service, within the time his 
                     reemployment rights are so protected or within
60 days of his discharge from military service 
                     if no federal law is applicable.  All
authorized Leaves of Absence are granted or denied by 
                     the Employer in a uniform and
nondiscriminatory manner, treating Employees in similar 
                     circumstances in a like manner.  
                      
                     If the Participant does not return to active
service with the Employer on or prior to the 
                     expiration of his authorized Leave of Absence
he will be considered to have had a Date of 
                     Severance as of the earlier of the date on
which his authorized Leave of Absence expired, the 
                     first anniversary of the last date he worked
at least one hour as an Active Participant, or 
                     the date on which he resigned or was
discharged.  
                
               1.22  Reserved 
                
               1.23  Normal Retirement Age 
                     A Participant's Normal Retirement Age is age
65.  
                
               1.24  ~uNormal Retirement Date~w 
                     A Participant's Normal Retirement Date is the
date on which the Participant attains Normal 
                     Retirement Age.  
                
               1.25  ~uOne Year Break-in-Service~w 
                     One Year Break-in-Service is defined in
Section 1.42(a).  
                
               1.26  ~uParticipant~w 
                     The term Participant means an Employee or
former Employee who is eligible to participate in 
                     this Plan and who is or who may become
eligible to receive a benefit of any type from this 
                     Plan or whose Beneficiary may be eligible to
receive any such benefit.  
                      
                     (a) ~uActive Participant~w means a Participant
who is currently an Employee in an Eligible 
                         Employee Classification.  
                      
                     (b) ~uDisabled Participant~w means a
Participant who has terminated his employment with the 
                         Employer due to his Disability and who is
receiving or is entitled to receive benefits 
                         from the Plan.  
                      
                     (c) ~uRetired Participant~w means a
Participant who has terminated his employment with the 
 
 
                                                               1-7 
                                                 
                         Employer after meeting the requirements
for his Normal Retirement Date and who is 
                         receiving or is entitled to receive
benefits from the Plan.  
                      
                     (d) ~uVested Terminated Participant~w means a
Participant who has terminated his employment with 
                         the Employer and who has a nonforfeitable
right to all or a portion of his or her Accrued 
                         Benefit and who has not received a
distribution of the value of his or her Vested Accrued 
                         Benefit.  
                      
                     (e) ~uInactive Participant~w means a
Participant who has (i) interrupted his status as an Active 
                         Participant without becoming a Disabled,
Retired or Vested Terminated Participant and (ii) 
                         has a non-forfeitable right to all or a
portion of his Accrued Benefit and has not 
                         received a complete distribution of his
benefit.  
                      
                     (f) ~uFormer Participant~w means a Participant
who has terminated his employment with the Employer 
                         and who currently has no nonforfeitable
right to any portion of his or her Accrued 
                         Benefit.  
                
               1.27  ~uPayroll Withholding Agreement~w 
                     If a written Payroll Withholding Agreement is
required pursuant to the provisions of Article 
                     3, then each Participant who elects to
participate in the Plan will file such agreement on or 
                     before the first day of the payroll period for
which the agreement is applicable (or at some 
                     other time as specified by the Plan
Administrator).  Such agreement will be effective for each 
                     payroll period thereafter until modified or
amended.  
                      
                     The terms of such agreement will provide that
the Participant agrees to have the Employer 
                     withhold, each payroll period, any whole
percentage of his Compensation (or such other amount 
                     as allowed by the Plan Administrator under
rules applied on a uniform and nondiscriminatory 
                     basis), not to exceed the limitations of
Article 7.  In consideration of such agreement, the 
                     Employer periodically will make a contribution
to the Participant's proper Account(s) in an 
                     amount equal to the total amount by which the
Participant's Compensation from the Employer was 
                     reduced during applicable payroll periods
pursuant to the Payroll Withholding Agreement.  
                      
                     Notwithstanding the above, Payroll Withholding
Agreements will be governed by the following 
                     general guidelines: 
                      
                     (a) A Payroll Withholding Agreement will apply
to each payroll period during which an 
                         effective agreement is on file with the
Employer.  Upon termination of employment, such 
                         agreement will become void.  
                      
                     (b) The Plan Administrator will establish and
apply guidelines concerning the frequency and 
                         timing of amendments or changes to Payroll
Withholding Agreements.  Notwithstanding the 
                         foregoing, a Participant may revoke his
Payroll Withholding Agreement at any time and 
                         discontinue all future withholding.  
                      
                     (c) The Plan Administrator may amend or revoke
its Payroll Withholding Agreement with any 
                         Participant at any time, if the Employer
determines that such revocation or amendment is 
                         necessary to insure that a Participant's
Annual Additions for any Plan Year will not 
                         exceed the limitations of Article 7 or to
insure that the requirements of Sections 401(k) 
                         and 401(m) of the Code have been satisfied
with respect to the amount which may be 
                         withheld and contributed on behalf of the
Highly Compensated Group.  
                      
                     (d) Except as provided above, a Payroll
Withholding Agreement may not be revoked or amended by 
                         the Participant or the Employer.  
                
 
 
                                                               1-8 
               1.28  ~uPlan, Plan and Trust, Trust~w 
                     The terms Plan, Plan and Trust and Trust mean
Optek Technology 401(k) Plan.  The Plan 
                     Identification Number is 001.  The Plan is a
profit sharing plan.  
                      
                     The term Predecessor Plan means any qualified
plan previously established and maintained by 
                     the Employer and to which this Plan is the
successor.  
                
               1.29  ~uPlan Administrator~w 
                     The Plan Administrator is Optek Technology,
Inc.  
                
               1.30  ~uPlan Year~w 
                     The Plan Year is the 12 month period beginning
January 1 and ending December 31.  
                
                     Prior to December 31, 1996, Plan Year means
the 12 month period beginning October 1 and ending 
                     September 30.  The period beginning October 1,
1996 and ending December 31, 1996 is a short 
                     Plan Year.  
                
                     The Limitation Year coincides with the Plan
Year.  
                
               1.31  ~uReserved~w 
                
               1.32  ~uQualified Election~w 
                     Qualified Election means the designation of a
specific Beneficiary other than the 
                     Participant's Surviving Spouse.  Such
Qualified Election must be in writing and must be 
                     consented to by the Participant's spouse.  The
spouse's written consent to a Qualified 
                     Election must be witnessed by a representative
of the Plan Administrator or a notary public.  
                     Such consent will not be required if the
Participant establishes to the satisfaction of the 
                     Plan Administrator that such written consent
may not be obtained because there is no spouse, 
                     the spouse cannot be located or other
circumstances that may be prescribed by Treasury 
                     Regulations.  Any consent necessary under this
provision will be valid only with respect to 
                     the spouse who signs the consent (or in the
event of a deemed Qualified Election, the 
                     designated spouse).  Additionally, a
revocation of a prior Qualified Election may be made by a 
                     Participant without the consent of the spouse
at any time before the commencement of benefits; 
                     however, any Qualified Election which follows
such revocation must be in writing and must be 
                     consented to by the Participant's spouse.  The
number of Qualified Elections or revocations of 
                     such Qualified Elections will not be limited. 

                
               1.33  ~uRelated Employer~w 
                     The terms Related Employer and Affiliated
Employer are used interchangeably and mean any other 
                     corporation, association, company or entity on
or after the Effective Date which is, along 
                     with the Employer, a member of a controlled
group of corporations (as defined in Code Section 
                     414(b)), a group of trades or businesses which
are under common control (as defined in Code 
                     Section 414(c)), an affiliated service group
(as defined in Code Section 414(m)), or any 
                     organization or arrangement required to be
aggregated with the Employer by Treasury 
                     Regulations issued under Code Section 414(o). 

                
               1.34  ~uRequired Beginning Date~w 
                     A Participant's Required Beginning Date for
the commencement of benefit payments from the Plan 
                     is the April 1 immediately following: 
                      
                       o the later of 1989 or the calendar year in
which he attained age 70-1/2 if he attained 
                         age 70-1/2 after December 31, 1987; 
                        
 
 
 
                                                              1-9 
                                              
                       o the calendar year in which he attains age
70-1/2 if he is or was a Five Percent Owner 
                         at any time during the Plan Year ending
with or within the calendar year in which he 
                         attains age 66-1/2 or any later Plan Year;
or 
                        
                       o the later of the calendar year in which he
attains age 70-1/2 or the calendar year in 
                         which he retires for any other
Participant.  
                
               1.35  ~uSurviving Spouse~w 
                     Surviving Spouse means a deceased
Participant's spouse who was married to the Participant on 
                     the Participant's date of death.  The Plan
Administrator and the Trustee may rely conclusively 
                     on a Participant's written statement of his
marital status.  Neither the Plan Administrator 
                     nor the Trustee is required at any time to
inquire into the validity of any marriage, the 
                     effectiveness of a common-law relationship or
the claim of any alleged spouse which is 
                     inconsistent with the Participant's report of
his marital status and the identity of his 
                     spouse.  
                
               1.36  ~uTop-Heavy Definitions~w 
                
                     (a) ~uAggregate Account~w 
                         Aggregate Account means, with respect to
each Participant, the value of all accounts 
                         maintained on behalf of the Participant,
whether attributable to Employer or Employee 
                         contributions, used to determine Top-Heavy
Plan status under the provisions of a defined 
                         contribution plan.  A Participant's
Aggregate Account as of the Determination Date will be 
                         the sum of: 
                          
                           o the balance of his Account(s) as of
the most recent valuation date occurring within 
                             a 12-month period ending on the
Determination Date (excluding any amounts 
                             attributable to deductible voluntary
employee contributions); plus 
                            
                           o contributions that would be allocated
as of a date not later than the Determination 
                             Date, even though those amounts are
not yet made or required to be made; plus 
                            
                           o any Plan Distributions made within the
Plan Year that includes the Determination 
                             Date or within the four preceding Plan
Years.  
                            
                     (b) ~uAggregation Group~w 
                         Aggregation Group means either a Required
Aggregation Group or a Permissive Aggregation 
                         Group as hereinafter determined.  
                          
                         (1) ~uRequired Aggregation Group~w 
                             Each plan of the Employer in which a
Key Employee is a Participant, and each other 
                             plan of the Employer which enables any
plan in which a Key Employee participates to 
                             meet the requirements of Code Section
401(a)(4) or 410, will be aggregated and the 
                             resulting group will be known as a
Required Aggregation Group.  
                              
                             Each plan in the Required Aggregation
Group will be considered a Top-Heavy Plan if the 
                             Required Aggregation Group is a
Top-Heavy Group.  No plan in the Required Aggregation 
                             Group will be considered a Top-Heavy
Plan if the Required Aggregation Group is not a 
                             Top-Heavy Group.  
                              
                         (2) ~uPermissive Aggregation Group~w 
                             The Employer may also include any
other plan not required to be included in the 
                             Required Aggregation Group, provided
the resulting group (to be known as a Permissive 
                             Aggregation Group), taken as a whole,
would continue to satisfy the provisions of Code 
 
 
                                                               1-10 
                                               
                                                 
                             Sections 401(a)(4) and 410.  
                              
                             Only a plan that is part of the
Required Aggregation Group will be considered a 
                             Top-Heavy Plan if the Permissive
Aggregation Group is a Top-Heavy Group.  No plan in 
                             the Permissive Aggregation Group will
be considered a Top-Heavy Plan if the Permissive 
                             Aggregation Group is not a Top-Heavy
Group.  
                              
                             Only those plans of the Employer in
which the Determination Dates fall within the same 
                             calendar year will be aggregated in
order to determine whether the plans are Top-Heavy 
                             Plans.  
                              
                     (c) ~uDetermination Date~w 
                         Determination Date means the last day of
the preceding Plan Year, or, in the case of the 
                         first Plan Year, the last day of the first
Plan Year.  
                          
                     (d) ~uKey Employee~w 
                         Key Employee means any Employee or former
Employee (and his Beneficiary) who, at any time 
                         during the Plan Year or any of the
preceding four Plan Years, was: 
                          
                         (1) A "Five Percent Owner" of the
Employer.  "Five Percent Owner" means any person who 
                             owns (or is considered as owning
within the meaning of Code Section 318) more than 5% 
                             of the value of the outstanding stock
of the Employer or stock possessing more than 5% 
                             of the total combined voting power of
all stock of the Employer.  If the Employer is 
                             not a corporation, Five Percent Owner
means any person who owns more than 5% of the 
                             capital or profits interest in the
Employer.  In determining percentage ownership 
                             hereunder, Related Employers will be
treated as separate Employers; or 
                          
                         (2) A "One Percent Owner" of the Employer
having Compensation from the Employer of more 
                             than $150,000.  "One Percent Owner"
means any person who owns (or is considered as 
                             owning within the meaning of Code
Section 318) more than 1% of the value of the 
                             outstanding stock of the Employer or
stock possessing more than 1% of the total 
                             combined voting power of all stock of
the Employer.  If the Employer is not a 
                             corporation, One Percent Owner means
any person who owns more than 1% of the capital 
                             or profits interest in the Employer. 
In determining percentage ownership hereunder, 
                             Related Employers will be treated as
separate Employers.  However, in determining 
                             whether an individual has Compensation
of more than $150,000, Compensation from each 
                             Related Employer will be taken into
account.  
                          
                         (3) One of the 10 Employees having
Compensation not less than the Defined Contribution 
                             Dollar Limit (as defined in Section
7.03(j) for the Plan Year) who owns (or is 
                             considered as owning within the
meaning of Code Section 318) both greater than 1/2% 
                             interest and the largest interests in
all Employers required to be aggregated under 
                             Code Sections 414(b), (c), (m) and
(o); 
                          
                         (4) An officer (within the meaning of the
regulations under Code Section 416) of the 
                             Employer having Compensation greater
than 50% of the Defined Benefit Dollar Limit as 
                             defined in Section 7.03(f) for the
Plan Year; 
                          
                         For purposes of this Section, Compensation
means Aggregate Compensation as defined in 
                         Section 7.03(a) plus any amounts
contributed by the Employer pursuant to a salary 
                         reduction agreement which are excludable
from the gross income of the Employee under Code 
                         Section 125, 402(e)(3), 402(h) or 403(b). 
Compensation in excess of the Statutory 
                         Compensation Limit is disregarded.  
                          
 
 
                                                               1-11 
                     (e) ~uNon-Key Employee~w 
                         Non-Key Employee means any Employee (and
his Beneficiaries) who is not a Key Employee.  
                          
                     (f) ~uPlan Distributions~w 
                         Plan distributions include distributions
made before January 1, 1984, and distributions 
                         under a terminated plan which, if it had
not been terminated, would have been required to 
                         be included in an aggregation group. 
However, distributions made after the valuation date 
                         and before the Determination Date are not
included to the extent that they are already 
                         included in the Participant's Single Sum
Benefit as of the valuation date.  
                          
                         With respect to "unrelated" rollovers and
plan-to-plan transfers (those which are both 
                         initiated by an employee and made from a
plan maintained by one employer to a plan 
                         maintained by another employer), if such
a rollover or plan-to-plan transfer is made from 
                         this Plan, it will be considered as a
distribution for purposes of this Section.  If such 
                         a rollover or plan-to-plan transfer is
made to this Plan, it will not be considered as 
                         part of the Participant's Single Sum
Benefit.  However, an unrelated rollover or 
                         plan-to-plan transfer accepted before
January 1, 1984, will be considered as part of the 
                         Participant's Single Sum Benefit.  
                          
                         With respect to "related" rollovers and
plan-to-plan transfers (those which are either not 
                         initiated by an employee or are made from
one plan to another plan maintained by the same 
                         employer), if such a rollover or
plan-to-plan transfer is made from this Plan, it will not 
                         be considered as a distribution for
purposes of this Section.  If such a rollover or 
                         plan-to-plan transfer is made to this
Plan, it will be considered as part of the 
                         Participant's Single Sum Benefit.  
                          
                     (g) ~uPresent Value of Accrued Benefit~w 
                         In the case of the defined benefit plan,
a Participant's Present Value of Accrued Benefit, 
                         for Top-Heavy determination purposes, will
be determined using the following rules: 
                          
                         (1) The Present Value of Accrued Benefit
will be determined as of the most recent 
                             "valuation date" within a 12-month
period ending on the Determination Date.  
                          
                         (2) For the first Plan Year, the Present
Value of Accrued Benefit will be determined as if 
                             (A) the Participant terminated service
as of the Determination Date; or (B) the 
                             Participant terminated service as of
the valuation date, but taking into account the 
                             estimated Present Value of Accrued
Benefits as of the Determination Date.  
                          
                         (3) For any other Plan Year, the Present
Value of Accrued Benefit will be determined as if 
                             the Participant terminated service as
of the valuation date.  
                          
                         (4) The valuation date must be the same
date used for computing the defined benefit plan 
                             minimum funding costs, regardless of
whether a calculation is performed that plan 
                             year.  
                          
                         (5) A Participant's Present Value of
Accrued Benefit as of a Determination Date will be 
                             the sum of: 
                          
                               o the present value of his Accrued
Benefit determined using the actuarial 
                                 assumptions which are specified
below; plus 
                                
                               o any Plan Distributions made within
the Plan Year that includes the Determination 
                                 Date or within the four preceding
Plan Years; plus 
                                
 
 
                                                              1-12 
                               o any employee contributions,
whether voluntary or mandatory.  However, amounts 
                                 attributable to qualified
voluntary employee contributions, as defined in Code 
                                 Section 219(e)(2) will not be
considered to be a part of the Participant's 
                                 Present Value of Accrued Benefit. 

                                
                             For purposes of this Section, the
present value of a Participant's Accrued Benefit 
                             will be equal to the greater of the
present value determined using the actuarial 
                             assumptions which are specified for
Actuarial Equivalent purposes or the present 
                             value determined using the "Applicable
Interest Rate." The Applicable Interest Rate 
                             is the rate or rates that would be
used by the Pension Benefit Guaranty Corporation 
                             for a trusteed single-employer plan to
value a Participant's or Beneficiary's 
                             benefit on the date of distribution
(the "PBGC Rate").  If the present value using 
                             the PBGC Rate exceeds $25,000, the
Applicable Interest Rate is 120% of the PBGC 
                             Rate.  However, the use of 120% of the
PBGC Rate will never result in a present 
                             value less than $25,000.  
                          
                         (6) Solely for the purpose of determining
if this Plan (or any other plan included in a 
                             Required Aggregation Group of which
this Plan is a part) is Top- Heavy, the Accrued 
                             Benefit of any Employee other than a
Key Employee will be determined under 
                          
                             (A) the method, if any, that uniformly
applies for accrual purposes under all plans 
                                 maintained by the Employer or any
Related Employer, or 
                              
                             (B) if there is no such method, as if
the benefit accrued no more rapidly than the 
                                 slowest accrual rate permitted
under the fractional accrual rate of Code Section 
                                 411(b)(1)(C).  
                              
                     (h) ~uSingle Sum Benefit~w 
                         The Single Sum Benefit for any Participant
in a defined benefit pension plan will be equal 
                         to his Present Value of Accrued Benefit. 
The Single Sum Benefit for any Participant in a 
                         defined contribution plan will be equal to
his Aggregate Account.  
                          
                     (i) ~uTop-Heavy Group~w 
                         Top-Heavy Group means an Aggregation Group
in which, as of the Determination Date, the 
                         Single Sum Benefits of all Key Employees
under all plans included in the group exceeds 60% 
                         of a similar sum determined for all
Participants.  
                          
                         Super Top-Heavy Group means an Aggregation
Group in which, as of the Determination Date, 
                         the sum of (1) the Single Sum Benefits of
all Key Employees under all defined benefit 
                         plans included in the group, plus (2) the
Single Sum Benefit of all Key Employees under 
                         all defined contribution plans included in
the group exceeds 90% of a similar sum 
                         determined for all Participants.  
                          
                     (j) ~uTop-Heavy Plan~w 
                         This Plan will be a Top-Heavy Plan for any
Plan Year beginning after December 31, 1983, in 
                         which, as of the Determination Date, the
Single Sum Benefits of all Key Employees exceed 
                         60% of the Single Sum Benefits of all
Participants under this Plan.  
                          
                         This Plan will be a Super Top-Heavy Plan
for any Plan Year beginning after December 31, 
                         1983, in which, as of the Determination
Date, the Single Sum Benefits of all Key Employees 
                         exceed 90% of the Single Sum Benefits of
all Participants under this Plan.  
                          
                         If any Participant is a Non-Key Employee
for a given Plan Year, but was a Key Employee for 
                         any prior Plan Year, the Participant's
Single Sum Benefit will not be taken into account 
 
 
                                                               1-13 
                                                 
                         for purposes of determining whether this
Plan is a Top-Heavy or Super Top-Heavy Plan (or 
                         whether any Aggregation Group which
includes this Plan is a Top-Heavy or Super Top-Heavy 
                         Group).  
                          
                         If an individual has performed no services
for the Employer at any time during the 5-year 
                         period ending on the Determination Date,
any Single Sum Benefit of such individual will 
                         not be taken into account for purposes of
determining whether this Plan is a Top-Heavy or 
                         Super Top-Heavy Plan (or whether any
Aggregation Group which includes this Plan is a 
                         Top-Heavy Group or Super Top-Heavy Group). 

                
               1.37  ~uTrust Fund, Trust~w 
                     These terms mean the total cash, securities,
real property, insurance contracts and any other 
                     property held by the Trustee.  
                
               1.38  ~uTrustee~w 
                     The Trustee is Charles Schwab Trust Company or
any successor Trustee. 
                
               1.39  ~uVested Percentage~w 
                     A Participant's Vested Percentage as of a
given date will be that percentage determined in 
                     accordance with the Vesting Schedule. 
Notwithstanding the preceding, a Participant will be 
                     100% vested upon reaching the earlier of (a)
his Normal Retirement Age or (b) the later of the 
                     date upon which the Participant attains age 65
or reaches the 5th anniversary of the date he 
                     commenced participation in the Plan.  
                
               1.40  ~uVesting Schedule~w 
                     A Participant's Vested Percentage will be
determined in accordance with the following table: 
                      
                                     ~u Years of Vesting Service ~w 
            ~uVested Percentage~w 
                                      
                                     Less than 1 Year             
                  0% 
                                               1 Year             
                 20% 
                                               2 Years            
                 40% 
                                               3 Years            
                 60% 
                                               4 Years            
                 80% 
                                               5 Years or more    
                100% 
                
               1.41  ~uWritten Resolution~w 
                     The terms Written Resolution and Written
Consent are used interchangeably and reflect 
                     decisions, authorizations, etc.  by the
Employer.  
                
               1.42  ~uYear of Service~w 
                
                     (a) ~uCrediting Years of Service~w 
                         Years of Service are determined using the
Elapsed Time Method and/or the Hours of Service 
                         Method as specified in this Section.  
                          
                         (1) ~uElapsed Time Method~w 
                             Under the Elapsed Time Method, Years
of Service are based upon an Employee's Elapsed 
                             Time of employment irrespective of the
number of hours actually worked during such 
                             period; a Year of Service (including
a fraction thereof) will be credited for each 
                             completed 365 days of Elapsed Time
which need not be consecutive.  The following terms 
                             are used in determining Years of
Service under the Elapsed Time Method: 
                              
                             (A) Date of Severance (Termination) -
means the earlier of (i) the actual date an 
 
 
                                                               1-14 
                                                 
                                 Employee resigns, is discharged,
dies or retires, or (ii) the first anniversary of 
                                 the date an Employee is absent
from work (with or without pay) for any other 
                                 reason, e.g., disability,
vacation, leave of absence, layoff, etc.  
                              
                             (B) Elapsed Time - means the total
period of service which has elapsed between a 
                                 Participant's Employment
Commencement Date and Date of Termination including 
                                 Periods of Severance where a One
Year Break-in-Service does not occur.  
                              
                             (C) Employment Commencement Date -
means the date an Employee first performs one Hour 
                                 of Service for the Employer.  
                              
                             (D) One Year Break-in-Service - means
any 365-day period following an Employee's Date 
                                 of Termination as defined above in
which the Employee does not complete at least 
                                 one Hour of Service.  
                              
                             (E) Period of Severance - is the time
between the actual Date of Severance as defined 
                                 above and the subsequent date, if
any, on which the Employee performs an Hour of 
                                 Service.  
                              
                             All periods of employment will be
aggregated including Periods of Severance unless 
                             there is a One Year Break-in-Service. 

                              
                         (2) ~uHours of Service Method~w 
                             Under the Hours of Service Method, a
Year of Service is credited for each 12 
                             consecutive month Computation Period
during which an Employee is credited with a 
                             specified number of Hours of Service. 

                              
                             Under the Hours of Service Method, a
One Year Break-in-Service means any Computation 
                             Period during which an Employee
completes 500 or fewer Hours of Service.  
                
                         Years of Eligibility Service for purposes
of determining eligibility to participate in the 
                         Plan and Years of Vesting Service for
purposes of determining a Participant's Vested 
                         Percentage include service with any
organization which is a Related Employer with respect 
                         to the Employer.  
                
                     (b) ~uFor Eligibility Purposes~w 
                         Years of Service for purposes of
eligibility to participate in the Plan are referred to as 
                         Years of Eligibility Service and are
determined using the Hours of Service Method.  
                          
                         A Year of Eligibility Service is credited
for each Computation Period during which an 
                         Employee is credited with at least 1,000
Hours of Service.  The initial Computation Period 
                         is the 12 consecutive month period
beginning with the Employee's Employment Commencement 
                         Date.  Thereafter, the Computation Period
is the Plan Year beginning with the Plan Year in 
                         which the initial Computation Period ends. 

                
                         All of an Employee's Years of Eligibility
Service are taken into account in determining 
                         his eligibility to participate.  
                
                     (c) ~uFor Vesting Purposes~w 
                         Years of Service for purposes of computing
a Participant's Vested Percentage are referred 
                         to as Years of Vesting Service and are
determined using the Elapsed Time Method.  
                
                         All of a Participant's Years of Vesting
Service are taken into account in determining his 
                         Vested Percentage.  
 
 
                                                               1-16 
                                               
ARTICLE 2 
 
                                                         
PARTICIPATION~p 
 
                
               2.01  ~uParticipation~w 
                     An Employee will become eligible to
participate in the Plan on the Entry Date which coincides 
                     with or next follows the completion of one
Year of Eligibility Service.  
                      
                     An Employee who is eligible to participate as
of the Effective Date or as of a given Entry 
                     Date will automatically become a Participant
as of such date.  An Employee who is otherwise 
                     eligible to participate may irrevocably elect
not to participate in the Plan.  Any election 
                     under this paragraph must be in writing and
according to guidelines established by the Plan 
                     Administrator.  
                
               2.02  ~uParticipation After Reemployment~w 
                     An Employee who has satisfied all of the
eligibility requirements but terminates employment 
                     prior to his Entry Date will participate in
the Plan immediately upon returning to the employ 
                     of the Employer.  
                      
                     A Participant or Former Participant who has
terminated employment will participate as an 
                     Active Participant in the Plan immediately
upon returning to the employ of the Employer.  
                
               2.03  ~uChange in Employment Classification~w 
                     In the event a Participant becomes ineligible
to participate because he is no longer a member 
                     of an Eligible Employee Classification, the
Participant will participate immediately upon his 
                     return to an Eligible Employee Classification. 

                      
                     In the event an Employee who is not a member
of an Eligible Employee Classification becomes a 
                     member of such a classification, such Employee
will begin to participate immediately if he has 
                     satisfied the eligibility requirements which
are specified in Section 2.01.  
                
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
                                                               2-1 
                                                
 
 
 
 
 
 
 
 
                                                                  
                                                 
                                                           
~bARTICLE 3 
 
                                                       PARTICIPANT
ACCOUNTS~p 
 
                
               3.01  ~uSalary Deferral Account~w 
                
                     Salary Deferral Account means the Account of
a Participant reflecting applicable 
                     contributions, investment income or loss
allocated thereto and distributions.  A Participant's 
                     Salary Deferral Account is 100% vested at all
times.  
                
                     (a) ~uSalary Deferral Contributions~w 
                      
                         (1) ~uAmount of Contribution~w 
                             Each Participant may elect to make a
Salary Deferral Contribution each Contribution 
                             Period not to exceed 15% of the
Participant's Compensation.  Such contribution will be 
                             designated as a percentage of
Compensation and will be equal to an even multiple of 1% 
                             or such other amount as allowed by the
Plan Administrator.  
                
                         (2) ~uPayroll Withholding~w 
                             All Salary Deferral Contributions will
be made pursuant to a Payroll Withholding 
                             Agreement in accordance with Section
1.27.  
                
                         (3) ~uNondiscrimination Requirements~w 
                             All Salary Deferral Contributions are
Elective Contributions within the meaning of 
                             Section 4.05(a) and must satisfy the
Nondiscrimination Requirements of Section 4.05.  
                
                         (4) ~uExcess Deferrals~w 
                             The maximum amount of Salary Deferral
Contribution which can be made under the Plan on 
                             behalf of any Participant during any
calendar year will be limited to that amount 
                             which would not constitute an Excess
Deferral as defined in Section 4.05.  The Plan 
                             Administrator will distribute any
Excess Deferral, together with the income allocable 
                             to it, to the Participant no later
than April 15 of the calendar year immediately 
                             following the year of the Excess
Deferral.  If a Participant notifies the Plan 
                             Administrator before March 1 of any
calendar year that Excess Deferrals have been made 
                             on his account for the previous
calendar year by reason of participation in a Cash or 
                             Deferred Arrangement maintained by
another employer or employers, and if the 
                             Participant requests that the Plan
Administrator distribute a specific amount to him 
                             on account of Excess Deferrals and
certifies that the requested amount is an Excess 
                             Deferral, the Plan Administrator will
designate the amount requested together with the 
                             income allocable to it as a
distribution of Excess deferrals and distribute such 
                             amount no later than April 15 of that
calendar year.  The amount of Excess Deferrals 
                             to be distributed will be reduced by
any Excess Contributions previously distributed 
                             or recharacterized with respect to the
Plan Year beginning with or within the calendar 
                             year.  The amount of income allocable
to the Excess Deferral will be determined as 
                             described in Section 4.05.  
                              
                         (5) ~uTiming of Deposits~w 
                             The Employer will deposit all Salary
Deferral Contributions on the earliest date on 
                             which such contributions can
reasonably be segregated from the Employer's general 
                             assets, but in no event later than 90
days after the date on which the amounts 
                             withheld would otherwise have been
paid to the Participant in cash.  Effective 
                             February 3, 1997, the Employer will
deposit all Salary Deferral Contributions on the 
                             earliest date on which such
contributions can reasonably be segregated from the 
 
 
                                                               3-1 
                                                
 
 
 
 
 
 
 
 
                                                                  
                                                 
                             Employer's general assets, but in no
event later than 15 business days following the 
                             end of the month in which the amounts
withheld would otherwise have been paid to the 
                             Participant in cash.  
                
                             The Contribution Period for Salary
Deferral Contributions is each of the semi-monthly 
                             periods which end on the 15th and the
last day of each month.  
                
                     (b) ~uFinancial Hardship Withdrawals~w 
                         A Participant may file with the Plan
Administrator a written request to withdraw, in order 
                         to avoid or alleviate a Financial
Hardship, any amount not to exceed that portion of his 
                         Salary Deferral Account which represents
the sum of 
                          
                           o his total Salary Deferral
Contributions made after 1988, and 
                            
                           o his total Salary Deferral
Contributions made before 1989 together with the income 
                             earned before 1989 which is allocable
to those Contributions.  
                
                         The Plan Administrator will allow
Financial Hardship withdrawals only if they are 
                         necessary to satisfy a Participant's
immediate and heavy financial need.  
                          
                         (1) ~uImmediate and Heavy Financial Need~w

                             A withdrawal will be deemed to be made
due to an immediate and heavy financial need of 
                             the Participant if it is made because
of: 
                              
                               o Expenses for medical care
described in Code Section 213(d) previously incurred 
                                 by the Participant, his spouse or
any of his dependents (as defined in Code 
                                 Section 152) or necessary for
these persons to obtain medical care described in 
                                 Code Section 213(d); 
                                
                               o Costs directly related to the
purchase (excluding mortgage payments) of a 
                                 principal residence for the
Participant; 
                                
                               o Payment of tuition, room and board
or educational fees for the next 12 months of 
                                 post-secondary education for the
Participant, his spouse, children or dependents 
                                 (as defined in Code Section 152); 
                                
                               o Prevention of the eviction of the
Participant from his principal residence or 
                                 foreclosure on the mortgage of the
Participant's principal residence.  
                                
                         (2) ~uNecessary To Satisfy Financial
Need~w 
                             No withdrawal may exceed the amount
necessary to satisfy the Participant's immediate 
                             and heavy financial need.  However,
the amount of an immediate and heavy financial 
                             need may include any amounts necessary
to pay any federal, state or local income taxes 
                             or penalties reasonably anticipated to
result from the distribution.  The Plan 
                             Administrator will allow the
withdrawal if it determines, after a full review of the 
                             Participant's written request and
evidence presented by the Participant showing 
                             immediate and heavy financial need as
well as the Participant's lack of other 
                             reasonably available resources, that
the withdrawal is necessary to satisfy the need.  
                             No withdrawal will be treated as
necessary to the extent it can be satisfied from 
                             other resources which are reasonably
available to the Participant, including those of 
                             the Participant's spouse and minor
children.  A withdrawal will be treated as 
                             necessary to the extent the
Participant demonstrates to the satisfaction of the Plan 
                             Administrator that the need cannot be
relieved by any of the following: 
                              
 
 
                                                               3-2 
                                                                  
                                               
                               o Reimbursement or compensation by
insurance or otherwise; 
                                
                               o Reasonable liquidation of assets
to the extent the liquidation would not itself 
                                 cause an immediate and heavy
financial need; 
                                
                               o Cessation of Salary Deferral
Contributions or Employee After-tax Contributions 
                                 (as defined in Section 4.05(a)) or
both under any plan maintained by any 
                                 employer; 
                                
                               o Other distributions or nontaxable
(at the time of the loan) loans from plans 
                                 maintained by any employer; 
                                
                               o Borrowing from commercial sources
on reasonable commercial terms.  
                                
                             Unless the Plan Administrator has
evidence to the contrary, it may rely upon the 
                             Participant's written representation
that the need cannot be relieved by any of the 
                             foregoing.  
                              
                         (3) ~uSafe Harbor~w 
                             The Plan Administrator will not allow
any withdrawal until the Participant has 
                             obtained all distributions, other than
hardship distributions, and all nontaxable 
                             loans currently available to the
Participant under all plans maintained by the 
                             Employer.  Upon the withdrawal of any
portion of a Participant's Salary Deferral 
                             Account, the Participant will become
ineligible for any Elective Contribution to this 
                             Plan or any other plan maintained by
the Employer, or to make any contribution to this 
                             Plan or any other plan maintained by
the Employer until the first day of the first 
                             payroll period which begins not less
than 12 months following the date of withdrawal.  
                             For this purpose the phrase "any other
plan maintained by the Employer" means all 
                             qualified and nonqualified plans of
deferred compensation maintained by the Employer.  
                             The phrase includes stock option,
stock purchase, or similar plans, or a cash or 
                             deferred arrangement that is part of
a cafeteria plan within the meaning of Code 
                             Section 125.  It does not include the
mandatory employee contribution portion of a 
                             defined benefit plan, nor does it
include a health or welfare benefit plan (including 
                             one that is part of a cafeteria plan
within the meaning of Code Section 125).  
                             Furthermore, the maximum amount of
Salary Deferral Contributions which can be made 
                             under the Plan on behalf of any
Participant during the calendar year which follows the 
                             calendar year in which the withdrawal
was made will be limited to the amount which 
                             would not be treated as an Excess
Deferral for that year reduced by the amount of 
                             Salary Deferral Contributions made on
behalf of the Participant in the calendar year 
                             of withdrawal.  
                
                     (c) ~uDistributions~w 
                         No distribution may be made from the
Participant's Salary Deferral Account or any account 
                         comprised of Matching Contributions or
Nonelective Contributions which are treated as 
                         Elective Contributions in accordance with
the provisions of Section 4.05(h) except under 
                         one of the following circumstances: 
                          
                           o the Participant's retirement, death,
disability or termination of employment; 
                            
                           o the Participant's attaining of age 59
1/2; 
                            
                           o the avoidance or alleviation of a
Financial Hardship; 
                            
                           o the termination of this Plan without
the establishment of a successor plan within 
 
 
                                                              3-3 
                                               
 
 
 
 
 
 
 
 
                                                                  
                                               
                             the meaning of Treasury Regulation
Section 1.401(k)-1(d)(3); 
                            
                           o the sale or other disposition by the
Employer of at least 85 percent of the assets 
                             used by the Employer in a trade or
business to an unrelated corporation which does 
                             not maintain the plan, but only if the
Participant continues employment with the 
                             corporation acquiring the assets and
only if the Employer continues to maintain this 
                             Plan; or 
                            
                           o the sale or other disposition by the
Employer of its interest in a subsidiary to an 
                             unrelated entity which does not
maintain the plan, but only if the Participant 
                             continues employment with the
subsidiary and only if the Employer continues to 
                             maintain this Plan.  
                            
                         This paragraph does not apply to
distributions of Excess Deferrals, Excess Contributions, 
                         or excess Annual Additions.  
                
               3.02  ~uMatching Account~w 
                
                     Matching Account means the Account of a
Participant reflecting applicable contributions, 
                     forfeitures, investment income or loss
allocated thereto and distributions.  A Participant's 
                     Matching Account is subject to the Vesting
Schedule.  
                
                     (a) ~uMatching Contributions~w 
                         Each Plan Year, the Employer may, within
the time prescribed by law for making a 
                         deductible contribution, make a Matching
Contribution to the Trust.  
                          
                         For a given Plan Year, the total Matching
Contribution, if any, made by the Employer will 
                         be an amount determined and authorized by
the Employer for such Plan Year; however, the 
                         Employer will not authorize Matching
Contributions at such times or in such amounts that 
                         the Plan, in operation, discriminates in
favor of Highly Compensated Employees.  
                
                         The target Matching Contribution to be
made to a Participant's Matching Account is equal 
                         to 50% of that portion of the
Participant's Salary Deferral Contribution which is not in 
                         excess of 4% of the Participant's
Compensation.  
                
                         If the sum of the target Matching
Contributions to be made for all Participants is less 
                         than or greater than the total Matching
Contribution made by the Employer in accordance 
                         with the provisions of this Section, then
the actual Matching Contribution allocated to 
                         each Eligible Participant's Matching
Account will be adjusted proratably so that the sum 
                         of the actual Matching Contributions made
for all Participants is equal to the total 
                         Matching Contribution made by the
Employer.  
                
                         All Matching Contributions are Matching
Contributions within the meaning of Section 
                         4.05(a) and must satisfy the
Nondiscrimination Requirements of Section 4.05.  
                
                     (b) ~uContribution Period~w 
                         The Contribution Period for Matching
Contributions is each Plan Year.  
                
                     (c) ~uApplication of Forfeitures~w 
                         Forfeitures from a Participant's Matching
Account will be used to reduce Matching 
                         Contributions in the Plan Year in which
the Forfeitures are determined to occur.  
                
 
 
 
 
                                                               3-4 
                                                
 
 
 
 
 
 
 
 
                                                                  
                                                 
                     (d) ~uWithdrawals~w 
                         A Participant who has been a Participant
in the Plan for five or more years and has 
                         attained age 59 1/2 may withdraw all or
any portion of his Matching Account subject to the 
                         limitations of this Section.  A
Participant who has not been a Participant in the Plan for 
                         five or more years or has not attained age
59 1/2 may not withdraw any portion of his 
                         Matching Account prior to the time when
benefits otherwise become payable in accordance 
                         with the provisions of Article 5.  
                
                     (e) ~uMinimum Allocation for Top-Heavy Plan~w 
                         Notwithstanding anything contained herein
to the contrary, for any Plan Year in which this 
                         Plan is determined to be Top-Heavy, a
Participant who is a Non-Key Employee (including any 
                         Employee who is excluded from the Plan
because his Compensation is less than a stated 
                         amount) will be entitled to a minimum
allocation of employer contributions in addition to 
                         any Matching Contributions equal to 3% of
the Non-Key Employee's Aggregate Compensation 
                         received during the Plan Year.  This
minimum allocation will allocated to the 
                         Participant's Matching Account and will be
provided to each Non-Key Employee who is a 
                         Participant and is employed by the
Employer on the last day of the Plan Year whether or 
                         not he or she is an otherwise Eligible
Participant or fails to make any mandatory Employee 
                         contribution to the Plan.  
                
                         The percentage referred to in the
preceding paragraph will not exceed the percentage of 
                         Aggregate Compensation at which Matching
Contributions are made or allocated to the Key 
                         Employee for whom such percentage is the
largest; provided, however, this sentence will 
                         not apply if the Plan is required to be
included in an Aggregation Group to meet the 
                         requirements of Code Sections 401(a)(4) or
410.  
                
               3.03  ~uRollover Account~w 
                
                     Rollover Account means the Account of a
Participant reflecting applicable contributions, 
                     investment income or loss allocated thereto
and distributions.  A Participant's Rollover 
                     Account is 100% vested at all times.  
                
                     (a) ~uRollover Contributions~w 
                         Rollover Contribution means a contribution
to the Plan by a Participant where such 
                         contribution is the result of a prior
distribution from an Individual Retirement Account, 
                         an Individual Retirement Annuity or
another qualified plan.  Such prior contribution must 
                         be a rollover amount described in Section
402(c)(4) of the Code or a contribution 
                         described in Section 408(d)(3) of the
Code.  
                          
                         Each Employee who is a member of an
Eligible Employee Classification, regardless of 
                         whether he is a Participant in the Plan,
will have the right to make a Rollover 
                         Contribution of cash (or other property of
a form acceptable to the Plan Administrator and 
                         the Trustee) into the Plan from another
qualified plan.  If the Employee is not a 
                         Participant hereunder, his Rollover
Account will constitute his entire interest in the 
                         Plan.  In no event will the existence of
a Rollover Account entitle the Employee to 
                         participate in any other benefit provided
by the Plan.  
                          
                         If specifically provided for in a Written
Resolution, Rollover Contribution will also mean 
                         the amount of assets transferred, pursuant
to Section 10.05, to this Plan from another 
                         plan which is qualified under Code
Sections 401(a) and 501(a).  
                
 
 
 
 
 
                                                               3-5 
                                                
 
 
 
 
 
 
 
 
                                                                  
                                                 
                     (b) ~uWithdrawals~w 
                         A Participant may withdraw all or any
portion of his Rollover Account at any time.  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
                                                               3-6 
                                                
 
 
 
 
 
 
 
 
                                                                  
                                                 
                                                           
~bARTICLE 4 
 
                                                     ACCOUNTING AND
VALUATION~p 
 
                
               4.01  ~uGeneral Powers of the Plan Administrator~w 
                     The Plan Administrator will have the power to
establish rules and guidelines, which will be 
                     applied on a uniform and non-discriminatory
basis, as it deems necessary, desirable or 
                     appropriate with regard to accounting
procedures and to the timing and method of contributions 
                     to and/or withdrawals from the Plan.  
                
               4.02  ~uValuation Procedure~w 
                     As of each Valuation Date, the Plan
Administrator will determine from the Trustee the fair 
                     market value of Trust assets and will, subject
to the provisions of this Article, determine 
                     the allocation of such value among the
Accounts of the Participants; in doing so, the Plan 
                     Administrator will in the following order: 
                      
                     (a) Credit or charge, as appropriate, to the
proper Accounts all contributions, payments, 
                         transfers, forfeitures, withdrawals or
other distributions made to or from such Accounts 
                         since the last preceding Valuation Date
and that have not been previously credited or 
                         charged.  
                      
                     (b) Credit or charge, as applicable, each
Account with its pro rata portion of the 
                         appreciation or depreciation in the fair
market value of the Trust Fund since the prior 
                         Valuation Date.  Such appreciation or
depreciation will reflect investment income, 
                         realized and unrealized gains and losses,
other investment transactions and expenses paid 
                         from the Trust Fund.  
                
               4.03  ~uReserved~w 
                
               4.04  ~uParticipant Direction of Investment~w 
                
                     (a) ~uApplication of this Section~w 
                         Subject to the provisions of this Section,
each Participant will have the right to direct 
                         the investment of all of his Accounts
among the Specific Investment Funds which are made 
                         available by the Plan Administrator.  
                
                     (b) ~uGeneral Powers of the Trustee~w 
                         The Trustee will have the power to
establish rules and guidelines as it deems necessary, 
                         desirable or appropriate with regard to
the directed investment of contributions in 
                         accordance with this Section.  Such rules
and guidelines are intended to comply with 
                         Section 404(c) of ERISA and the
regulations thereunder.  Included in such powers, but not 
                         by way of limitation, are the following
powers and rights.  
                          
                         (1) To temporarily invest those
contributions which are pending directed investment in a 
                             Specific Investment Fund, in the
General Investment Fund or in some other manner as 
                             determined by the Trustee.  
                          
                         (2) To establish rules with regard to the
transfer of all or any part of the balance of an 
                             Account or Accounts of a given
Participant from one Investment Fund to another.  
                          
                         (3) To maintain any part of the assets of
any Investment Fund in cash, or in demand or 
                             short-term time deposits bearing a
reasonable rate of interest, or in a short-term 
                             investment fund that provides for the
collective investment of cash balances or in 
 
 
                                                               4-1 
                                                 
                             other cash equivalents having ready
marketability, including, but not limited to, 
                             U.S.  Treasury Bills, commercial
paper, certificates of deposit, and similar types of 
                             short-term securities, as may be
deemed necessary by the Trustee in its sole 
                             discretion.  
                          
                         The Trustee will not be liable for any
loss that results from a Participant's exercise of 
                         control over the investment of the
Participant's Accounts.  If the Participant fails to 
                         provide adequate directions, the Plan
Administrator will direct the investment of the 
                         Participant's Account.  The Trustee will
have no duty to review or make recommendations 
                         regarding a Participant's investment
directions.  
                          
                     (c) ~uAccounting~w 
                         The Plan Administrator will maintain a set
of accounts for each Investment Fund.  The 
                         accounts of the Plan Administrator for
each Investment Fund will indicate separately the 
                         dollar amounts of all contributions made
to such Investment Fund by or on behalf of each 
                         Participant from time to time.  The Plan
Administrator will compute the net income from 
                         investments; net profits or losses arising
from the sale, exchange, redemption, or other 
                         disposition of assets, and the prorata
share attributable to each Investment Fund of the 
                         expenses of the administration of the Plan
and Trust and will debit or credit, as the case 
                         may be, such income, profits or losses,
and expenses to the unsegregated balance in each 
                         Investment Fund from time to time.  To the
extent that the expenses of the administration 
                         of the Plan and Trust are not directly
attributable to a given Investment Fund, such 
                         expenses, as of a given Valuation Date,
will be prorated among each Investment Fund; such 
                         allocation of expenses will, in general,
be performed in accordance with the guidelines 
                         which are specified in this Article.  
                          
                     (d) ~uFuture Contributions~w 
                         Each Participant who chooses to
participate in the Plan will elect the percentage of those 
                         contributions (which are subject to
Participant direction of investment) which is to be 
                         deposited to each available Investment
Fund.  Such election will be in effect until 
                         modified.  If any Participant fails to
make an election by the appropriate date, he will 
                         be deemed to have elected an Investment
Fund(s) as determined by the Plan Administrator.  
                         Elections will be limited to multiples of
one percent (or such other reasonable increments 
                         as determined by the Plan Administrator). 

                          
                     (e) ~uChange in Investment of Past
Contributions~w 
                         A Participant may file an election with
the Plan Administrator to shift the aggregate 
                         amount or reasonable increments (as
determined by the Plan Administrator) of the balance 
                         of his existing Account or Accounts which
are subject to Participant direction of 
                         investment among the various Investment
Funds as of the first day of each Accounting 
                         Period (or such other time or times as
determined by the Plan Administrator).  Elections 
                         will be limited to multiples of one
percent (or such other reasonable increments as 
                         determined by the Plan Administrator).  
                          
                     (f) ~uChanges in Investment Elections~w 
                         Elections with respect to future
contributions and/or with respect to changes in the 
                         investment of past contributions will be
in writing on a form provided by the Plan 
                         Administrator, except that each
Participant may authorize the Plan Administrator in 
                         writing on an authorization form provided
by the Plan Administrator to accept such 
                         directions as may be made by the
Participant by use of a telephone voice response system 
                         maintained for such purpose.  
                          
                         The Plan Administrator may establish
additional rules and procedures with respect to 
                         investment election changes including, for
example, the number of allowed changes per 
 
 
                                                               4-2 
                                                
 
 
 
 
 
 
 
 
                                                                  
                                                 
                         specified period, the amount of reasonable
fee, if any, which will be charged to the 
                         Participant for making a change, specified
dates or cutoff dates for making a change, 
                         etc.  
                          
                     (g) ~uAddition and Deletion of Specific
Investment Funds~w 
                         Specific Investment Funds may be made
available from time to time by the Trustee.  
                         Specific Investment Funds, as are from
time to time made available by the Trustee, may be 
                         deleted or added from time to time by the
Plan Administrator.  The Plan Administrator will 
                         establish guidelines for the proper
administration of affected Accounts when a Specific 
                         Investment Fund is added or deleted.  
                
               4.05  ~uNondiscrimination Requirements~w 
                
                     (a) ~uDefinitions Applicable to the
Nondiscrimination Requirements~w 
                         The following definitions apply to this
Section: 
                          
                         (1) ~uAggregate Limit~w 
                             With respect to a given Plan Year,
Aggregate Limit means the greater of the sum of 
                             [(A) + (B)] or the sum of [(C) + (D)]
where: 
                              
                               (A) is equal to 125% of the
~ugreater~w of DP or CP; 
                                
                               (B) is equal to 2 percentage points
plus the ~ulesser~w of DP or CP, 
                                   not to exceed 2 times the
~ulesser~w of DP or CP; 
                                
                               (C) is equal to 125% of the
~ulesser~w of DP or CP; 
                                
                               (D) is equal to 2 percentage points
plus the ~ugreater~w of DP or CP, 
                                   not to exceed 2 times the
~ugreater~w of DP or CP; 
                                
                                DP represents the Deferral
Percentage for the Non-highly Compensated Group 
                                   eligible under the Cash or
Deferred Arrangement for the Plan Year; and 
                                 
                                CP represents the Contribution
Percentage for the Non-highly Compensated Group 
                                   eligible under the plan
providing for the Employee After-tax Contributions or 
                                   Employer Matching Contributions
for the Plan Year beginning with or within the 
                                   Plan Year of the Cash or
Deferred Arrangement.  
                                 
                         (2) ~uCash or Deferred Arrangement
(CODA)~w 
                             A Cash or Deferred Election is any
election (or modification of an earlier election) 
                             by an Employee to have the Employer
either: 
                              
                                   o provide an amount to the
Employee in the form of cash or some 
                                     other taxable benefit that is
not currently available, or 
                                    
                                   o contribute an amount to the
Plan (or provide an accrual or other 
                                     benefit) thereby deferring
receipt of Compensation.  
                                    
                             A Cash or Deferred Election will only
be made with respect to an amount that is not 
                             currently available to the Employee on
the date of election.  Further, a Cash or 
                             Deferred Election will only be made
with respect to amounts that would have (but for 
                             the Cash or Deferred Election) become
currently available after the later of the date 
                             on which the Employer adopts the Cash
or Deferred Arrangement or the date on which the 
                             arrangement first becomes effective. 

 
 
                                                               4-3 
                                                
 
 
 
 
 
 
 
 
                                                                  
                                                 
                              
                             A Cash or Deferred Election does not
include a one-time irrevocable election upon the 
                             Employee's commencement of employment
or first becoming an Eligible Employee.  
                              
                         (3) ~uCompensation~w 
                             For purposes of this Section,
Compensation means Aggregate Compensation as defined in 
                             Section 7.03(a) plus amounts
contributed by the Employer pursuant to a salary 
                             reduction agreement which are
excludable from the gross income of the Employee under 
                             Code Section 125, 402(e)(3), 402(h) or
403(b).  Compensation in excess of the 
                             Statutory Compensation Limit is
disregarded.  
                              
                             The period used to determine an
Employee's Compensation for a Plan Year may be limited 
                             to that portion of the Plan Year in
which the Employee was an Eligible Employee, 
                             provided that this method is applied
uniformly to all Eligible Employees under the 
                             Plan for the Plan Year.  
                              
                         (4) ~uContribution Percentage~w 
                             Contribution Percentage means, for any
specified group, the average of the ratios 
                             calculated (to the nearest
one-hundredth of one percent) separately for each 
                             Participant in the group, of the
amount of Employee After-tax Contributions and 
                             Matching Contributions which are made
by or on behalf of each Participant for a Plan 
                             Year to each Participant's
Compensation for the Plan Year.  
                              
                             For purposes of determining the
Contribution Percentage, each Employee who is eligible 
                             under the terms of the Plan to make or
to have contributions made on his behalf is 
                             treated as a Participant.  The
Contribution Percentage of an eligible Employee who 
                             makes no Employee After-tax
Contribution and receives no Matching Contribution is 
                             zero.  
                              
                             For purposes of determining the
Contribution Percentage of a Participant who is a 
                             Highly Compensated Employee, the
Compensation of and all Employee Contributions and 
                             Matching Contributions for the
Participant include, in accordance with the provisions 
                             of Section 4.05(d), the Compensation
of and all Employee After-tax Contributions and 
                             Matching Contributions for any Family
Member of the Participant.  
                              
                             The Contribution Percentage of a
Participant who is a Highly Compensated Employee for 
                             the Plan Year and who is eligible to
make Employee After-tax Contributions or receive 
                             an allocation of Matching
Contributions (including Elective Contributions and 
                             Nonelective Contributions which are
treated as Employee or Matching Contributions for 
                             purposes of the Contribution
Percentage Test) allocated to his accounts under two or 
                             more plans which are sponsored by the
Employer will be determined as if the Employee 
                             After-tax and Matching Contributions
were made under a single plan.  For purposes of 
                             this paragraph, if a Highly
Compensated Employee participates in two or more such 
                             plans which have different Plan Years,
all plans ending with or within the same 
                             calendar year will be treated as a
single plan.  
                              
                         (5) ~uContribution Percentage Test~w 
                             The Contribution Percentage Test is a
test applied on a Plan Year basis to determine 
                             whether a plan meets the requirements
of Code Section 401(m).  The Contribution 
                             Percentage Test may be met by either
satisfying the General Contribution Percentage 
                             Test or the Alternative Contribution
Percentage Test.  
                              
                             The General Contribution Percentage
Test is satisfied if the Contribution Percentage 
                             for the Highly Compensated Group does
not exceed 125% of the Contribution Percentage 
 
 
                                                               4-4 
                                                
 
 
 
 
 
 
 
 
                                                                  
                                                 
                             for the Non-highly Compensated Group. 

                              
                             The Alternative Contribution
Percentage Test is satisfied if the Contribution 
                             Percentage for the Highly Compensated
Group does not exceed the lesser of: 
                              
                                   o the Contribution Percentage
for the Non-highly Compensated Group 
                                     plus 2 percentage points, or 
                                    
                                   o the Contribution Percentage
for the Non-highly Compensated Group 
                                     multiplied by 2.0.  
                                    
                             If (i) one or more Highly Compensated
Employees of the Employer or any Related 
                             Employer are eligible to participate
in both a Cash or Deferred Arrangement and a plan 
                             which provides for Employee After-tax
Contributions or Matching Contributions, (ii) 
                             the Deferral Percentage for the Highly
Compensated Group does not satisfy the General 
                             Deferral Percentage Test, and (iii)
the Contribution Percentage for the Highly 
                             Compensated Group does not satisfy the
General Contribution Percentage Test, then the 
                             Contribution Percentage Test will be
deemed to be satisfied only if the sum of the 
                             Deferral Percentage and the
Contribution Percentage for the Highly Compensated Group 
                             does not exceed the Aggregate Limit. 

                              
                             The Plan will not fail to satisfy the
Contribution Percentage test merely because all 
                             of the Eligible Employees under the
Plan for a Plan Year are Highly Compensated 
                             Employees.  
                              
                         (6) ~uDeferral Percentage~w 
                             Deferral Percentage means, for any
specified group, the average of the ratios 
                             calculated (to the nearest
one-hundredth of one percent) separately for each 
                             Participant in the group, of the
amount of Elective Contributions which are made on 
                             behalf of each Participant for a Plan
Year to each Participant's Compensation for the 
                             Plan Year.  
                              
                             For purposes of determining the
Deferral Percentage, each Employee who is eligible 
                             under the terms of the Plan to have
contributions made on his behalf is treated as a 
                             Participant.  The Deferral Percentage
of an eligible Employee who makes no Elective 
                             Contribution is zero.  
                              
                             For purposes of determining the
Deferral Percentage of a Participant who is a Highly 
                             Compensated Employee, the Compensation
of and Elective Contributions for the 
                             Participant include, in accordance
with the provisions of Section 4.05(d), the 
                             Compensation and all Elective
Contributions for any Family Member of the Participant.  
                              
                             The Deferral Percentage of a
Participant who is a Highly Compensated Employee for the 
                             Plan Year and who is eligible to have
Elective Contributions (including Nonelective 
                             Contributions or Matching
Contributions which are treated as Elective Contributions 
                             for purposes of the Deferral
Percentage Test) allocated to his accounts under two or 
                             more Cash or Deferred Arrangements
which are maintained by the Employer will be 
                             determined as if the Elective
Contributions were made under a single Arrangement.  For 
                             purposes of this paragraph, if a
Highly Compensated Employee participates in two or 
                             more Cash or Deferred Arrangements
which have different Plan Years, all Cash or 
                             Deferred Arrangements ending with or
within the same calendar year will be treated as 
                             a single Arrangement.  
                              
 
 
 
                                                               4-5 
                                                
 
 
 
 
 
 
 
 
                                                                  
                                                 
                         (7) ~uDeferral Percentage Test~w 
                             The Deferral Percentage Test is a test
applied on a Plan Year basis to determine 
                             whether a plan meets the requirements
of Code Section 401(k).  The Deferral Percentage 
                             Test may be met by either satisfying
the General Deferral Percentage Test or the 
                             Alternative Deferral Percentage Test. 

                              
                             The General Deferral Percentage Test
is satisfied if the Deferral Percentage for the 
                             Highly Compensated Group does not
exceed 125% of the Deferral Percentage for the 
                             Non-highly Compensated Group.  
                              
                             The Alternative Deferral Percentage
Test is satisfied if the Deferral Percentage for 
                             the Highly Compensated Group does not
exceed the lesser of: 
                              
                                   o the Deferral Percentage for
the Non-highly Compensated Group 
                                     plus 2 percentage points, or 
                                    
                                   o the Deferral Percentage for
the Non-highly Compensated Group 
                                     multiplied by 2.0.  
                                    
                             If (i) one or more Highly Compensated
Employees of the Employer or any Related 
                             Employer are eligible to participate
in both a Cash or Deferred Arrangement and a plan 
                             which provides for Employee After-tax
Contributions or Matching Contributions, (ii) 
                             the Deferral Percentage for the Highly
Compensated Group does not satisfy the General 
                             Deferral Percentage Test, and (iii)
the Contribution Percentage for the Highly 
                             Compensated Group does not satisfy the
General Contribution Percentage Test, then the 
                             Deferral Percentage Test will be
deemed to be satisfied only if the sum of the 
                             Deferral Percentage and the
Contribution Percentage for the Highly Compensated Group 
                             does not exceed the Aggregate Limit. 

                              
                             The Plan will not fail to satisfy the
Deferral Percentage test merely because all of 
                             the Eligible Employees under the Plan
for a Plan Year are Highly Compensated 
                             Employees.  
                              
                         (8) ~uElective Contribution~w 
                             Elective Contribution means any
contribution made by the Employer to a Cash or 
                             Deferred Arrangement on behalf of and
at the election of an Employee.  An Elective 
                             Contribution will be taken into
account for a given Plan Year only if: 
                              
                                   o The Elective Contribution is
allocated to the Participant's 
                                     Account as of a date within
the Plan Year to which it relates; 
                                    
                                   o The allocation is not
contingent upon the Employee's 
                                     participation in the Plan or
performance of services on any date 
                                     after the allocation date; 
                                    
                                   o The Elective Contribution is
actually paid to the trust no later 
                                     than 12 months after the end
of the Plan Year to which the 
                                     Elective Contribution relates;
and 
                                    
                                   o The Elective Contribution
relates to Compensation which either 
                                     (i) but for the Participant's
election to defer, would have been 
                                     received by the Participant in
the Plan Year or (ii) is 
                                     attributable to services
performed by the Participant in the 
                                     Plan Year and, but for the
Participant's election to defer, 
 
 
                                                        4-6       
                                   
 
 
 
 
 
 
 
 
                                                                  
                                   
                                     would have been received by
the Participant within two and 
                                     one-half months after the
close of the Plan Year.  
                                    
                             Elective Contributions will be treated
as Employer Contributions for purposes of Code 
                             Sections 401(a), 401(k), 402(a), 404,
409, 411, 412, 415, 416, and 417.  
                              
                         (9) ~uElective Deferral~w 
                             Elective Deferral means the sum of the
following: 
                              
                                   o Any Elective Contribution to
any Cash or Deferred Arrangement to 
                                     the extent it is not
includable in the Participant's gross 
                                     income for the taxable year of
contribution; 
                                    
                                   o Any employer contribution to
a simplified employee pension as 
                                     defined in Code Section 408(k)
to the extent not includable in 
                                     the Participant's gross income
for the taxable year of 
                                     contribution; 
                                    
                                   o Any employer contribution to
an annuity contract under Code 
                                     Section 403(b) under a salary
reduction agreement to the extent 
                                     not includable in the
Participant's gross income for the taxable 
                                     year of contribution; plus 
                                    
                                   o Any employee contribution
designated as deductible under a trust 
                                     described in Code Section
501(c)(18) for the taxable year of 
                                     contribution.  
                                    
                        (10) ~uEligible Employee~w 
                             Eligible Employee means an Employee
who is directly or indirectly eligible to make a 
                             Cash or Deferred Election under the
Plan for all or a portion of the Plan Year.  An 
                             Employee who is unable to make a Cash
or Deferred Election because the Employee has 
                             not contributed to another plan is
also an Eligible Employee.  An Employee who would 
                             be eligible to make Elective
Contributions but for a suspension due to a distribution, 
                             a loan, or an election not to
participate in the Plan, is treated as an Eligible 
                             Employee for purposes of Code Section
401(k)(3) and 401(m) for a Plan Year even though 
                             the Employee may not make a Cash or
Deferred Election due to the suspension.  Also, an 
                             Employee will not fail to be treated
as an Eligible Employee merely because the 
                             employee may receive no additional
Annual Additions because of Code Section 415(c)(1) 
                             or 415(e).  
                              
                        (11) ~uEmployee After-tax Contribution~w 
                             Employee After-tax Contribution means
any contribution made by an Employee to any plan 
                             maintained by the Employer or any
Related Employer which is other than an Elective 
                             Contribution and which is designated
or treated at the time of contribution as an 
                             after-tax contribution.  Employee
After-tax Contributions include amounts attributable 
                             to Excess Contributions which are
recharacterized as Employee After-tax 
                             Contributions.  
                              
                        (12) ~uExcess Contribution~w 
                             Excess Contribution means, for each
member of the Highly Compensated Group, the amount 
                             of Elective Contribution (including
any Qualified Nonelective Contributions and 
                             Qualified Matching Contributions which
are treated as Elective Contributions) which 
                             exceeds the maximum contribution which
could be made if the Deferral Percentage Test 
                             were to be satisfied.  
 
 
                                                               4-7 
                                                
 
 
 
 
 
 
 
 
                                                                  
                                                 
                              
                        (13) ~uExcess Aggregate Contribution~w 
                             Excess Aggregate Contribution means,
for each member of the Highly Compensated Group, 
                             the amount of Employee After-tax and
Matching Contributions (including any Qualified 
                             Nonelective Contributions and Elective
Contributions which are treated as Matching 
                             Contributions) which exceeds the
maximum contribution which could be made if the 
                             Contribution Percentage Test were to
be satisfied.  
                              
                        (14) ~uExcess Deferral~w 
                             Excess Deferral means, for a given
calendar year, that amount by which each 
                             Participant's total Elective Deferrals
under all plans of all employers exceed the 
                             dollar limit in effect under Code
Section 402(g) for the calendar year.  
                              
                        (15) ~uMatching Contribution~w 
                             Matching Contribution means any
contribution made by the Employer to any plan 
                             maintained by the Employer or any
Related Employer which is based on an Elective 
                             Contribution or an Employee After-tax
Contribution together with any forfeiture 
                             allocated to the Participant's Account
on the basis of Elective Contributions, 
                             Employee After-tax Contributions or
Matching Contributions.  A Matching Contribution 
                             will be taken into account for a given
Plan Year only if: 
                              
                                   o The Matching Contribution is
allocated to a Participant's 
                                     Account as of a date within
the Plan Year to which it relates; 
                                    
                                   o The allocation is not
contingent upon the Employee's 
                                     participation in the Plan or
performance of services on any date 
                                     after the allocation date; 
                                    
                                   o The Matching Contribution is
actually paid to the Trust no later 
                                     than 12 months after the end
of the Plan Year to which the 
                                     Matching Contribution relates;
and 
                                    
                                   o The Matching Contribution is
based on an Elective or Employee 
                                     After-tax Contribution for the
Plan Year.  
                                    
                             Any contribution or allocation, other
than a Qualified Nonelective Contribution, which 
                             is used to meet the minimum
contribution or benefit requirement of Code Section 416 is 
                             not treated as being based on Elective
Contributions or Employee After-tax 
                             Contributions and therefore is not
treated as a Matching Contribution.  
                              
                             Qualified Matching Contribution means
a Matching Contribution which is 100% vested and 
                             may be withdrawn or distributed only
under the conditions described in Treasury 
                             Regulation 1.401(k)-1(d).  
                              
                        (16) ~uNonelective Contribution~w 
                             Nonelective Contribution means any
Employer Contribution, other than a Matching 
                             Contribution, which meets all of the
following requirements: 
                              
                                   o The Nonelective Contribution
is allocated to a Participant's 
                                     Account as of a date within
the Plan Year to which it relates; 
                                    
                                   o The allocation is not
contingent upon the Employee's 
                                     participation in the Plan or
performance of services on any date 
                                     after the allocation date; 
 
 
                                                        4-8       
                                   
 
 
 
 
 
 
 
 
                                                                  
                                   
                                    
                                   o The Nonelective Contribution
is actually paid to the Trust no 
                                     later than 12 months after the
end of the Plan Year to which the 
                                     Nonelective Contribution
relates; and 
                                    
                                   o The Employee may not elect to
have the Nonelective Contribution 
                                     paid in cash in lieu of being
contributed to the Plan.  
                                    
                             Qualified Nonelective Contribution
means a Nonelective Contribution which is 100% 
                             vested and may be withdrawn or
distributed only under the conditions described in 
                             Treasury Regulation 1.401(k)-1(d).  
                              
                     (b) ~uApplication of Deferral Percentage
Test~w 
                         All Elective Contributions, including any
Elective Contributions which are treated as 
                         Employee After-tax or Matching
Contributions with respect to the Contribution Percentage 
                         Test, must satisfy the Deferral Percentage
Test.  Furthermore, any Elective Contributions 
                         which are not treated as Employee
After-tax or Matching Contributions with respect to the 
                         Contribution Percentage Test must satisfy
the Deferral Percentage Test.  The Plan 
                         Administrator will determine as soon as
administratively feasible after the end of the 
                         Plan Year whether the Deferral Percentage
Test has been satisfied.  If the Deferral 
                         Percentage Test is not satisfied, the
Employer may elect to make an additional 
                         contribution to the Plan on account of the
Non-highly Compensated Group.  The additional 
                         contribution will be treated as a
Nonelective Contribution.  
                          
                         If the Deferral Percentage Test is not
satisfied after any Nonelective Contributions, the 
                         Plan Administrator may, in its sole
discretion, recharacterize all or any portion of the 
                         Excess Contribution of each Highly
Compensated Employee as an Employee After-tax 
                         Contribution if Employee After-tax
Contributions are otherwise allowed by the Plan.  If 
                         so, the Plan Administrator will notify all
affected Participants and the Internal Revenue 
                         Service of the amount recharacterized no
later than the 15th day of the third month 
                         following the end of the Plan Year in
which the Excess Contribution was made.  Excess 
                         Contributions will be includable in the
Participant's gross income on the earliest date 
                         any Elective Contribution made on behalf
of the Participant during the Plan Year would 
                         have been received by the Participant had
the Participant elected to receive the amount in 
                         cash.  Recharacterized Excess
Contributions will continue to be treated as Employer 
                         Contributions that are Elective
Contributions for all other purposes under the Code, 
                         including Code Sections 401(a) (other than
401(a)(4) and 401(m)), 404, 409, 411, 412, 415, 
                         416, 417 and 401(k)(2).  With respect to
the Plan Year for which the Excess Contribution 
                         was made, the Plan Administrator will
treat the recharacterized amount as an Employee 
                         After-tax Contribution for purposes of the
Deferral Percentage Test and the Contribution 
                         Percentage Test and for purposes of
determining whether the Plan meets the requirements of 
                         Code Section 401(a)(4), but not for any
other purposes under this Plan.  Therefore, 
                         recharacterized amounts will remain
subject to the nonforfeiture requirements and 
                         distribution limitations which apply to
Elective Contributions.  
                          
                         If the Deferral Percentage Test is still
not satisfied, then after the close of the Plan 
                         Year in which the Excess Contribution
arose but within 12 months after the close of that 
                         Plan Year, the Plan Administrator will
distribute the Excess Contributions, together with 
                         allocable income, to the affected
Participants of the Highly Compensated Group to the 
                         extent necessary to satisfy the Deferral
Percentage Test.  Failure to do so will cause the 
                         Plan to not satisfy the requirements of
Code Section 401(a)(4) for the Plan Year for which 
                         the Excess Contribution was made and for
all subsequent Plan Years for which the Excess 
                         Contribution remains uncorrected.  
                          
 
 
                                                               4-9 
                                                
 
 
 
 
 
 
 
 
                                                                  
                                                 
                         The amount of Excess Contribution to be
distributed to a Highly Compensated Employee for a 
                         Plan Year will be reduced by any Excess
Deferrals previously distributed to the 
                         Participant for the calendar year ending
with or within the Plan Year in accordance with 
                         Code Section 402(g)(2).  
                          
                         Excess Contributions will be treated as
Employer Contributions for purposes of Code 
                         Sections 404 and 415 even if distributed
from the Plan.  
                          
                     (c) ~uApplication of Contribution Percentage
Test~w 
                         Employee After-tax Contributions and
Matching Contributions, disregarding any Matching 
                         Contributions which are treated as
Elective Contributions with respect to the Deferral 
                         Percentage Test, must satisfy the
Contribution Percentage Test.  The Plan Administrator 
                         will determine as soon as administratively
feasible after the end of the Plan Year whether 
                         the Contribution Test has been satisfied. 
If the Contribution Percentage Test is not 
                         satisfied, the Employer may elect to make
an additional contribution to the Plan for the 
                         benefit of the Non-Highly Compensated
Group.  The additional contribution will be treated 
                         as a Nonelective Contribution.  
                          
                         If the Contribution Percentage Test is
still not satisfied, then after the close of the 
                         Plan Year in which the Excess Aggregate
Contribution arose but within 12 months after the 
                         close of that Plan Year, the Plan
Administrator will distribute (or forfeit, to the extent 
                         not vested) the Excess Aggregate
Contributions, together with allocable income, to the 
                         affected Participants of the Highly
Compensated Group to the extent necessary to satisfy 
                         the Contribution Percentage Test.  Failure
to do so will cause the Plan to not satisfy the 
                         requirements of Code Section 401(a)(4) for
the Plan Year for which the Excess Aggregate 
                         Contribution was made and for all
subsequent Plan Years for which the Excess Aggregate 
                         Contribution remains uncorrected.  
                          
                         The determination of any Excess Aggregate
Contributions will be made after the 
                         recharacterization of any Excess
Contributions as Employee After-tax Contributions.  
                          
                         Excess Aggregate Contributions, including
forfeited Matching Contributions, will be 
                         treated as Employer Contributions for
purposes of Code Sections 404 and 415 even if they 
                         are distributed from the Plan.  
                          
                         Forfeited Matching Contributions that are
reallocated to the Accounts of other 
                         Participants are treated as Annual
Additions under Code Section 415 for the Participant 
                         whose Accounts they are reallocated to and
for the Participants from whose Accounts they 
                         are forfeited.  
                          
                     (d) ~uFamily Aggregation~w 
                         The Deferral Percentage or the
Contribution Percentage (the "Relevant Percentage") for any 
                         Highly Compensated Employee who is subject
to the family aggregation rules of Section 
                         1.18(c) will be determined by combining
the Elective Contributions, Employee After-tax 
                         Contributions, Matching Contribution,
amounts treated as Elective or Matching 
                         Contributions and Compensation of all the
eligible Family Members.  
                          
                         The determination and correction of Excess
Contributions and Excess Aggregate 
                         Contributions of a Highly Compensated
Employee whose Relevant Percentage is determined 
                         under the family aggregation rules is
accomplished by reducing the Relevant Percentage as 
                         provided for in Sections 4.05(b) and
4.05(c) and Excess Contributions or Excess Aggregate 
                         Contributions for the family group are
allocated among the Family Members whose 
                         contributions were combined to determine
the Relevant Percentage in proportion to the 
                         Elective Contributions or Nonelective and
Matching Contributions of each Family Member.  
 
 
                                                               4-10 
                                               
 
 
 
 
 
 
 
 
                                                                  
                                                 
                          
                         For all purposes under this Section, the
contributions and compensation of eligible Family 
                         Members who are not Highly Compensated
Employees without regard to family aggregation are 
                         disregarded when determining the Relevant
Percentage for the Non-highly Compensated 
                         Group.  
                          
                     (e) ~uReduction of Excess Amounts~w 
                         The total Excess Contribution or total
Excess Aggregate Contribution will be reduced in a 
                         manner so that the Deferral Percentage or
the Contribution Percentage (Relevant 
                         Percentage) of the affected Participant(s)
with the highest Relevant Percentage will first 
                         be lowered to a point not less than the
level of the affected Participant(s) with the next 
                         highest Relevant Percentage.  If further
overall reductions are required to satisfy the 
                         relevant test, each of the above
Participants' (or groups of Participants') Relevant 
                         Percentage will be lowered to a point not
less than the level of the affected 
                         Participant(s) with the next highest
Relevant Percentage, and so on continuing until 
                         sufficient total reductions have occurred
to achieve satisfaction of the relevant test.  
                          
                     (f) ~uPriority of Reductions~w 
                         The Plan Administrator will determine the
method and order of correcting Excess 
                         Contributions and Excess Aggregate
Contributions.  The method of correcting Excess 
                         Contributions and Excess Aggregate
Contributions must meet the requirements of Code 
                         Section 401(a)(4).  The determination of
whether a rate of Matching Contribution 
                         discriminates under Code Section 401(a)(4)
will be made after making any corrective 
                         distributions of Excess Deferrals, Excess
Contributions and Excess Aggregate 
                         Contributions.  
                          
                         Excess Aggregate Contributions (and any
attributable income) will be corrected first, by 
                         distributing any excess Employee After-tax
Contributions (and any attributable income); 
                         then by distributing vested excess
Matching Contributions (and any attributable income); 
                         and finally, by forfeiting or distributing
non-vested Matching Contributions (and any 
                         attributable income).  The Plan will not
distribute Employee After-tax Contributions while 
                         the Matching Contributions based upon
those Employee After-tax Contributions remain 
                         allocated.  
                          
                     (g) ~uIncome~w 
                         The income allocable to any Excess
Contribution made to a given Account for a given Plan 
                         Year will be equal to the total income
allocated to the Account for the Plan Year, 
                         multiplied by a fraction, the numerator of
which is the amount of the Excess Contribution 
                         and the denominator of which is equal to
the sum of the balance of the Account at the 
                         beginning of the Plan Year plus the
Participant's Elective Contributions and amounts 
                         treated as Elective Contributions for the
Plan Year.  
                          
                         The income allocable to any Excess
Aggregate Contribution made to a given Account for a 
                         given Plan Year will be equal to the total
income allocated to the Account for the Plan 
                         Year, multiplied by a fraction, the
numerator of which is the amount of the Excess 
                         Aggregate Contribution and the denominator
of which is equal to the sum of the balance of 
                         the Account at the beginning of the Plan
Year plus the Participant's Employee After-tax 
                         and Matching Contributions and amounts
treated as Employee After-tax and Matching 
                         Contributions for the Plan Year.  
                          
                         Notwithstanding the foregoing, the Plan
may use any reasonable method for computing the 
                         income allocable to any Excess
Contribution or Excess Aggregate Contribution provided the 
                         method does not violate Code Section
401(a)(4), is used consistently for all corrective 
                         distributions under the Plan for the Plan
Year, and is used by the Plan for allocating 
 
 
                                                               4-11 
                                               
 
 
 
 
 
 
 
 
                                                                  
                                                 
                         income to the Participants' Accounts.  
                          
                         Income includes all earnings and
appreciation, including interest, dividends, rents, 
                         royalties, gains from the sale of
property, and appreciation in the value of stocks, 
                         bonds, annuity and life insurance
contracts and other property, regardless of whether the 
                         appreciation has been realized.  
                          
                     (h) ~uTreatment as Elective Contributions~w 
                         The Plan Administrator may, in its
discretion, treat all or any portion of Qualified 
                         Nonelective Contributions or Qualified
Matching Contributions or both, whether to this 
                         Plan or to any other qualified plan which
has the same Plan Year and is maintained by the 
                         Employer or a Related Employer, as
Elective Contributions for purposes of satisfying the 
                         Deferral Percentage Test if they meet all
of the following requirements: 
                          
                           o All Nonelective Contributions,
including the Qualified Nonelective Contributions 
                             treated as Elective Contributions for
purposes of the Deferral Percentage Test, 
                             satisfy the requirements of Code
Section 401(a)(4); 
                            
                           o Any Nonelective Contributions which
are not treated as Elective Contributions for 
                             purposes of the Deferral Percentage
Test or as Matching Contributions for purposes 
                             of the Contribution Percentage Test
satisfy the requirements of Code Section 
                             401(a)(4); 
                            
                           o The Qualified Matching Contributions
which are treated as Elective Contributions for 
                             purposes of the Deferral Percentage
Test are not taken into account in determining 
                             whether any Employee After-tax
Contributions or other Matching Contributions satisfy 
                             the Contribution Percentage Test; 
                            
                           o Any Matching Contributions which are
not treated as Elective Contributions for 
                             purposes of the Deferral Percentage
Test satisfy the requirements of Code Section 
                             401(m); and 
                            
                           o The plan which includes the Cash or
Deferred Arrangement and the plan or plans to 
                             which the Qualified Nonelective
Contributions and Qualified Matching Contributions 
                             are made could be aggregated for
purposes of Code Section 410(b).  
                            
                     (i) ~uTreatment as Matching Contributions~w 
                         The Plan Administrator may, in its
discretion, treat all or any portion of Qualified 
                         Nonelective Contributions or Elective
Contributions or both, whether to this Plan or to 
                         any other qualified plan which has the
same Plan Year and is maintained by the Employer or 
                         a Related Employer, as Matching
Contributions for purposes of satisfying the Contribution 
                         Percentage Test if they meet all of the
following requirements: 
                          
                           o All Nonelective Contributions,
including the Qualified Nonelective Contributions 
                             treated as Matching Contributions for
purposes of the Contribution Percentage Test, 
                             satisfy the requirements of Code
Section 401(a)(4); 
                            
                           o Any Nonelective Contributions which
are not treated as Elective Contributions for 
                             purposes of the Deferral Percentage
Test or as Matching Contributions for purposes 
                             of the Contribution Percentage Test
satisfy the requirements of Code Section 
                             401(a)(4); 
                            
                           o The Elective Contributions which are
treated as Matching Contributions for purposes 
                             of the Contribution Percentage Test
are not taken into account in determining 
 
 
                                                              4-12 
                                              
 
 
 
 
 
 
 
 
                                                                  
                                               
                             whether any other Elective
Contributions satisfy the Deferral Percentage Test; 
                            
                           o The Qualified Nonelective
Contributions and Elective Contributions which are treated 
                             as Matching Contributions for purposes
of the Contribution Percentage Test are not 
                             taken into account in determining
whether any other contributions or benefits 
                             satisfy Code Section 401(a); and 
                            
                           o All Elective Contributions, including
those treated as Matching Contributions for 
                             purposes of the Contribution
Percentage Test, satisfy the requirements of Code 
                             Section 401(k)(3); and 
                            
                           o The plan that takes Qualified
Nonelective Contributions and Elective Contributions 
                             into account in determining whether
Employee After-tax and Matching Contributions 
                             satisfy the requirements of Code
Section 401(m)(2)(A) and the plan or plans to which 
                             the Qualified Nonelective
Contributions and Elective Contributions are made could be 
                             aggregated for purposes of Code
Section 410(b).  
                            
                     (j) ~uAggregation of Plans~w 
                         If the Employer or a Related Employer
sponsors one or more other plans which include a 
                         Cash or Deferred Arrangement, the Employer
may elect to treat any two or more of such 
                         plans as an aggregated single plan for
purposes of satisfying Code Sections 401(a)(4), 
                         401(k) and 410(b).  The Cash of Deferred
Arrangements included in such aggregated plans 
                         will be treated as a single Arrangement
for purposes of this Section.  However, only those 
                         plans that have the same plan year may be
so aggregated.  
                          
                         If the Employer or a Related Employer
sponsors one or more other plans to which Employee 
                         After-tax Contributions or Matching
Contributions are made, the Employer may elect to 
                         treat any two or more of such plans as an
aggregated single plan for purposes of 
                         satisfying Code Sections 401(a)(4), 401(m)
and 410(b).  However, only those plans that 
                         have the same plan year may be so
aggregated.  
                          
                         Any such aggregation must be made in
accordance with Treasury Regulation 
                         1.401(k)-1(b)(3).  For example,
contributions and allocations under the portion of a plan 
                         described in Code Section 4975(e)(7) (an
ESOP) may not be aggregated with the portion of a 
                         plan not described in Code Section
4975(e)(7) (a non-ESOP) for purposes of determining 
                         whether the ESOP or non-ESOP satisfies the
requirements of Code Sections 401(a)(4), 
                         401(k), 401(m) and 410(b).  
                          
                         Plans that could be aggregated under Code
Section 410(b) but that are not actually 
                         aggregated for a Plan Year for purposes of
Code Section 410(b) may not be aggregated for 
                         purposes of Code Sections 401(k) and
401(m).  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
                                                               4-13 
                                               
 
 
 
 
 
 
 
 
                                                                  
                                                 
                                                           
~bARTICLE 5 
 
                                                       RETIREMENT
BENEFITS~p 
 
                
               5.01  ~uValuation of Accounts~w 
                     For purposes of this Article, the value of a
Participant's Accrued Benefit will be determined 
                     as of the Valuation Date immediately preceding
the date that benefits are to be distributed.  
                
               5.02  ~uNormal Retirement~w 
                     After an Active Participant reaches his Normal
Retirement Date, he may elect to retire.  Upon 
                     such retirement he will become a Retired
Participant and his Accrued Benefit will become 
                     distributable to him.  A Participant's Accrued
Benefit will become nonforfeitable no later 
                     than the date upon which he attains his Normal
Retirement Age.  The form and timing of benefit 
                     payment will be governed by the provisions of
Section 5.05.  
                
               5.03  ~uDisability Retirement~w 
                     In the event of a Participant's termination
due to Disability, he will be entitled to begin to 
                     receive a distribution of his Accrued Benefit
which will become nonforfeitable as of his date 
                     of termination.  The form and timing of
benefit payment will be governed by the provisions of 
                     Section 5.05.  
                      
                     Disability means the determination by the Plan
Administrator that a Participant is unable by 
                     reason of any medically determinable physical
or mental impairment to perform the usual duties 
                     of his employment or of any other employment
for which he is reasonably qualified based upon 
                     his education, training and experience.  
                
               5.04  ~uTermination of Employment~w 
                
                     (a) ~uIn General~w 
                         If a Participant's employment terminates
for any reason other than retirement, death, or 
                         disability, his Accrued Benefit will
become distributable to him as of the last day of the 
                         month which coincides with or next follows
the last date upon which any contributions on 
                         the Participant's behalf are made to the
Trust following the Participant's date of 
                         termination of employment (or as of such
earlier date as determined by the Plan 
                         Administrator in a uniform and
nondiscriminatory manner).  The form and timing of benefit 
                         payment will be governed by the provisions
of Section 5.05.  
                          
                     (b) ~uCash-Out Distribution~w 
                         If a Participant terminates employment and
receives a distribution equal to the Vested 
                         Percentage of his Matching Account, a
Cash-Out Distribution will be deemed to have 
                         occurred if the following conditions are
met: 
                          
                         (1) The Participant was less than 100%
vested in his Matching Account; and 
                          
                         (2) The entire distribution is made before
the last day of the second Plan Year following 
                             the Plan Year in which the Participant
terminated employment.  
                          
                     (c) ~uRestoration of Matching Account~w 
                         If, following the date of a Cash-Out
Distribution, a Participant returns to an Eligible 
                         Employee Classification prior to incurring
5 consecutive One Year Breaks-in-Service, then 
                         the Participant will have the right to
repay to the Trustee, within 5 years after his 
                         return date, the portion of the Cash-Out
Distribution which was attributable to his 
                         Matching Account in order to restore such
Account to its value as of the date of the 
 
 
                                                               5-1 
                                                
 
 
 
 
 
 
 
 
                                                                  
                                                 
                         Cash-Out Distribution.  
                          
                         The Plan Administrator will restore an
eligible Participant's Matching Account as of the 
                         Accounting Date coincident with or
immediately following the complete repayment of the 
                         Cash-Out Distribution.  To restore the
Participant's Matching Account, the Plan 
                         Administrator, to the extent necessary,
will, under rules and guidelines applied in a 
                         uniform and nondiscriminatory manner,
first allocate to the Participant's Matching Account 
                         the amount, if any, of Forfeitures which
would otherwise be allocated under Article 3.  To 
                         the extent such forfeitures for a
particular Accounting Period are insufficient to enable 
                         the Plan Administrator to make the
required restoration, the Employer will contribute such 
                         additional amount as is necessary to
enable the Plan Administrator to make the required 
                         restoration.  The Plan Administrator will
not take into account the allocation under this 
                         Section in applying the limitation on
allocations under Article 7.  
                          
                     (d) ~uNon-Vested Participant~w 
                         If a Participant who is zero percent
vested in his Matching Account terminates employment, 
                         a Cash-Out Distribution will be deemed to
have occurred as of the Participant's date of 
                         termination of employment.  
                          
                         If the Participant subsequently returns to
an Eligible Employee Classification prior to 
                         incurring five consecutive One Year
Breaks-in-Service, then the Participant will 
                         immediately become entitled to a complete
restoration of his Matching Account as of the 
                         Accounting Date coincident with or next
following his date of re-employment.  Such 
                         restoration will be made in accordance
with the provisions of Section 5.04(c).  
                
               5.05  ~uForm of Benefit Payment~w 
                     Subject to the provisions of Section 5.06, the
Plan Administrator will direct the Trustee to 
                     make the payment of any benefit provided under
this Plan upon the event giving rise to such 
                     benefit within 60 days following the receipt
of a Participant's written request for the 
                     payment of benefits on a form provided by the
Plan Administrator.  The Plan Administrator may 
                     temporarily suspend such processing in the
event of unusual or extraordinary circumstances 
                     such as the conversion of Plan records from
one recordkeeper to another.  
                      
                     The form of benefit will be a lump sum
payment, unless the Participant elects a direct 
                     transfer pursuant to Section 5.07.  
                      
                     If a Participant's Vested Accrued Benefit is
in excess of $3,500, any payment of benefits 
                     prior to the Participant's Normal Retirement
Date will be subject to the Participant's written 
                     consent.  If the value of his Vested Accrued
Benefit at the time of any distribution exceeds 
                     $3,500, the value of his Vested Accrued
Benefit at any later time will be deemed to also 
                     exceed $3,500.  
                
               5.06  ~uCommencement of Benefit~w 
                     Subject to the provisions of this Article,
commencement of a benefit will, unless the 
                     Participant elects otherwise in writing, begin
not later than the 60th day after the later of 
                     the close of the Plan Year in which the
Participant attains Normal Retirement Age or the close 
                     of the Plan Year which contains the date the
Participant terminates his service with the 
                     Employer.  
                      
                     Payment of a Participant's benefits must begin
no later than his Required Beginning Date.  
                      
                     All distributions required under this Section
will be determined and made in accordance with 
                     the regulations issued under Code Section
401(a)(9), including those dealing with minimum 
                     distribution requirements.  Notwithstanding
the provisions of Section 5.05, an Active 
 
 
                                                               5-2 
                                                
 
 
 
 
 
 
 
 
                                                                  
                                                 
                     Participant who has reached his Required
Beginning Date will receive an annual distribution of 
                     his Accrued Benefit equal to the minimun
required distribution determined under Code Section 
                     401(a)(9).  
                      
                     For purposes of this Section, life expectancy
and joint and last survivor expectancy are to be 
                     computed by the use of the return multiples
contained in Section 1.72-9 of the Income Tax 
                     Regulations.  
                      
                     If the Participant dies after distribution of
his interest has begun, the remaining portion of 
                     the interest will continue to be distributed
at least as rapidly as under the method of 
                     distribution being used before the
Participant's death.  
                
               5.07  ~uDirected Transfer of Eligible Rollover
Distributions~w 
                
                     (a) ~uGeneral~w 
                         This Section applies to distributions made
on or after January 1, 1993.  Notwithstanding 
                         any provision of the Plan to the contrary
that would otherwise limit a Distributee's 
                         election under this Section, a Distributee
may elect, at the time and in the manner 
                         prescribed by the Plan Administrator, to
have any portion of an Eligible Rollover 
                         Distribution paid directly to an Eligible
Retirement Plan specified by the Distributee in 
                         a Direct Rollover.  
                          
                     (b) ~uEligible Rollover Distribution~w 
                         An Eligible Rollover Distribution is any
distribution of all or any portion of the balance 
                         to the credit of the Distributee, except
that an Eligible Rollover Distribution does not 
                         include: any distribution that is one of
a series of substantially equal periodic payments 
                         (not less frequently than annually) made
for the life (or life expectancy) of the 
                         Distributee or the joint lives (or joint
life expectancies) of the Distributee and the 
                         Distributee's designated beneficiary, or
for a specified period of ten years or more; any 
                         distribution to the extent such
distribution is required under section 401(a)(9) of the 
                         Code; and the portion of any distribution
that is not includible in gross income 
                         (determined without regard to the
exclusion for net unrealized appreciation with respect 
                         to employer securities).  
                          
                     (c) ~uEligible Retirement Plan~w 
                         An Eligible Retirement Plan is an
individual retirement account described in section 
                         408(a) of the Code, an individual
retirement annuity described in section 408(b) of the 
                         Code, or a qualified trust described in
section 401(a) of the Code, that accepts the 
                         Distributee's Eligible Rollover
Distribution.  However, in the case of an Eligible 
                         Rollover Distribution to the surviving
spouse, an Eligible Retirement Plan is an 
                         individual retirement account or
individual retirement annuity.  
                          
                     (d) ~uDistributee~w 
                         A Distributee includes an Employee or
Former Employee.  In addition, the Employee's or 
                         Former Employee's surviving spouse and the
Employee's or Former Employee's spouse or 
                         former spouse who is the alternate payee
under a qualified domestic relations order, as 
                         defined in section 414(p) of the Code, are
Distributees with regard to the interest of the 
                         spouse or former spouse.  
                          
                     (e) ~uDirect Rollover~w 
                         A Direct Rollover is a payment by the Plan
to the Eligible Retirement Plan specified by 
                         the Distributee.  
                
 
 
 
                                                               5-3 
                                                
 
 
 
 
 
 
 
 
                                                                  
                                                 
                     (f) ~uWaiver of 30-Day Notice~w 
                         If a distribution is one to which Code
Sections 401(a)(11) and 417 do not apply, such 
                         distribution may commence less than 30
days after the notice required under Section 
                         1.411(a)-11(c) of the Income Tax
Regulations is given, provided that: 
                          
                           o the Plan Administrator clearly informs
the Participant that the Participant has 
                             a right to a period of at least 30
days after receiving the notice to consider 
                             the decision of whether or not to
elect a distribution (and, if applicable, a 
                             particular distribution option); and 
                            
                           o the Participant, after receiving the
notice, affirmatively elects to receive a 
                             distribution.  
                
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
                                                               5-4 
                                                
 
 
 
 
 
 
 
 
                                                                  
                                                 
                                                           
~bARTICLE 6 
 
                                                          DEATH
BENEFIT~p 
 
                
               6.01  ~uValuation of Accounts~w 
                     For purposes of this Article, the value of a
Participant's Accrued Benefit will be determined 
                     as of the Valuation Date immediately preceding
the date that benefits are to be distributed.  
                
               6.02  ~uDeath Benefit~w 
                     In the event of the death of a Participant
prior to the date on which he receives a complete 
                     distribution of his benefit under the Plan,
the Participant's Beneficiary will be entitled to 
                     receive the value of the Participant's Accrued
Benefit.  
                
               6.03  ~uDesignation of Beneficiary~w 
                     Each Participant will be given the opportunity
to designate a Beneficiary or Beneficiaries, 
                     and from time to time the Participant may file
with the Plan Administrator a new or revised 
                     designation on the form provided by the Plan
Administrator.  If a Participant is married, any 
                     designation of a Beneficiary other than the
Participant's spouse must be consented to by the 
                     Participant's spouse pursuant to a Qualified
Election.  
                      
                     If a Participant dies without designating a
Beneficiary, or if the Participant is predeceased 
                     by all designated Beneficiaries and contingent
Beneficiaries, the Plan Administrator will 
                     distribute all benefits which are payable in
the event of the Participant's death in the 
                     following manner and to the first of the
following (who are listed in order of priority) who 
                     survive the Participant by at least 30 days: 
                      
                        o All to the Participant's Surviving
Spouse; 
                         
                        o Equally among the then living children of
the Participant (by birth or adoption); 
                         
                        o Among the Participant's then living
lineal descendants, by right of representation; or 
                         
                        o The Participant's estate.  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
                                                               6-1 
                                                
 
 
 
 
 
 
 
 
                                                                  
                                                 
                                                           
~bARTICLE 7 
 
                                                     LIMITATIONS ON
BENEFITS~p 
 
                
               7.01  ~uLimitation on Annual Additions~w 
                     The amount of the Annual Addition which may be
allocated under this Plan to any Participant's 
                     Account as of any Allocation Date will not
exceed the Defined Contribution Limit (based upon 
                     his Aggregate Compensation up to such
Valuation Date) reduced by the sum of any allocations of 
                     annual additions made to Participant's
Accounts under this Plan as of any preceding Allocation 
                     Date within the Limitation Year.  
                      
                     If the Annual Addition under this Plan on
behalf of a Participant is to be reduced as of any 
                     Allocation Date as a result of the next
preceding paragraph, the reduction will be, to the 
                     extent required, effected by first reducing
Participant contributions (which increase the 
                     annual addition), then Forfeitures (if any),
and then Employer contributions to be allocated 
                     under this Plan on behalf of the Participant
as of the Allocation Date.  
                      
                     Any necessary reduction will be made as
follows: 
                      
                     (a) The amount of the reduction consisting of
nondeductible Participant contributions will be 
                         paid to the Participant as soon as
administratively feasible.  
                      
                     (b) The amount of the reduction consisting of
any other Participant contributions will be paid 
                         to the Participant as soon as
administratively feasible.  
                      
                     (c) The amount of the reduction consisting of
Forfeitures will be allocated and reallocated to 
                         other Accounts in accordance with the Plan
formula for allocating Forfeitures to the 
                         extent that such allocations do not cause
the additions to any other Participant's 
                         Accounts to exceed the lesser of the
Defined Contribution Limit or any other limitation 
                         provided in the Plan.  
                      
                     (d) The amount of the reduction consisting of
Employer contributions will be allocated and 
                         reallocated to other Accounts in
accordance with the Plan formula for Employer 
                         Contributions to the extent that such
allocations do not cause the additions to any other 
                         Participant's Accounts to exceed the
lesser of the Defined Contribution Limit or any other 
                         limitation provided in the Plan.  
                      
                     (e) To the extent that the reductions
described in paragraph (d) cannot be allocated to other 
                         Participant's Accounts, the reductions
will be allocated to a suspense account as 
                         Forfeitures and held therein until the
next succeeding Allocation Date on which 
                         Forfeitures could be applied under the
provisions of the Plan.  All amounts held in a 
                         suspense account must be applied as
Forfeitures before any additional contributions, which 
                         would constitute annual additions, may be
made to the Plan.  If the Plan terminates, the 
                         suspense account will revert to the
Employer to the extent it may not be allocated to any 
                         Participant's Accounts.  
                      
                     (f) If a suspense account is in existence at
any time during a Limitation Year pursuant to 
                         this Section, it will not participate in
the allocation of the Trust Fund's investment 
                         gains and losses.  
                
 
 
 
 
 
                                                               7-1 
                                                
 
 
 
 
 
 
 
 
                                                                  
                                                 
               7.02  ~uWhere Employer Maintains Another Qualified
Plan~w 
                
                     (a) ~uWhere Employer Maintains Another
Qualified Defined Contribution Plan~w 
                         If the Employer maintains this Plan and
one or more other qualified defined contribution 
                         plans, one or more welfare benefit funds
(as defined in Code Section 419(e)), or one or 
                         more individual medical accounts (as
defined in Code Section 415(l)(2)), all of which are 
                         referred to in this Article 7 as
"qualified defined contribution plans", the annual 
                         additions allocated under this Plan to any
Participant's Accounts will be limited in 
                         accordance with the allocation provisions
of this Section 7.02(a).  
                          
                         The amount of the Annual Additions which
may be allocated under this Plan to any 
                         Participant's Accounts as of any
Allocation Date will not exceed the Defined Contribution 
                         Limit (based upon Aggregate Compensation
up to the allocation date) reduced by the sum of 
                         any allocations of Annual Additions made
to the Participant's Accounts under this Plan and 
                         any other qualified defined contribution
plans maintained by the Employer as of any 
                         earlier Allocation Date within the
Limitation Year.  
                          
                         If a Allocation Date of this Plan
coincides with a Allocation Date of any other plan 
                         described in the above paragraph, the
amount of Annual Additions to be allocated on behalf 
                         of a Participant under this Plan as of
such date will be an amount equal to the product of 
                         the amount described in the next preceding
paragraph multiplied by a fraction (not to 
                         exceed 1.0), the numerator of which is the
amount to be allocated under this Plan without 
                         regard to this Article during the
Limitation Year and the denominator of which is the 
                         amount that would otherwise be allocated
on this Allocation Date under all plans without 
                         regard to this Article 7.  
                          
                         If the Annual Addition under this Plan on
behalf of a Participant is to be reduced as of 
                         any Allocation Date as a result of the
next preceding two paragraphs, the reduction will 
                         be, to the extent required, effected by
first reducing Participant contributions (which 
                         increase the annual addition), then
Forfeitures (if any), and then any Employer 
                         contributions, to be allocated under this
Plan on behalf of the Participant as of the 
                         Allocation Date.  
                          
                         If as a result of the first four
paragraphs of this Section 7.02 the allocation of 
                         additions is reduced, the reduction will
be treated in the manner described in the third 
                         paragraph of Section 7.01.  
                          
                     (b) ~uWhere Employer Maintains a Qualified
Defined Benefit Plan~w 
                      
                         (1) ~uIn General~w 
                             If the Employer maintains (or has ever
maintained), in addition to this Plan, one or 
                             more qualified defined benefit plans,
then for any Limitation Year, the sum of the 
                             Defined Benefit Plan Fraction and the
Defined Contribution Plan Fraction will not 
                             exceed 1.0.  If, in any Limitation
Year, the sum of the Defined Benefit Plan Fraction 
                             and the Defined Contribution Plan
Fraction for a Participant would exceed 1.0 without 
                             adjustment to the amount of the annual
benefit that can be paid to the Participant 
                             under the defined benefit plan, then
the amount of annual benefit that would otherwise 
                             be paid to the Participant under the
defined benefit plan will be reduced to the 
                             extent necessary to reduce the sum of
the Defined Benefit Plan Fraction and the 
                             Defined Contribution Plan Fraction for
the Participant to 1.0.  
                              
                         (2) ~uTransition Rule under TRA '86~w 
                             If a plan was in existence on May 6,
1986, the numerator of the Defined Contribution 
                             Plan Fraction will be reduced (to not
less than zero) as prescribed by the Secretary 
 
 
                                                               7-2 
                                                
 
 
 
 
 
 
 
 
                                                                  
                                                 
                             of the Treasury by subtracting the
amount required to decrease the sum of the Defined 
                             Contribution Plan Fraction plus the
Defined Benefit Plan Fraction to 1.0.  Such amount 
                             is determined (as of the first day of
the first Limitation Year beginning on or after 
                             January 1, 1987) as the product of: 
                              
                             (A) The amount by which, without this
adjustment, the sum of the Defined Contribution 
                                 Plan Fraction plus the Defined
Benefit Plan Fraction exceeds 1.0, multiplied by 
                              
                             (B) The denominator of the Defined
Contribution Plan Fraction, as computed through the 
                                 last Limitation Year beginning
before January 1, 1987, disregarding any changes in 
                                 the terms and conditions of the
plan after May 5, 1986.  
                              
                             This subparagraph 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.  
                              
                         (3) ~uTransition Rule under TEFRA~w 
                             In the case of a plan which met the
limitation of Section 415 of the Code for the last 
                             Limitation Year beginning before
January 1, 1983, the numerator of the Defined 
                             Contribution Plan Fraction will be
reduced (to not less than zero) as prescribed by 
                             the Secretary of the Treasury by
subtracting the amount required to decrease the sum 
                             of the Defined Contribution Plan
Fraction plus the Defined Benefit Plan Fraction to 
                             1.0.  Such amount is determined (as of
the first day of the first Limitation Year 
                             beginning on or after January 1, 1983)
as the product of: 
                              
                             (A) The amount by which, without this
adjustment, the sum of the Defined Contribution 
                                 Plan Fraction plus the Defined
Benefit Plan Fraction exceeds 1.0, multiplied by 
                              
                             (B) The denominator of the Defined
Contribution Plan Fraction, as computed through the 
                                 last Limitation Year beginning
before January 1, 1983.  
                
               7.03  ~uDefinitions Applicable to Article 7~w 
                
                     (a) ~uAggregate Compensation~w 
                         Aggregate Compensation means 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 paid to salesmen,
compensation for services on the basis of a 
                         percentage of profits, commissions on
insurance premiums, tips and bonuses), and excluding 
                         the following: 
                          
                           o Employer contributions to a plan of
deferred compensation which are not included 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 the 
                             contributions are deductible by the
employee, or any distributions from a plan of 
                             deferred compensation; 
                            
                           o Amounts realized from the exercise of
a nonqualified 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; 
                            
                           o Amounts realized from the sale,
exchange or other disposition of stock acquired 
                             under a qualified stock option; and 
                            
 
 
                                                              7-3 
                                               
 
 
 
 
 
 
 
 
                                                                  
                                               
                           o Other amounts which received special
tax benefits, or contributions made by the 
                             employer (whether or not under a
salary reduction agreement) toward 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).  
                            
                         Aggregate Compensation excludes any
amounts contributed by the Employer or any Related 
                         Employer on behalf of any Employee
pursuant to a salary reduction agreement which are not 
                         includable in the gross income of the
Employee due to Code Section 125, 402(e)(3), 402(h) 
                         or 403(b).  
                          
                         Aggregate Compensation in excess of the
Statutory Compensation Limit is disregarded.  
                          
                         Aggregate Compensation for any Limitation
Year is the Aggregate Compensation actually paid 
                         or includable in gross income in such
year.  
                          
                     (b) ~uAllocation Date~w 
                         Allocation Date means the date with
respect to which all or a portion of employer 
                         contributions, employee contributions or
forfeitures or both are allocated to participant 
                         accounts under a defined contribution
plan.  
                          
                     (c) ~uAnnual Additions~w 
                         For Plan Years beginning after December
31, 1986, Annual Additions are the sum of the 
                         following amounts allocated to any defined
contribution plan maintained by the Employer 
                         (including voluntary contributions to any
defined benefit plan maintained by the Employer) 
                         on behalf of a Participant for a
Limitation Year: 
                          
                           o All Employee and Employer
contributions; 
                            
                           o All reallocated forfeitures; 
                            
                           o Amounts allocated after March 31,
1984, to an individual medical account, as defined 
                             in Code Section 415(l)(2) which is
part of a pension or annuity plan maintained by 
                             the Employer, and amounts derived from
contributions paid or accrued after December 
                             31, 1985, in taxable years ending
after that date, which are attributable to 
                             post-retirement medical benefits
required by Code Section 401(h)(6) to be allocated 
                             to the separate account of a Key
Employee under a welfare benefit plan (as defined 
                             in Code Section 419(e)) maintained by
the Employer.  
                            
                         Contributions or forfeitures will be
treated as Annual Additions regardless of whether 
                         they constitute Excess Deferrals, Excess
Contributions or Excess Aggregate Contributions 
                         within the meaning of the regulations
under Code Section 401(k) or 401(m) and regardless 
                         of whether they are corrected through
distribution or recharacterization.  Excess 
                         deferrals distributed in accordance with
Treasury Regulation 1.402(g)-1(e)(2) or (3) are 
                         not Annual Additions.  The Annual Addition
for any Limitation Year beginning before 
                         January 1, 1987, will not be recomputed to
treat all Employee After-tax Contributions as 
                         Annual Additions.  
                          
                     (d) ~uAnnual Benefit~w 
                         Annual Benefit means a benefit payable
annually in the form of a straight life annuity 
                         (with no ancillary benefits) under a plan
to which employees do not contribute and under 
                         which no rollover contributions are made. 

                          
 
 
 
 
                                                               7-4 
                                                
 
 
 
 
 
 
 
 
                                                                  
                                                 
                     (e) ~uDefined Benefit Compensation Limit~w 
                         The Defined Benefit Compensation Limit is
equal to 100% of the Participant's average 
                         Aggregate Compensation for the three
consecutive calendar years (or other twelve 
                         consecutive month periods adopted by the
Employer pursuant to a Written Resolution and 
                         applied on a uniform and consistent basis)
of service during which the Participant had the 
                         greatest Aggregate Compensation.  
                          
                         Where the annual benefit is payable to a
Participant in a form other than a straight life 
                         annuity or a Qualified Joint and Survivor
Annuity, the Defined Benefit Compensation Limit 
                         will be the Actuarial Equivalent of a
straight life annuity beginning at the same age.  No 
                         adjustment is required for the following:
pre-retirement disability benefits, 
                         pre-retirement death benefits and
post-retirement medical benefits.  For purposes of this 
                         paragraph, the interest rate used in
adjusting the Defined Benefit Compensation Limit will 
                         be the greater of (1) 5%, or (2) the
post-retirement interest rate specified in the plan 
                         for Actuarial Equivalent purposes.  
                          
                         Where the annual benefit is payable to a
Participant who has fewer than 10 years of 
                         service with the Employer or any Related
or Predecessor Employer, the Defined Benefit 
                         Compensation Limit will be multiplied by
a fraction, the numerator of which is the 
                         Participant's number of years of service
with the Employer or Related or Predecessor 
                         Employer, and the denominator of which is
10.  
                          
                         With regard to a Participant who has
separated from service with a nonforfeitable right to 
                         an Accrued Benefit, the Defined Benefit
Compensation Limit will be adjusted effective 
                         January 1 of each Calendar year.  For any
Limitation Year beginning after the separation 
                         occurs, the Defined Benefit Compensation
Limit will be equal to the Defined Benefit 
                         Compensation Limit which was applicable to
the Participant in the Limitation Year in which 
                         he separated from service multiplied by a
fraction, the numerator of which is the Defined 
                         Benefit Dollar Limit for the Limitation
Year in which the Defined Benefit Compensation 
                         Limit is being adjusted and the
denominator of which is the Defined Benefit Dollar Limit 
                         for the Limitation Year in which the
Participant separated from service.  
                          
                     (f) ~uDefined Benefit Dollar Limit~w 
                         The Defined Benefit Dollar Limit is equal
to $90,000 for calendar years 1984 through 
                         1987.  As of January 1, 1988 and as of
January 1 of each subsequent calendar year, the 
                         dollar limitation (described in Code
Section 415(b)(1)(A)) as determined by the Secretary 
                         of the Treasury for that calendar year
will become effective as the Defined Benefit Dollar 
                         Limit for the calendar year.  For calendar
years between 1976 and 1983, the Defined 
                         Benefit Dollar Limit is $75,000 as
adjusted by the Secretary of the Treasury under Code 
                         Section 415(d) for that calendar year. 
The Defined Benefit Dollar Limit for a calendar 
                         year applies to Limitation Years ending
with or within that calendar year.  
                          
                         Where the annual benefit is payable to a
Participant in a form other than a straight life 
                         annuity or a Qualified Joint and Survivor
Annuity, the Defined Benefit Dollar Limit will 
                         be the Actuarial Equivalent of a straight
life annuity beginning at the same age.  No 
                         adjustment is required for the following:
pre-retirement disability benefits, 
                         pre-retirement death benefits, and
post-retirement medical benefits.  For purposes of this 
                         paragraph, the interest rate used for
adjusting the Defined Benefit Dollar Limit will be 
                         the greater of (1) 5%, or (2) the
post-retirement interest rate specified for Actuarial 
                         Equivalent purposes.  
                          
                         Where the annual benefit is payable to a
Participant who has fewer than 10 years of 
                         participation in the Plan, the Defined
Benefit Dollar Limit will be multiplied by a 
                         fraction, the numerator of which is the
Participant's number of years (or part thereof) of 
 
 
                                                               7-5 
                                                
 
 
 
 
 
 
 
 
                                                                  
                                                 
                         participation in the Plan, and the
denominator of which is 10.  To the extent provided by 
                         the Secretary of the Treasury, this
paragraph will be applied to each change in the 
                         benefit structure of the Plan.  
                          
                         For a benefit commencing before a
Participant's Social Security Retirement Age but at or 
                         after age 62, the Defined Benefit Dollar
Limit will be adjusted in a manner which is 
                         consistent with the reduction for old-age
insurance benefits commencing before Social 
                         Security Retirement Age under the Social
Security Act.  The reduction will be 5/9 of 1% 
                         for each of the first 36 months and 5/12
of 1% for each additional month (up to 24 months) 
                         by which benefits commence before the
month of the Participant's Social Security 
                         Retirement Age.  The Defined Benefit
Dollar Limit for a benefit commencing before age 62 
                         will be adjusted to the Actuarial
Equivalent of the Defined Benefit Dollar Limit for a 
                         benefit commencing at age 62 based on an
interest rate equal to the greater of (1) 5%, or 
                         (2) the interest rate specified in the
plan for determining actuarial equivalence for 
                         early retirement.  
                          
                         For a benefit commencing after a
Participant's Social Security Retirement Age, the Defined 
                         Benefit Dollar Limit will be adjusted to
the actuarial equivalent of the Defined Benefit 
                         Dollar Limit for a benefit commencing at
the Participant's Social Security Retirement 
                         Age.  For purposes of this paragraph, the
interest rate used for adjusting the Defined 
                         Benefit Dollar Limit will be the lesser of
(1) 5%, or (2) the interest rate specified in 
                         the plan for determining actuarial
equivalence for early retirement.  
                          
                     (g) ~uDefined Benefit Limit~w 
                         The Defined Benefit Limit is the lesser of
the Defined Benefit Dollar Limit or the Defined 
                         Benefit Compensation Limit.  
                          
                     (h) ~uDefined Benefit Plan Fraction
Denominator~w 
                         The Defined Benefit Plan Fraction
Denominator with respect to any Participant is the 
                         lesser of (1) the product of the Defined
Benefit Dollar Limit multiplied by 1.25, or (2) 
                         the product of the Defined Benefit
Compensation Limit multiplied by 1.4.  However, for 
                         purposes of determining the Defined
Benefit Plan Fraction Denominator, "years of service 
                         with the Employer or any Related or
Predecessor Employer" will be substituted for "years 
                         of participation in the Plan" wherever it
appears in Section 7.03(f).  
                          
                     (i) ~uDefined Benefit Plan Fraction~w 
                         The Defined Benefit Plan Fraction is a
fraction determined as of the close of a Limitation 
                         Year, the numerator of which is the
Projected Annual Benefit payable to a Participant 
                         under this Plan and the denominator of
which is the Defined Benefit Fraction Denominator.  
                         If a Participant has participated in more
than one defined benefit plan maintained by the 
                         Employer, the numerator of the Defined
Benefit Plan Fraction is the sum of the projected 
                         annual benefits payable to the Participant
under all of the defined benefit plans, whether 
                         or not terminated.  
                          
                     (j) ~uDefined Contribution Limit~w 
                         The Defined Contribution Limit for a given
Limitation Year is equal to the lesser of (1) 
                         the Defined Contribution Compensation
Limit, which is 25% of Aggregate Compensation 
                         applicable to the Limitation Year, or (2)
the Defined Contribution Dollar Limit, which, 
                         for calendar years after 1983 is the
greater of $30,000 or one-fourth of the Defined 
                         Benefit Dollar Limit for the Limitation
Year, and for calendar years between 1976 and 1983 
                         is one-third of the Defined Benefit Dollar
Limit.  If a short Limitation Year is created 
                         because of an amendment changing the
Limitation Year to a different 12 consecutive month 
                         period, the Defined Contribution Dollar
Limit is multiplied by a fraction, the numerator 
                         of which is equal to the number of months
in the short Limitation Year and the denominator 
 
 
                                                               7-6 
                                                
 
 
 
 
 
 
 
 
                                                                  
                                                 
                         of which is 12.  
                          
                     (k) ~uDefined Contribution Plan Fraction~w 
                         The Defined Contribution Plan Fraction is
a fraction determined as of the close of a 
                         Limitation Year, the numerator of which is
the sum of the Annual Additions to the 
                         Participant's Accounts under all defined
contribution plans of the Employer for the 
                         current and all prior Limitation Years and
the denominator of which is the sum of the 
                         Annual Additions which would have been
made for the Participant for the current and all 
                         prior Limitation Years (for all prior
years of service with the Employer or any 
                         predecessor Employer) if in each
Limitation year the Annual Additions equaled the lesser 
                         of (1) the product of the Defined
Contribution Compensation Limit for the Limitation Year 
                         multiplied by 1.4, or (2) the product of
the Defined Contribution Dollar Limit for the 
                         Limitation Year multiplied by 1.25.  The
aggregate amount in the numerator of this 
                         fraction due to years beginning before
January 1, 1976 may not exceed the aggregate amount 
                         in the denominator of this fraction for
all such years.  
                          
                         For purposes of this Section 7.03(k), the
Annual Addition for any Limitation Year 
                         beginning before January 1, 1987 will not
be recomputed to treat all Employee After-tax 
                         Contributions as Annual Additions.  
                          
                     (l) ~uEmployer~w 
                         The Employer is the Employer that adopts
this Plan together with all Related Employers.  
                         For this purpose, the definition of
Related Employer in Section 1.33 of this Plan is 
                         modified by Code Section 415(h).  
                          
                     (m) ~uLimitation Year~w 
                         The Limitation Year will be the 12
consecutive month period which is specified in Article 
                         1 of this Plan and which is adopted for
all qualified plans maintained by the Employer 
                         pursuant to a Written Resolution adopted
by the Employer.  In the event of a change in the 
                         Limitation Year, the additional
limitations of Treasury Regulation Section 
                         1.415-2(b)(4)(iii) will also apply.  
                          
                     (n) ~uProjected Annual Benefit~w 
                         For purposes of this Section, a
Participant's Projected Annual Benefit is equal to the 
                         annual benefit to which a Participant in
a defined benefit Plan would be entitled under 
                         the terms of the plan based on the
following assumptions: 
                          
                           o The Participant will continue
employment until reaching normal retirement age as 
                             determined under the terms of the plan
(or current age, if that is later); 
                            
                           o The Participant's compensation for the
Limitation Year under consideration will 
                             remain the same for all future years; 
                            
                           o All other relevant factors used to
determine benefits under the plan for the 
                             Limitation Year under consideration
will remain constant for all future Limitation 
                             Years; and 
                            
                           o The benefits resulting from any
Participant Contributions or Rollover Contributions 
                             are disregarded.  
                            
                     (o) ~uSocial Security Retirement Age~w 
                         Social Security Retirement Age means age
65 for a Participant born before January 1, 1938; 
                         age 66 for a Participant born after
December 31, 1937, but before January 1, 1955; and age 
                         67 for a Participant born after December
31, 1954.  
 
 
                                                               7-7 
                                                
 
 
 
 
 
 
 
 
                                                                  
                                                 
                
                     (p) ~uTransition Rule Under TRA '86~w 
                         If at the beginning of the first
Limitation Year beginning after December 31, 1986, an 
                         Employee was a Participant in a defined
benefit plan of the Employer or any Related 
                         Employer that was in existence on May 6,
1986, the Defined Benefit Dollar Limit for that 
                         Participant is the greater of the Defined
Benefit Dollar Limit described above or the 
                         Participant's Current Accrued Benefit on
that date determined without regard to changes in 
                         the terms and conditions of the Plan or
cost-of-living increases occurring after May 5, 
                         1986.  This Section 7.03(p) applies only
if all defined benefit plans maintained by the 
                         Employer and all Related Employers,
individually and in the aggregate, satisfied the 
                         requirements of Code Section 415 for all
Limitation Years beginning before January 1, 
                         1987.  
                
               7.04  ~uEffect of Top-Heavy Status~w 
                
                     (a) ~uGeneral~w 
                         Notwithstanding the provisions of Section
7.03, "1.0" will be substituted for "1.25" 
                         wherever it appears in Sections 7.03(h)
and 7.03(k) for any Limitation Year in which the 
                         Plan is found to be Top-Heavy for the Plan
Year which coincides with or ends within such 
                         Limitation Year.  
                
                     (b) ~uNon-application~w 
                         Section 7.04(a) will not apply for any
Limitation Year in which, for the Plan Year which 
                         coincides with or ends within such
Limitation Year, (1) the Plan is not determined to be 
                         Super Top-Heavy and (2) for any Non-Key
Employee who is a Participant in both this Plan 
                         and a defined benefit plan maintained by
the Employer or a Related Employer, the annual 
                         allocation of Employer contributions plus
Forfeitures under this Plan is not less than 
                         7.5% of the Non-Key Employee's Aggregate
Compensation.  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
                                                               7-8 
                                                
 
 
 
 
 
 
 
 
                                                                  
                                                 
                                                           
~bARTICLE 8 
 
                                                         
MISCELLANEOUS~p 
 
               8.01  ~uEmployment Rights of Parties Not
Restricted~w 
                     The adoption and maintenance of this Plan will
not be deemed a contract between the Employer 
                     and any Employee.  Nothing in this Plan will
give any Employee or Participant the right to be 
                     retained in the employ of the Employer or to
interfere with the right of the Employer to 
                     discharge any Employee or Participant at any
time, nor will it give the Employer the right to 
                     require any Employee or Participant to remain
in its employ, or to interfere with any 
                     Employee's or Participant's right to terminate
his employment at any time.  
                
               8.02  ~uAlienation~w 
                
                     (a) ~uGeneral~w 
                         No person entitled to any benefit under
this Plan will have any right to sell, assign, 
                         transfer, hypothecate, encumber, commute,
pledge, anticipate or otherwise dispose of his 
                         interest in the benefit, and any attempt
to do so will be void.  No benefit under this 
                         Plan will be subject to any legal process,
levy, execution, attachment or garnishment for 
                         the payment of any claim against such
person.  
                          
                     (b) ~uExceptions~w 
                         Section 8.02(a) will not apply to the
extent a Participant or Beneficiary is indebted to 
                         the Plan under the provisions of the Plan. 
At the time a distribution is to be made to or 
                         for a Participant's or Beneficiary's
benefit, the portion of the amount distributed which 
                         equals the indebtedness will be withheld
by the Trustee to apply against or discharge the 
                         indebtedness.  Before making a payment,
however, the Participant or Beneficiary must be 
                         given written notice by the Plan
Administrator that the indebtedness is to be so paid in 
                         whole or part from his Participant's
Accrued Benefit.  If the Participant or Beneficiary 
                         does not agree that the indebtedness is a
valid claim against his Vested Accrued Benefit, 
                         he will be entitled to a review of the
validity of the claim in accordance with procedures 
                         established by the Plan Administrator.  
                          
                         Section 8.02(a) will not apply to a
qualified domestic relations order (QDRO) as defined 
                         in Code Section 414(p), and those other
domestic relations orders permitted to be so 
                         treated by the Plan Administrator under
the provisions of the Retirement Equity Act of 
                         1984.  The Plan Administrator will
establish a written procedure to determine the 
                         qualified status of domestic relations
orders and to administer distributions under such 
                         qualified orders.  Further, to the extent
provided under a QDRO, a former spouse of a 
                         Participant will be treated as the spouse
or Surviving Spouse for all purposes under the 
                         Plan.  Where, however, because of a QDRO,
more than one individual is to be treated as a 
                         Surviving Spouse, the total amount to be
paid in the form of a Qualified Survivor Annuity 
                         or the survivor portion of a Qualified
Joint and Survivor Annuity may not exceed the 
                         amount that would be paid if there were
only one Surviving Spouse.  All rights and 
                         benefits, including elections, provided to
a Participant under this Plan will be subject 
                         to the rights afforded to any alternate
payee as such term is defined in Code Section 
                         414(p).  
                          
                         This Plan specifically permits
distribution to an alternate payee under a QDRO (without 
                         regard to whether the Participant has
attained his or her earliest retirement age as that 
                         term is defined under Code Section 414(p))
in the same manner that is provided for a 
                         Vested Terminated Participant.  
                
 
 
 
                                                               8-1 
                                                
 
 
 
 
 
 
 
 
                                                                  
                                                 
               8.03  ~uQualification of Plan~w 
                     The Employer will have the sole responsibility
for obtaining and retaining qualification of 
                     the Plan under the Code with respect to the
Employer's individual circumstances.  
                
               8.04  ~uConstruction~w 
                     To the extent not preempted by ERISA, this
Plan will be construed according to the laws of the 
                     state in which the Employer's principal place
of business is located.  Words used in the 
                     singular will include the plural, the
masculine gender will include the feminine, and vice 
                     versa, whenever appropriate.  
                
               8.05  ~uNamed Fiduciaries~w 
                
                     (a) ~uAllocation of Functions~w 
                         The authority to control and manage the
operation and administration of the Plan and Trust 
                         created by this instrument will be
allocated between the Plan Sponsor, the Trustee, and 
                         the Plan Administrator, all of whom are
designated as Named Fiduciaries with respect to 
                         the Plan and Trust as provided for by
Section 402(a)(2) of ERISA.  The Plan Sponsor 
                         reserves the right to allocate the various
responsibilities for the present execution of 
                         the functions of the Plan, other than the
Trustee's responsibilities, among its Named 
                         Fiduciaries.  Any person or group of
persons may serve in more than one fiduciary capacity 
                         with regard to the Plan.  
                          
                     (b) ~uResponsibilities of the Plan Sponsor~w 
                         The Plan Sponsor, in its capacity as a
Named Fiduciary, will have only the following 
                         authority and responsibility: 
                          
                           o To appoint or remove the Plan
Administrator and furnish the Trustee with certified 
                             copies of any resolutions of the Plan
Sponsor with regard thereto; 
                            
                           o To appoint and remove the Trustee; 
                            
                           o To appoint a successor Trustee or
additional Trustees; 
                            
                           o To communicate information to the Plan
Administrator and the Trustee as needed for the 
                             proper performance of the duties of
each; 
                            
                           o To appoint an investment manager (or
to refrain from such appointment), to monitor the 
                             performance of the investment manager
so appointed, and to terminate such appointment 
                             (more than one investment manger may
be appointed and in office at any time); and 
                            
                           o To establish and communicate to the
Trustee a funding policy for the Plan.  
                            
                     (c) ~uLimitation on Obligations of Named
Fiduciaries~w 
                         No Named Fiduciary will have authority or
responsibility to deal with matters other than 
                         as delegated to it under this Plan or by
operation of law.  A Named Fiduciary will not in 
                         any event be liable for breach of
fiduciary responsibility or obligation by another 
                         fiduciary (including Named Fiduciaries) if
the responsibility or authority of the act or 
                         omission deemed to be a breach was not
within the scope of the Named Fiduciary's authority 
                         or delegated responsibility.  
                          
                     (d) ~uStandard of Care and Skill~w 
                         The duties of each fiduciary will be
performed with the care, skill, prudence and 
                         diligence under the circumstances then
prevailing that a prudent person acting in a like 
                         capacity and familiar with such matters
would use in the conduct of an enterprise of like 
 
 
                                                               8-2 
                                                
 
 
 
 
 
 
 
 
                                                                  
                                                 
                         character and with like objectives.  
                
               8.06  ~uStatus of Insurer~w 
                     The term Insurer refers to any legal reserve
life insurance company licensed to do business in 
                     the state within which the Employer maintains
its principal office.  The Insurer will file 
                     such returns, keep such records, make such
reports and supply such information as required by 
                     applicable law or regulation.  
                
               8.07  ~uAdoption and Withdrawal by Other
Organizations~w 
                
                     (a) ~uProcedure for Adoption~w 
                         Subject to the provisions of this Section
8.07, any organization now in existence or 
                         hereafter formed or acquired, which is not
already a Participating Employer under this 
                         Plan and which is otherwise legally
eligible may, in the future, with the consent and 
                         approval of the Plan Sponsor, by formal
Written Resolution (referred to in this Section as 
                         an Adoption Resolution), adopt the Plan
and Trust hereby created for all or any 
                         classification of persons in its
employment and thereby, from and after the specified 
                         effective date, become a Participating
Employer under this Plan.  Such consent will be 
                         effected by and evidenced by a formal
Written Resolution of the Plan Sponsor.  The 
                         Adoption Resolution may contain such
specific changes and variations in Plan terms and 
                         provisions applicable to the adopting
Participating Employer and its Employees as may be 
                         acceptable to the Plan Sponsor and the
Trustee.  However, the sole, exclusive right of any 
                         other amendment of whatever kind or extent
to the Plan is reserved to the Plan Sponsor.  
                         The Adoption Resolution will become, as to
the adopting organization and its Employees, a 
                         part of this Plan as then amended or
thereafter amended.  It will not be necessary for the 
                         adopting organization to sign or execute
the original or then amended Plan and Trust 
                         Agreement or any future amendment to the
Plan and Trust Agreement.  The effective date of 
                         the Plan for the adopting organization
will be that stated in the Adoption Resolution and 
                         from and after such effective date the
adopting organization will assume all the rights, 
                         obligations and liabilities as a
Participating Employer under this Plan.  The 
                         administrative powers of and control by
the Plan Sponsor as provided in the Plan, 
                         including the sole right of amendment or
termination of the Plan, of appointment and 
                         removal of the Plan Administrator and the
Trustee, and of appointment and removal of an 
                         investment manager will not be diminished
by reason of the participation of the adopting 
                         organization in the Plan.  
                          
                     (b) ~uWithdrawal~w 
                         Any Participating Employer may withdraw
from the Plan at any time, without affecting the 
                         Plan Sponsor or other Participating
Employers not withdrawing, by complying with the 
                         provisions of the Plan.  A withdrawing
Participating Employer may arrange for the 
                         continuation by itself or its successor of
this Plan in separate forms for its own 
                         employees, with such amendments, if any,
as it may deem proper, and may arrange for 
                         continuation of the Plan by merger with an
existing plan and transfer of plan assets.  The 
                         Plan Sponsor may, it its absolute
discretion, terminate a Participating Employer's 
                         participation at any time when in its
judgment the Participating Employer fails or refuses 
                         to discharge its obligations under the
Plan.  
                          
                     (c) ~uAdoption Contingent Upon Initial and
Continued Qualifications~w 
                         The adoption of this Plan by an
organization as provided is hereby made contingent and 
                         subject to the condition precedent that
said adopting organization meets all the statutory 
                         requirements for qualified plans,
including, but not limited to, Sections 401(a) and 
                         501(a) of the Internal Revenue Code for
its Employees.  If the Plan or the Trust, in its 
                         operation, becomes disqualified, for any
reason, as to the adopting organization and its 
                         Employees, the portion of the Plan assets
allocable to them will be segregated as soon as 
 
 
                                                               8-3 
                                                
 
 
 
 
 
 
 
 
                                                                  
                                                 
                         is administratively feasible, pending
either the prompt (1) requalification of the Plan as 
                         to the organization and its employees to
the satisfaction of the Internal Revenue Service 
                         so as not to affect the continued
qualified status thereof as to other Employers, (2) 
                         withdrawal of the organization from this
Plan and a continuation by itself or its 
                         successor of its plan separately from this
Plan, or by merger with another existing plan, 
                         with a transfer of its said segregated
portion of Plan assets, or (3) termination of the 
                         Plan as to itself and its Employees.  
                
               8.08  ~uEmployer Contributions~w 
                     Employer contributions made to the Plan and
Trust are made and will be held for the sole 
                     purpose of providing benefits to Participants
and their Beneficiaries.  
                      
                     In no event will any contribution made by the
Employer to the Plan and Trust or income 
                     therefrom revert to the Employer except as
provided in Section 7.01(e) or as provided below.  
                      
                     (a) Any contribution made to the Plan and
Trust by the Employer because of a mistake of fact 
                         may be returned to the Employer within one
year of such contribution.  
                      
                     (b) Notwithstanding any other provision of the
Plan and Trust, if the Internal Revenue Service 
                         determines initially that the Plan, as
adopted by the Employer, does not qualify under 
                         applicable sections of the Code and
applicable Treasury Department Regulations, and the 
                         Employer does not wish to amend this Plan
and Trust so that it does qualify, the value of 
                         all assets will be distributed by the
Trustee to the Employer within one year after the 
                         date such initial qualification is denied. 
Thereafter, the Employer's participation in 
                         this Plan and Trust will be considered
rescinded and of no force or effect.  
                      
                     (c) Any contribution made by the Employer will
be conditioned on the deductibility of such 
                         contribution and may be refunded to the
Employer, to the extent the contribution is 
                         determined not to be deductible, within
one year after such determination is made.  
                
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
                                                               8-4 
                                                
 
 
 
 
 
 
 
 
                                                                  
                                                 
                                                           
~bARTICLE 9 
 
                                                         
ADMINISTRATION~p 
 
               9.01  ~uPlan Administrator~w 
                     The Plan Administrator will have the
responsibility for the general supervision and 
                     administration of the Plan and will be a
fiduciary of the Plan.  The Employer may, by Written 
                     Resolution, appoint one or more individuals to
serve as Plan Administrator.  If the Employer 
                     does not appoint an individual or individuals
as Plan Administrator, the Employer will 
                     function as Plan Administrator.  The Employer
may at any time, with or without cause, remove 
                     an individual as Plan Administrator or
substitute another individual therefor.  
                
               9.02  ~uPowers and Duties of the Plan
Administrator~w 
                     The Plan Administrator will be charged with
and will have delegated to it the power, duty, 
                     authority and discretion to interpret and
construe the provisions of this Plan, to determine 
                     its meaning and intent and to make application
thereof to the facts of any individual case; to 
                     determine in its discretion the rights and
benefits of Participants or the eligibility of 
                     Employees; to give necessary instructions and
directions to the Trustee and the Insurer as 
                     herein provided or as may be requested by the
Trustee and the Insurer from time to time; to 
                     resolve all questions of fact relating to any
of the foregoing; and to generally direct the 
                     administration of the Plan according to its
terms.  All decisions of the Plan Administrator in 
                     matters properly coming before it according to
the terms of this Plan, and all actions taken 
                     by the Plan Administrator in the proper
exercise of its administrative powers, duties and 
                     responsibilities, will be final and binding
upon all Employees, Participants and Beneficiaries 
                     and upon any person having or claiming any
rights or interest in this Plan.  The Employer and 
                     the Plan Administrator will make and receive
any reports and information, and retain any 
                     records necessary or appropriate to the
administration of this Plan or to the performance of 
                     duties hereunder or to satisfy any
requirements imposed by law.  In the performance of its 
                     duties, the Plan Administrator will be
entitled to rely on information duly furnished by any 
                     Employee, Participant or Beneficiary or by the
Employer or Trustee.  
                
               9.03  ~uActions of the Plan Administrator~w 
                     The Plan Administrator may adopt such rules as
it deems necessary, desirable or appropriate 
                     with respect to the conduct of its affairs and
the administration of the Plan.  Whenever any 
                     action to be taken in accordance with the
terms of the Plan requires the consent or approval 
                     of the Plan Administrator, or whenever an
interpretation is to be made of the terms of the 
                     Plan, the Plan Administrator will act in a
uniform and non-discriminatory manner, treating all 
                     Employees and Participants in similar
circumstances in a like manner.  If the Plan 
                     Administrator is a group of individuals, all
of its decisions will be made by a majority 
                     vote.  The Plan Administrator will have the
authority to employ one or more persons to render 
                     advice or services with regard to the
responsibilities of the Plan Administrator, including 
                     but not limited to attorneys, actuaries, and
accountants.  Any persons employed to render 
                     advice or services will have no fiduciary
responsibility for any ministerial functions 
                     performed with respect to this Plan.  
                
               9.04  ~uReliance on Plan Administrator and
Employer~w 
                     Until the Employer gives notice to the
contrary, the Trustee and any persons employed to 
                     render advice or services will be entitled to
rely on the designation of Plan Administrator 
                     that has been furnished to them.  In addition,
the Trustee and any persons employed to render 
                     advice or services will be fully protected in
acting upon the written directions and 
                     instructions of the Plan Administrator made in
accordance with the terms of this Plan.  If the 
                     Plan Administrator is a group of individuals,
unless otherwise specified, any one of such 
                     individuals will be authorized to sign
documents on behalf of the Plan Administrator and such 
                     authorized signatures will be recognized by
all person dealing with the Plan Administrator.  
 
 
                                                               9-1 
                                                
 
 
 
 
 
 
 
 
                                                                  
                                                 
                     The Trustee and any persons employed to render
advice or services may take cognizance of any 
                     rules established by the Plan Administrator
and rely upon them until notified to the 
                     contrary.  The Trustee and any persons
employed to render advice or services will be fully 
                     protected in taking any action upon any paper
or document believed to be genuine and to have 
                     been properly signed and presented by the Plan
Administrator, Employer or any agent of the 
                     Plan Administrator acting on behalf of the
Plan Administrator.  
                
               9.05  ~uReports to Participants~w 
                     The Plan Administrator will report in writing
to a Participant his Accrued Benefit under the 
                     Plan and the Vested Percentage of such benefit
when the Participant terminates his employment 
                     or requests such a report in writing from the
Plan Administrator.  To the extent required by 
                     law or regulation, the Plan Administrator will
annually furnish to each Participant, and to 
                     each Beneficiary receiving benefits, a report
which fairly summarizes the Plan's most recent 
                     report.  
                
               9.06  ~uBond~w 
                     The Plan Administrator and other fiduciaries
of the Plan will be bonded to the extent required 
                     by ERISA or other applicable law.  No
additional bond or other security for the faithful 
                     performance of any duties under this Plan will
be required.  
                
               9.07  ~uCompensation of Plan Administrator~w 
                     The Compensation of the Plan Administrator
will be left to the discretion of the Plan Sponsor; 
                     no person who is receiving full pay from the
Employer will receive compensation for services 
                     as Plan Administrator.  All reasonable and
necessary expenses incurred by the Plan 
                     Administrator in supervising and administering
the Plan will be paid from the Plan assets by 
                     the Trustee at the direction of the Plan
Administrator to the extent not paid by the Plan 
                     Sponsor.  
                
               9.08  ~uClaims Procedure~w 
                     The Plan Administrator will make all
determinations as to the rights of any Employee, 
                     Participant, Beneficiary or other person under
the terms of this Plan.  Any Employee, 
                     Participant or Beneficiary, or person claiming
under them, may make claim for benefit under 
                     this Plan by filing written notice with the
Plan Administrator setting forth the substance of 
                     the claim.  If a claim is wholly or partially
denied, the claimant will have the opportunity 
                     to appeal the denial upon filing with the Plan
Administrator a written request for review 
                     within 60 days after receipt of notice of
denial.  In making an appeal the claimant may 
                     examine pertinent Plan documents and may
submit issues and comments in writing.  Denial of a 
                     claim or a decision on review will be made in
writing by the Plan Administrator delivered to 
                     the claimant within 60 days after receipt of
the claim or request for review, unless special 
                     circumstances require an extension of time for
processing the claim or review, in which event 
                     the Plan Administrator's decision must be made
as soon as possible thereafter but not beyond 
                     an additional 60 days.  If no action on an
initial claim is taken within 120 days, the claims 
                     will be deemed denied for purposes of
permitting the claimant to proceed to the review stage.  
                     The denial of a claim or the decision on
review will specify the reasons for the denial or 
                     decision and will make reference to the
pertinent Plan provisions upon which the denial or 
                     decision is based.  The denial of a claim will
also include a description of any additional 
                     material or information necessary for the
claimant to perfect the claim and an explanation of 
                     the claim review procedure herein described. 
The Plan Administrator will serve as an agent 
                     for service of legal process with respect to
the Plan unless the Employer, through written 
                     resolution, appoints another agent.  
                      
                     If a Participant or Beneficiary is entitled to
a distribution from the Plan, the Participant 
                     or Beneficiary will be responsible for
providing the Plan Administrator with his current 
                     address.  If the Plan Administrator notifies
the Participant or Beneficiary by registered mail 
 
 
                                                               9-2 
                                                
 
 
 
 
 
 
 
 
                                                                  
                                                 
                     (return receipt requested) at his last known
address that he is entitled to a distribution and 
                     also notifies him of the provisions of this
paragraph, and the Participant or Beneficiary 
                     fails to claim his benefits under the Plan or
provide his current address to the Plan 
                     Administrator within one year after such
notification, the distributable amount will be 
                     forfeited and used to reduce the cost of the
Plan.  If the Participant or Beneficiary is 
                     subsequently located, such benefit will be
restored.  
                
               9.09  ~uLiability of Fiduciaries~w 
                     Except for a breach of fiduciary
responsibility due to gross negligence or willful misconduct, 
                     the Plan Administrator will not incur any
individual liability for any decision, act, or 
                     failure to act hereunder.  The Plan
Administrator may engage agents to assist it and may 
                     engage legal counsel who may be counsel for
the Employer.  The Plan Administrator will not be 
                     responsible for any action taken or omitted to
be taken on the advice of counsel.  
                      
                     If there is more than one person serving as a
fiduciary in any capacity (for example, 
                     co-Trustees), each will use reasonable care to
prevent the other or others from committing a 
                     breach of this Plan.  Nothing contained in
this Section will preclude any agreement allocating 
                     specific responsibilities or obligations among
the co-fiduciaries provided that the agreement 
                     does not violate any of the terms and
provisions of this Plan.  In those instances where any 
                     duties have been allocated between
co-fiduciaries, a fiduciary will not be liable for any loss 
                     resulting to the Plan arising from any act or
omission on the part of another co-fiduciary to 
                     whom responsibilities or obligations have been
allocated except under the following 
                     circumstances: 
                      
                       o If he participates knowingly in, or
knowingly undertakes to conceal, an act or omission 
                         of a co-fiduciary knowing the act or
omission is a breach; or 
                        
                       o If by his failure to comply with his
specific responsibilities which give rise to his 
                         status as a fiduciary, he has enabled the
other fiduciary to commit a breach; or 
                        
                       o If he has knowledge of a breach by a
co-fiduciary, unless he makes reasonable efforts 
                         under the circumstances to remedy the
breach.  
                
               9.10  ~uExpenses of Administration~w 
                     The Employer does not and will not guarantee
the Plan assets against loss.  The Employer may 
                     in its sole discretion, but will not be
obligated to, pay the ordinary expenses of 
                     establishing the Plan, including the fees of
consultants, accountants and attorneys in 
                     connection therewith.  The Employer may, in
its sole discretion (but will not be obligated 
                     to), pay other costs and expenses of
administering the Plan, the taxes imposed upon the Plan, 
                     if any, and the fees, charges or commissions
with respect to the purchase and sale of Plan 
                     assets.  Unless paid by the Employer, such
costs and expenses, taxes (if any), and fees, 
                     charges and commissions will be a charge upon
Plan assets and deducted by the Trustee.  
                
               9.11  ~uDistribution Authority~w 
                     If any person entitled to receive payment
under this Plan is a minor, declared incompetent or 
                     is under other legal disability, the Plan
Administrator may, in its sole discretion, direct 
                     the Trustee to: 
                      
                       o Distribute directly to the person entitled
to the payment; 
                        
                       o Distribute to the legal guardian or, if
none, to a parent of the person entitled to 
                         payment or to a responsible adult with
whom the person entitled to payment maintains his 
                         residence; 
                        
 
 
                                                              9-3 
                                               
 
 
 
 
 
 
 
 
                                                                  
                                               
                       o Distribute to a custodian for the person
entitled to payment under the Uniform Gifts to 
                         Minors Act if permitted by the laws of the
state in which the person entitled to payment 
                         resides; or 
                        
                       o Withhold distribution of the amount
payable until a court of competent jurisdiction 
                         determines the rights of the parties
thereto or appoints a guardian of the estate of the 
                         person entitled to payment.  
                        
                     If there is any dispute, controversy or
disagreement between any Beneficiary or person and any 
                     other person as to who is entitled to receive
the benefits payable under this Plan, or if the 
                     Plan Administrator is uncertain as to who is
entitled to receive benefits, or if the Plan 
                     Administrator is unable to locate the person
who is entitled to benefits, the Plan 
                     Administrator may with acquittance interplead
the funds into a court of competent jurisdiction 
                     in the judicial district in which the Employer
maintains its principal place of business and, 
                     upon depositing the funds with the clerk of
the court, be released from any further 
                     responsibility for the payment of the
benefits.  If it is necessary for the Plan Administrator 
                     to retain legal counsel or incur any expense
in determining who is entitled to receive the 
                     benefits, whether or not it is necessary to
institute court action, the Plan Administrator 
                     will be entitled to reimbursement from the
benefits for the amount of its reasonable costs, 
                     expenses and attorneys' fees incurred.  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
                                                               9-4 
                                                
 
 
 
 
 
 
 
 
                                                                  
                                                 
                                                           
~bARTICLE 10 
 
                                                 AMENDMENT OR
TERMINATION OF PLAN~p 
 
                
               10.01  ~uRight of Plan Sponsor to Amend or
Terminate~w 
                      The Plan Sponsor reserves the right to alter,
amend, revoke or terminate this Plan.  No 
                      amendment will deprive any Participant or
Beneficiary of any vested right nor will it reduce 
                      the present value (determined upon an
actuarial equivalent basis) of any Accrued Benefit to 
                      which he is then entitled with respect to
Employer contributions previously made, except as 
                      may be required to maintain the Plan as a
qualified plan under the Code.  No amendment will 
                      change the duties or responsibilities of the
Trustee without its express written consent 
                      thereto.  
                       
                      A plan amendment which has the effect of (a)
eliminating or reducing an early retirement 
                      benefit or a retirement-type subsidy, or (b)
eliminating an optional benefit form, will, with 
                      respect to benefits attributable to service
before the amendment be treated as reducing 
                      Accrued Benefits.  In the case of a
retirement-type subsidy, the preceding sentence will 
                      apply only with respect to a Participant who
satisfies (either before or after the amendment) 
                      the preamendment conditions for the subsidy. 
In general, a retirement-type subsidy is a 
                      subsidy that continues after retirement but
does not include a disability retirement benefit, 
                      a medical benefit, a social security
supplement, a pre-retirement death benefit, or a plant 
                      shutdown benefit (that does not continue
after retirement).  
                       
                      A minimum Accrued Benefit value will apply if
this Plan is or becomes a successor to a profit 
                      sharing plan, a defined contribution pension
plan, a target benefit plan, or a defined 
                      benefit pension plan which was fully insured,
or any plan under which the accrued benefit of 
                      a Participant was determined as a lump sum or
account balance.  The actuarial equivalent 
                      value of a Participant's Accrued Benefit will
not be less than the actuarial equivalent value 
                      of his Accrued Benefit on the Effective Date
of the Plan.  
                
               10.02  ~uAllocation of Assets Upon Termination of
Plan~w 
                      If this Plan is revoked or terminated (in
whole or in part) or if contributions are 
                      completely discontinued the Accounts of all
affected Participants will become 
                      non-forfeitable.  The Employer will then
arrange for allocation of all assets among 
                      Participants so affected by the total or
partial termination in accordance with the 
                      requirements of all applicable law and the
regulations and requirements of the Internal 
                      Revenue Service.  All allocated amounts will
be retained in the Plan to the credit of the 
                      individual Participants until distribution as
directed by the Employer.  Distribution to 
                      Participants may be in the form of cash or
other Plan assets or partly in each.  
                
               10.03  ~uExclusive Benefit~w 
                      At no time will any part of the principal or
income of the Plan assets be used or diverted 
                      for purposes other than the exclusive benefit
of Participants in the Plan and their 
                      Beneficiaries, nor may any portion of the
Plan assets revert to the Employer except as 
                      provided in Sections 7.01(e) and 8.08.  
                
               10.04  ~uFailure to Qualify~w 
                      Notwithstanding any of the foregoing
provisions, if this Plan, upon adoption by the Employer, 
                      is submitted to the Internal Revenue Service
which then determines that the Plan as initially 
                      adopted by the Employer is not a qualified
plan under the Code, the Employer may elect to 
                      terminate this Plan by giving written notice
thereof.  Such termination will have the same 
                      effect as if the Plan were never adopted, all
policies and contracts will be cancelled, and 
                      all contributions, to the extent recoverable
from the Trustee, will be returned to their 
 
 
                                                               10-1 
                                               
 
 
 
 
 
 
 
 
                                                                  
                                                 
                      source.  If any amendment to this Plan is
submitted to the Internal Revenue Service within 
                      the period allowed under Code Section 401(b)
which then determines that the Plan as amended 
                      is not a qualified plan under the Code, the
Employer may cancel or modify any or all 
                      provisions of the amendment retroactive to
the effective date of the amendment in order to 
                      maintain the qualified status of the Plan,
whereupon written notice thereof will be furnished 
                      to all affected Employees, Participants and
Beneficiaries.  
                
               10.05  ~uMergers, Consolidations or Transfers of
Plan Assets~w 
                      In the event this Plan is merged or
consolidated with another plan which is qualified under 
                      Code Sections 401(a) (and 501(a) if
applicable), or in the event of a transfer of the assets 
                      or liabilities of this Plan to another plan
which is qualified under Code Sections 401(a) 
                      (and 501(a) if applicable), the benefit which
each Participant would be entitled to receive 
                      under the successor plan or other plan if it
were terminated immediately after the merger, 
                      consolidation or transfer will be equal to or
greater than the benefit which the Participant 
                      would have received immediately before the
merger, consolidation or transfer if this Plan had 
                      then terminated.  
                       
                      Any transfer of assets and/or liabilities to
(or from) this Plan from (or to) another plan 
                      qualified under Code Sections 401(a) (and
501(a) if applicable) will be evidenced by a 
                      Written Resolution by the Plan Sponsor of
each affected plan which specifically authorizes 
                      such transfer of assets and/or liabilities. 

                
                      Any transfer of assets to this Plan will be
allowed under the provisions of this Section if 
                      such transferred assets are not required to
be paid in the form of a qualified joint & 
                      survivor annuity or a qualified survivor
annuity in accordance with Code Section 401(a)(11).  
                
               10.06  ~uEffect of Plan Amendment on Vesting
Schedule~w 
                      No amendment to the Vesting Schedule will
deprive a Participant of his nonforfeitable right 
                      to his Vested Accrued Benefit as of the date
of the amendment.  Further, if the Vesting 
                      Schedule of the Plan is amended, or if the
Plan is amended in any way that directly or 
                      indirectly affects the computation of a
Participant's non-forfeitable percentage, each 
                      Participant with at least 3 Years of Vesting
Service as of the last day of the election 
                      period described below may elect, within a
reasonable period after the adoption of the 
                      amendment, to have his Vested Percentage
computed under the Plan without regard to such 
                      amendment.  The period during which such
election may be made will commence with the date the 
                      amendment is adopted and will end 60 days
after the latest of: 
                       
                      (a) the date the amendment is adopted; 
                       
                      (b) the date the amendment becomes effective;
or 
                       
                      (c) the date the Participant is issued
written notice of the amendment by the Employer.  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
                                                               10-2 
                                               
 
 
 
 
 
 
 
 
                                                                  
                                                 
                                                           
~bARTICLE 11 
 
                                                      TRUSTEE AND
TRUST FUND~p 
 
                
               11.01  ~uAcceptance of Trust~w 
                      The Trustee, by signing this Agreement,
accepts this Trust and agrees to perform the duties 
                      of the Trustee in accordance with the terms
and conditions set forth herein.  
                
               11.02  ~uTrust Fund~w 
                
                      (a) ~uPurpose and Nature~w 
                          The Trustee will establish and maintain
a Trust Fund for purposes of providing a means of 
                          accumulating the assets necessary to
provide the benefits which become payable under the 
                          Plan.  The Trustee will receive, hold and
invest all contributions made by the Employer, 
                          any Participating Employers, and the
Participants, including the investment earnings 
                          thereon.  The Trust Fund arising from
such contributions and earnings will consist of all 
                          assets held by the Trustee under the Plan
and Trust.  All benefits payable under the Plan 
                          will be paid by the Trustee from the
Trust Fund.  
                           
                          Any person having any claim under the
Plan will look solely to the assets of the Trust 
                          Fund for satisfaction.  In no event will
the Plan Administrator, the Employer, any 
                          Employees, any officer of the Employer or
any agents of the Employer or the Plan 
                          Administrator be liable in their
individual capacities to any person whomsoever, under 
                          the provisions of this Plan and Trust,
except as provided by law.  
                           
                          The Trust Fund will be used and applied
only in accordance with the provisions of the 
                          Plan and Trust, to provide the benefits
thereof, and no part of the corpus or income of 
                          the Trust Fund will be used for, or
diverted to, purposes other than for the exclusive 
                          benefit of the Participants or their
Beneficiaries entitled to benefits under the Plan, 
                          except to the extent specifically
provided elsewhere herein.  
                           
                      (b) ~uInvestments~w 
                          The Trustee will invest the Trust Fund in
accordance with the investment policy for the 
                          Trust Fund considering the fiduciary
requirements of law, the objectives of the Plan, and 
                          the liquidity needs of the Plan.  
                           
                      (c) ~uReserved~w 
                           
                      (d) ~uOperation of Trust Fund~w 
                          The Trust Fund will be maintained in
accordance with the accounting requirements of the 
                          Plan.  No Participant will have any right
to any specific asset or any specific portion 
                          of the Trust Fund prior to distribution
of benefits.  Withdrawals from the Trust Fund 
                          will be made to provide benefits to
Participants and Beneficiaries in the amounts 
                          specified by the Plan, and to pay
expenses authorized by the Plan Administrator.  
                           
                      (e) ~uPlan Sponsor Direction of Investment~w 
                          The Plan Sponsor will have the right to
direct the Trustee with respect to the investment 
                          and reinvestment of assets comprising the
Trust Fund.  The Trustee and the Plan Sponsor 
                          (or the Plan Administrator or an
Investment Committee appointed by the Plan Sponsor) will 
                          execute a letter of agreement as a part
of this Plan containing such conditions, 
                          limitations and other provisions they
deem appropriate before the Trustee will follow any 
                          Plan Sponsor direction with respect to
the investment or reinvestment of any part of the 
                          Trust Fund.  Such letter of agreement may
provide for Participant direction with respect 
 
 
                                                               11-1 
                                               
 
 
 
 
 
 
 
 
                                                                  
                                                 
                          to the investment and reinvestment of a
Participant's Accounts among the Specific 
                          Investment Funds designated by the Plan
Administrator.  
                
               11.03  ~uReceipt of Contributions~w 
                      The Trustee will be accountable to the
Employer for the funds contributed to it, but will 
                      have no duty to see that the contributions
received comply with the provisions of the Plan.  
                      The Trustee will not be obligated to collect
any contributions from the Employer or the 
                      Participants.  
                
               11.04  ~uPowers of the Trustee~w 
                      Subject to the provisions and limitations
contained elsewhere in this Plan, the Trustee will 
                      have full discretion and authority with
regard to the investment of the Trust Fund.  The 
                      Trustee is authorized and empowered, but not
by way of limitation, with the following powers, 
                      rights and duties: 
                       
                      (a) To invest any part or all of the Trust
Fund in any common or preferred stocks, open-end 
                          or closed-end mutual funds, United States
retirement plan bonds, corporate bonds, 
                          debentures, convertible debentures,
commercial paper, U.S.  Treasury bills, book entry 
                          deposits with the United States Federal
Reserve Bank or System, Master Notes or similar 
                          arrangements sponsored by the Trustee or
any other financial institution as permitted by 
                          law, improved or unimproved real estate
situated in the United States, mortgages, notes 
                          or other property of any kind, real or
personal, as a prudent man would so invest under 
                          like circumstances with due regard for
the purposes of this Plan; 
                       
                      (b) To maintain any part of the assets of the
Trust Fund in cash, or in demand or short-term 
                          time deposits bearing a reasonable rate
of interest (including demand or short-term time 
                          deposits of or with the Trustee), or in
a short-term investment fund or in other cash 
                          equivalents having ready marketability,
including, but not limited to, U.S.  Treasury 
                          Bills, commercial paper, certificates of
deposit (including such certificates of deposit 
                          of or with the Trustee), and similar
types of short-term securities, as may be deemed 
                          necessary by the Trustee in its sole
discretion; 
                       
                      (c) To manage, sell, contract to sell, grant
options to purchase, convey, exchange, transfer, 
                          abandon, improve, repair, insure, lease
for any term even though commencing in the future 
                          or extending beyond the term of the
Trust, and otherwise deal with all property, real or 
                          personal, in such manner, for such
considerations and on such terms and conditions as the 
                          Trustee will decide; 
                       
                      (d) To credit and distribute the Trust as
directed by the Plan Administrator or any agent of 
                          the Plan Administrator.  The Trustee will
not be obliged to inquire as to whether any 
                          payee or distributee is entitled to any
payment or whether the distribution is proper or 
                          within the terms of the Plan, or as to
the manner of making any payment or distribution.  
                          The Trustee will be accountable only to
the Plan Administrator for any payment or 
                          distribution made by it in good faith on
the order or direction of the Plan Administrator 
                          or any agent of the Plan Administrator; 
                       
                      (e) To borrow money, assume indebtedness,
extend mortgages and encumber by mortgage or 
                          pledge; 
                       
                      (f) To compromise, contest, arbitrate, or
abandon claims and demands, in its discretion; 
                       
                      (g) To have with respect to the Trust all of
the rights of an individual owner, including the 
                          power to give proxies, to participate in
any voting trusts, mergers, consolidations or 
                          liquidations, and to exercise or sell
stock subscriptions or conversion rights; 
 
 
                                                               11-2 
                                               
 
 
 
 
 
 
 
 
                                                                  
                                                 
                       
                      (h) To hold any securities or other property
in the name of the Trustee or its nominee, or in 
                          another form as it may deem best, with or
without disclosing the trust relationship; 
                       
                      (i) To perform any and all other acts in its
judgment necessary or appropriate for the proper 
                          and advantageous management, investment
and distribution of the Trust; 
                       
                      (j) To retain any funds or property subject
to any dispute without liability for the payment 
                          of interest, and to decline to make
payment or delivery of the funds or property until 
                          final adjudication is made by a court of
competent jurisdiction; 
                       
                      (k) To file all tax forms or returns required
of the Trustee; 
                       
                      (l) To begin, maintain or defend any
litigation necessary in connection with the 
                          administration of the Plan, except that
the Trustee will not be obligated to or required 
                          to do so unless indemnified to its
satisfaction; and 
                       
                      (m) To keep any or all of the Trust property
at any place or places within the United States 
                          or abroad, or with a depository or
custodian at such place or places; provided, however, 
                          that the Trustee may not maintain the
indicia of ownership of any assets of the Plan 
                          outside the jurisdiction of the District
Courts of the United States, except as may be 
                          expressly authorized in U.S.  Treasury or
U.S.  Department of Labor regulations.  
                
               11.05  ~uInvestment in Common or Collective Trust
Funds~w 
                      Notwithstanding the provisions of Section
11.04, the Plan Sponsor specifically authorizes the 
                      Trustee to invest all or any portion of the
assets comprising the Trust Fund in any common or 
                      collective trust fund which at the time of
the investment provides for the pooling of the 
                      assets of plans qualified under Code Section
401(a).  The authorization applies only if such 
                      common or collective trust fund: (a) is
exempt from taxation under Code Section 584 or 
                      501(a); (b) if exempt under Code Section
501(a), expressly limits participation to pension 
                      and profit sharing trusts which are exempt
under Code Section 501(a) by reason of qualifying 
                      under Code Section 401(a); (c) prohibits that
part of its corpus or income which equitably 
                      belongs to any participating trust from being
used for or diverted to any purposes other than 
                      for the exclusive benefit of the Employees or
their Beneficiaries who are entitled to 
                      benefits under such participating trust; (d)
prohibits assignment by participating trust of 
                      any part of its equity or interest in the
group trust; and (e) the sponsor of the group trust 
                      created or organized the group trust in the
United States and maintains the group trust at 
                      all times as a domestic trust in the United
States.  The provisions of the common or 
                      collective trust fund agreement, as amended
by the Trustee from time to time, are by this 
                      reference incorporated within this Plan and
Trust.  The provisions of the common or 
                      collective trust fund will govern any
investment of Plan assets in that fund.  This provision 
                      constitutes the express permission required
by Section 408(b)(8) of ERISA.  
                
               11.06  ~uInvestment in Insurance Company Contracts~w

                      The Trustee may invest any portion of the
Trust Fund in a deposit administration, guaranteed 
                      investment or similar type of investment
contract (hereinafter referred to as Contract); 
                      provided, however, that no such Contract may
provide for an optional form of benefit which 
                      would not be provided for under the
provisions hereof.  The Trustee will be the complete and 
                      absolute owner of Contracts held in the Trust
Fund.  
                       
                      The Trustee may convert from one form to
another any Contract held in the Trust Fund; 
                      designate any mode of settlement; sell or
assign any Contract held in the Trust Fund; 
                      surrender for cash any Contract held in the
Trust Fund; agree with the insurance company 
                      issuing any Contract to any release,
reduction, modification or amendment thereof; and, 
 
 
                                                               11-3 
                                               
 
 
 
 
 
 
 
 
                                                                  
                                                 
                      without limitation of any of the foregoing,
exercise any and all of the rights, options and 
                      privileges that belong to the absolute owner
of any Contract held in the Trust Fund that are 
                      granted by the terms of any such Contract or
by the terms of this Agreement.  
                       
                      The Trustee will hold in the Trust Fund the
proceeds of any sale, assignment or surrender of 
                      any Contract held in the Trust Fund and any
and all dividends and other payments of any kind 
                      received in respect to any Contract held in
the Trust Fund.  
                       
                      No insurance company which may issue any
Contract based upon the application of the Trustee 
                      will be responsible for the validity of this
Plan, be required to look into the terms of this 
                      Plan, be required to question any act of the
Plan Administrator or the Trustee hereunder or 
                      be required to verify that any action of the
Trustee is authorized by this Plan.  If a 
                      conflict should arise between the terms of
the Plan and any such Contract, the terms of the 
                      Plan will govern.  
                
               11.07  ~uFees and Expenses from Fund~w 
                      The Trustee will be entitled to receive
reasonable annual compensation as may be mutually 
                      agreed upon from time to time between the
Plan Sponsor and the Trustee.  The Trustee will pay 
                      all expenses reasonably incurred by it in its
administration and investment of the Trust Fund 
                      from the Trust Fund unless the Plan Sponsor
pays the expenses.  No person who is receiving 
                      full pay from the Plan Sponsor will receive
compensation for services as Trustee.  
                
               11.08  ~uRecords and Accounting~w 
                      The Trustee will keep full and complete
records of the administration of the Trust Fund which 
                      the Employer and the Plan Administrator may
examine at any reasonable time.  As soon as 
                      practical after the end of each Plan Year and
at such other reasonable times as the Employer 
                      may direct, the Trustee will prepare and
deliver to the Employer and the Plan Administrator 
                      an accounting of the administration of the
Trust, including a report on the fair market value 
                      of all assets of the Trust Fund.  
                
               11.09  ~uDistribution Directions~w 
                      If no one claims a payment or distribution
made from the Trust, the Trustee will notify the 
                      Plan Administrator and will dispose of the
payment in accordance with the subsequent 
                      direction of the Plan Administrator.  
                
               11.10  ~uThird Party~w 
                      No person dealing with the Trustee will be
obliged to see to the proper application of any 
                      money paid or property delivered to the
Trustee, or to inquire whether the Trustee has acted 
                      pursuant to any of the terms of the Plan. 
Each person dealing with the Trustee may act upon 
                      any notice, request or representation in
writing by the Trustee, or by the Trustee's duly 
                      authorized agent, and will not be liable to
any person whomsoever in so doing.  The 
                      certification of the Trustee that it is
acting in accordance with the Plan will be conclusive 
                      in favor of any person relying on the
certification.  
                
               11.11  ~uProfessional Agents, Affiliates and
Arbitration~w 
                
                      (a) ~uProfessional Agents~w 
                          The Trustee may employ and pay from the
Trust Fund reasonable compensation to agents, 
                          attorneys, accountants and other persons
to advise the Trustee as in its opinion may be 
                          necessary.  The Trustee may delegate to
any agent, attorney, accountant or other person 
                          selected by it any non-Trustee power or
duty vested in it by the Plan; the Trustee may 
                          act or refrain from acting on the advice
or opinion of any agent, attorney, accountant or 
                          other person so selected.  
                           
 
 
                                                               11-4 
                                               
 
 
 
 
 
 
 
 
                                                                  
                                                 
                      (b) ~uUse of Affiliates~w 
                           
                          (1) Charles Schwab Trust Company (CSTC)
is authorized to contract or make other 
                              arrangements with The Charles Schwab
Corporation, Charles Schwab & Co., Inc., their 
                              affiliates and subsidiaries,
successors and assigns (collectively referred to as 
                              Schwab), and any other organizations
affiliated with or subsidiaries of CSTC or 
                              related entities, for the provision
of services to the Trust Fund or Plan, except 
                              where such arrangements are
prohibited by law or regulation.  As used below, 
                              authorized person means any person
whose authorization is required pursuant to the 
                              provision of any prohibited
transaction exemption otherwise applicable.  
                           
                          (2) CSTC is authorized to place
securities orders, settle securities trades, hold 
                              securities in custody and other
related activities on behalf of the Trust Fund 
                              through or by Schwab whenever
possible unless the authorized person specifically 
                              instructs the use of another Broker. 
Trades and related activities conducted through 
                              the Broker will be subject to fees
and commissions established by the Broker, which 
                              may be paid from the Trust Fund or
netted from the proceeds of trades.  
                           
                          (3) Trades will not be executed through
Schwab unless the Plan Administrator and the 
                              authorized person have received
disclosure concerning the relationship of Schwab to 
                              CSTC, and the fees and commissions
which may be paid to Schwab, CSTC and any 
                              affiliate or subsidiary of any of
them as a result of using Schwab to execute trades 
                              or for other services.  
                           
                          (4) CSTC is authorized to disclose such
information as is necessary to the operation and 
                              administration of the Trust Fund to
Schwab and to such other persons or organizations 
                              that CSTC determines have a
legitimate business purpose for obtaining such 
                              information.  
                           
                          (5) At the direction of the authorized
person, CSTC may purchase shares of regulated 
                              investment companies (or other
investment vehicles) advised by Schwab or CSTC 
                              ("Schwab Funds"), except to the
extent that such investment is prohibited by law or 
                              regulation.  Schwab Fund shares may
not be purchased for or held by the Trust Fund 
                              unless the Plan Administrator has
received disclosure concerning the relationship of 
                              Schwab or CSTC to the Schwab Funds,
and any fees which may be paid to such entities.  
                           
                          (6) To the extent permitted under
applicable laws, CSTC may invest in deposits, long and 
                              short term debt instruments, stocks
and other securities, including those of CSTC or 
                              Schwab.  
                           
                          (7) CSTC and Schwab are authorized to
tape record conversations between CSTC or Schwab 
                              and persons acting on behalf of the
Plan or a Participant in order to verify data on 
                              transactions.  
                           
                      (c) ~uArbitration~w 
                          Except as preempted by ERISA, any dispute
under this agreement will be resolved by 
                          submission of the issue to a member of
the American Arbitration Association who is chosen 
                          by the Employer and the Trustee.  If the
Employer and the Trustee cannot agree on such a 
                          choice, each will nominate a member of
the American Arbitration Association, and the two 
                          nominees will then select an arbitrator. 
Expenses of the arbitration will be paid as 
                          decided by the arbitrator.  
                
 
 
 
 
                                                               11-5 
                                               
 
 
 
 
 
 
 
 
                                                                  
                                                 
               11.12  ~uValuation of Trust~w 
                      The Trustee will value the Trust Fund as of
the last day of each Plan Year to determine the 
                      fair market value of the Trust, and the
Trustee will value the Trust Fund on such other 
                      date(s) as may be necessary to carry out the
provisions of the Plan.  
                
               11.13  ~uLiability of Trustee~w 
                      The Trustee will be liable only for the
safeguarding and administration of the assets of this 
                      Trust Fund in accordance with the provisions
hereof and any amendments hereto and no other 
                      duties or responsibilities will be implied. 
The Trustee will not be required to pay any 
                      interest on funds paid to or deposited with
it or to its credit under the provisions of this 
                      Trust, unless pursuant to a written agreement
between the Employer and the Trustee.  The 
                      Trustee will not be responsible for the
adequacy of the Trust Fund to meet and discharge any 
                      liabilities under the Plan and will not be
required to make any payment of any nature except 
                      from funds actually received as Trustee.  The
Trustee may consult with legal counsel of its 
                      choice, including counsel for the Employer,
upon any question or matter arising hereunder and 
                      the opinion of such counsel when relied upon
by the Trustee shall be evidence the Trustee was 
                      acting in good faith.  It will not be the
duty of the Trustee to determine the identity or 
                      mailing address of any Participant or any
other person entitled to benefits hereunder, such 
                      identity and mailing addresses to be
furnished by the Employer, the Plan Administrator or an 
                      agent of the Plan Administrator.  The Trustee
will be under no liability in making payments 
                      in accordance with the terms of this Plan and
the certification of the Plan Administrator or 
                      an agent of the Plan Administrator who has
been granted such powers by the Plan 
                      Administrator.  
                       
                      Except to the extent required by any
applicable law, no bond or other security for the 
                      faithful performance of duty hereunder will
be required of the Trustee.  
                
               11.14  ~uRemoval or Resignation and Successor
Trustee~w 
                      A Trustee may resign at any time upon giving
30 days prior written notice to the Plan Sponsor 
                      or, with the consent of the Plan Sponsor, a
Trustee may resign with less than 30 days prior 
                      written notice.  
                       
                      The Plan Sponsor may remove a Trustee by
giving at least 30 days prior written notice to the 
                      Trustee.  
                       
                      Upon the removal or resignation of a Trustee,
the Plan Sponsor will appoint and designate a 
                      successor Trustee which will be one or more
individual successor Trustees or a corporate 
                      Trustee organized under the laws of the
United Sates or of any state thereof with authority 
                      to accept and execute trusts.  Any successor
Trustee must accept and acknowledge in writing 
                      its appointment as a successor Trustee before
it can act in such capacity.  
                       
                      Title to all property and records or true
copies of such records necessary to the current 
                      operation of the Trust Fund held by the
Trustee hereunder will vest in any successor Trustee 
                      acting pursuant to the provisions hereof,
without the execution or filing of any further 
                      instrument.  Any resigning or removed Trustee
will execute all instruments and do all acts 
                      necessary to vest such title in any successor
Trustee of record.  Each successor Trustee will 
                      have, exercise and enjoy all the powers, both
discretionary and ministerial, herein conferred 
                      upon his predecessor.  No successor Trustee
will be obligated to examine the accounts, 
                      records and acts of any previous Trustee or
Trustees, and each successor Trustee in no way or 
                      manner will be responsible for any action or
omission to act on the part of any previous 
                      Trustee.  
                       
                      Any corporation which results from any
merger, consolidation or purchase to which the Trustee 
                      may be a party, or which succeeds to the
trust business of the Trustee, or to which 
 
 
                                                               11-6 
                                               
 
 
 
 
 
 
 
 
                                                                  
                                                 
                      substantially all the trust assets of the
Trustee may be transferred, will be the successor 
                      to the Trustee hereunder without any further
act or formality with like effect as if the 
                      successor Trustee had originally been named
Trustee herein; and in any such event it will not 
                      be necessary for the Trustee or any successor
Trustee to give notice thereof to any person, 
                      and any requirement, statutory or otherwise,
that notice will be given is hereby waived.  
                
               11.15  ~uAppointment of Investment Manager~w 
                      One or more Investment Managers may be
appointed by the Plan Sponsor (or the Plan 
                      Administrator) to exercise full investment
management authority with respect to all or a 
                      portion of the Trust assets.  Authorized
payment of the fees and expenses of the Investment 
                      Manager(s) may be made from the Trust assets. 
For purposes of this agreement, any Investment 
                      Manager so appointed will, during the period
of his appointment, possess fully and absolutely 
                      those powers, rights and duties of the
Trustee (to the extent delegated by the Plan Sponsor 
                      or the Plan Administrator) with respect to
the investment or reinvestment of that portion of 
                      the Trust assets over which the Investment
Manager has investment management authority.  The 
                      Investment Manager must be one of the
following: 
                       
                      (a) Registered as an investment advisor under
the Investment Advisors Act of 1940; 
                       
                      (b) A bank, as defined in the Investment
Advisors Act of 1940; or 
                       
                      (c) An insurance company qualified to manage,
acquire, or dispose of such Plan assets under 
                          the laws of more than one state.  
                       
                      Any Investment Manager will acknowledge in
writing to the Plan Sponsor or the Plan 
                      Administrator and to the Trustee that he or
it is a fiduciary with respect to the Plan.  
                      During any period of time when the Investment
Manager is so appointed and serving, and with 
                      respect to those assets in the Plan over
which the Investment Manager exercises investment 
                      management authority, the Trustee's
responsibility will be limited to holding such assets as 
                      a custodian, providing accounting services,
disbursing benefits as authorized, and executing 
                      such investment instructions only as directed
by the Investment Manager.  The Trustee will 
                      not be responsible for any acts or omissions
of the Investment Manager.  Any certificates or 
                      other instruments duly signed by the
Investment Manager (or the authorized representative of 
                      the Investment Manager), purporting to
evidence any instruction, direction or order of the 
                      Investment Manager with respect to the
investment of those assets of the Plan over which the 
                      Investment Manager has investment management
authority, will be accepted by the Trustee as 
                      conclusive proof thereof.  The Trustee will
also be fully protected in acting in good faith 
                      upon any notice, instruction, direction,
order, certificate, opinion, letter, telegram or 
                      other document believed by the Trustee to be
genuine and from the Investment Manager (or the 
                      authorized representative of the Investment
Manager).  The Trustee will not be liable for any 
                      action taken or omitted by the Investment
Manager or for any mistakes of judgment or other 
                      action made, taken or omitted by the Trustee
in good faith upon direction of the Investment 
                      Manager.  
                
               11.16  ~uLoans to Participants~w 
                      The Plan Administrator may authorize the
Trustee to lend on a nondiscriminatory basis to a 
                      Participant an amount from the Plan as
specified herein; provided, a reasonable rate of 
                      interest will be charged on the loan, the
loan will be secured by 50% of the Participant's 
                      Vested Accrued Benefit in the Plan, and
provision for repayment will be made.  All loans will 
                      be subject to the approval of the Plan
Administrator which will investigate each application 
                      for a loan.  The Plan Administrator will
prescribe such rules as may be necessary to provide 
                      guidelines as to under which circumstances
and for what purpose loans will be permitted.  
                       
                      The Plan Administrator will prescribe
guidelines as to which Account or Accounts loans may be 
 
 
                                                               11-7 
                                               
 
 
 
 
 
 
 
 
                                                                  
                                                 
                      made from.  Each loan made to a Participant
will be made from the Participant's allowable 
                      Account or Accounts.  All interest and
principal repayments will be credited to the 
                      Participant's Account from which the loan was
made.  
                       
                      In addition to any additional rules and
regulations as the Plan Administrator may adopt all 
                      loans will comply with the following terms
and conditions: 
                       
                      (a) Only Active and Inactive Participants
will be eligible to apply for a loan.  Each 
                          application for a loan will be made in
writing to the Plan Administrator, whose action 
                          thereon will be final.  
                       
                      (b) Each loan will be made against collateral
being the assignment of 50% of the borrower's 
                          entire right, title and interest in and
to the Trust Fund, supported by the borrower's 
                          promissory note for the amount of the
loan, including interest payable to the order to 
                          the Trustee, and any additional security
deemed necessary to adequately secure the Loan.  
                          If a person fails to make a required
payment within 90 days of the due date set forth in 
                          the loan agreement, the loan will be in
default.  There will be no foreclosure against a 
                          Participant's Accrued Benefit prior to
his becoming entitled to a distribution of 
                          benefits in accordance with the terms of
this Plan.  All loans will become due and 
                          payable in full upon the termination of
a Participant's employment.  If a Participant 
                          with an outstanding loan terminates
employment and becomes entitled to a distribution of 
                          benefits from the Plan, then the
outstanding balance of the unpaid loan plus any accrued 
                          interest thereon will be deducted from
the amount of otherwise distributable benefits and 
                          the Participant's promissory note will be
distributed to the Participant.  
                       
                      (c) The principal repayment will be amortized
over the fixed life of a loan with installments 
                          of principal and interest to be paid not
less often than quarterly.  The period of 
                          repayment for each loan will be arrived
at by mutual agreement between the Plan 
                          Administrator and the borrower, but in no
event will such period exceed a reasonable 
                          period of time.  The period of repayment
will in no event exceed 5 years unless the loan 
                          is to be used to acquire, construct,
reconstruct or substantially rehabilitate any 
                          dwelling unit which, within a reasonable
period of time, is to be used as a principal 
                          residence of the Participant or a member
of the family (spouse, brother, sister, 
                          ancestor, or lineal descendants) of the
Participant.  
                       
                      (d) The minimum amount of any loan is equal
to $1,000.  
                       
                      (e) The maximum amount of any loan is such
that when the amount of the loan is added to the 
                          outstanding balance of all other loans
made to the Participant from the Plan (and any 
                          other plans maintained by the Employer or
any Related Employer) the total does not exceed 
                          the lesser of: 
                       
                          (1) 50% of the Participant's Vested
Accrued Benefit; or 
                           
                          (2) $50,000, reduced by the amount, if
any, of the highest balance of all outstanding 
                              loans to the Participant during the
one-year period ending on the day prior to the 
                              day on which the loan in question is
made.  
                           
                      (f) Each loan will bear interest at a rate
equal to the prime rate which is published in the 
                          Wall Street Journal as being
representative of the base rate on corporate loans at large 
                          U.S.  money center commercial banks on
the first day of the month in which the loan is 
                          made, plus 1 percentage point.  
                       
                      (g) A Participant may have no more than two
loans outstanding at any time.  
 
 
                                                               11-8 
                                               
 
 
 
 
 
 
 
 
                                                                  
                                                 
                       
                      (h) Each loan will require the Participant
(and, if the Participant is married, the 
                          Participant's spouse) to consent to the
loan and the possible reduction in the 
                          Participant's Accrued Benefit.  Such
consent must be made in writing within the 90-day 
                          period before the making of the loan.  
                       
                      (i) No loan will be permitted to a
Participant in a year in which he is either an 
                          Owner-Employee or Shareholder-Employee as
defined in Code Section 4975(d).  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
                                                               11-9 
                                               
 
 
 
 
 
 
 
 
                                                                  
                                                 
                
                
               IN WITNESS WHEREOF, this instrument has been
executed by the duly authorized and empowered officers 
               of the Employer, this ~u________~w day of
~u_____________________~w, 19~u_____~w.  
                                                                  
                                                                  
                                                                  
 Optek Technology, Inc. 
                                                                  
                                                                  
                                                                
By:~u_____________________________________~w 
                                                                  
       
                
                
               The Trustee agrees to continue to serve as Trustee
under the terms of this instrument.  
                                                                  
                                                                  
                                                                  
 Charles Schwab Trust Company 
                                                                  
                                                                  
                                                                
By:~u_____________________________________~w