THE PROFIT SHARING/401(k) PLAN

 Exhibit 10(d)

                The CORPORATE Plan for Retirement
                  THE PROFIT SHARING/401(k) PLAN
               FIDELITY BASIC PLAN DOCUMENT NO. 07

                      Effective June 1, 1996

ARTICLE 1
ADOPTION AGREEMENT

ARTICLE 2
DEFINITIONS
2.01 - Definitions

ARTICLE 3
PARTICIPATION
3.01 - Date of Participation
3.02 - Resumption of Participation Following Reemployment
3.03 - Cessation or Resumption of Participation Following a
Change in Status
3.04 - Participation by Owner-Employee; Controlled Businesses
3.05 - Omission of Eligible Employee

ARTICLE 4
CONTRIBUTIONS
4.01 - Deferral Contributions
4.02 - Additional Limit on Deferral Contributions
4.03 - Matching Contributions
4.04 - Limit on Matching Contributions and Employee Contributions
4.05 - Special Rules
4.06 - Fixed/Discretionary Employer Contributions
4.07 - Time of Making Employer  Contributions
4.08 - Return of Employer Contributions
4.09 - Employee Contributions
4.10 - Rollover Contributions
4.11 - Deductible Voluntary Employee Contributions
4.12 - Additional Rules for Paired Plans

ARTICLE 5
PARTICIPANTS' ACCOUNTS
5.01 - Individual Accounts
5.02 - Valuation of Accounts
5.03 - Code Section 415 Limitations

ARTICLE 6
INVESTMENT OF CONTRIBUTIONS
6.01 - Manner of Investment
6.02 - Investment Decisions
6.03 - Participant Directions to Trustee

ARTICLE 7
RIGHT TO BENEFITS
7.01 - Normal or Early Retirement
7.02 - Late Retirement
7.03 - Disability Retirement
7.04 - Death
7.05 - Other Termination of Employment
7.06 - Separate Account
7.07 - Forfeitures
7.08 - Adjustment for Investment Experience
7.09 - Participant Loans
7.10 - In-Service Withdrawals
7.11 - Prior Plan In-Service Distribution Rules

ARTICLE 8
DISTRIBUTION OF BENEFITS PAYABLE AFTER TERMINATION OF SERVICE
8.01 - Distribution of Benefits to Participants and Beneficiaries
8.02 - Annuity Distributions
8.03 - Joint and Survivor Annuities/Preretirement Survivor
Annuities
8.04 - Installment Distributions
8.05 - Immediate Distributions
8.06 - Determination of Method of Distribution
8.07 - Notice to Trustee
8.08 - Time of Distribution
8.09 - Whereabouts of Participants and Beneficiaries

ARTICLE 9
TOP-HEAVY PROVISIONS
9.01 - Application
9.02 - Definitions
9.03 - Minimum Contribution
9.04 - Adjustment to the Limitation on Contributions and Benefits
9.05 - Minimum Vesting

ARTICLE 10
AMENDMENT AND TERMINATION
10.01 - Amendment by Employer
10.02 - Amendment by Prototype Sponsor
10.03 - Amendments Affecting Vested and/or Accrued Benefits
10.04 - Retroactive Amendments
10.05 - Termination
10.06 - Distribution Upon Termination of the Plan
10.07 - Merger or Consolidation of Plan; Transfer of Plan Assets

ARTICLE 11
AMENDMENT AND CONTINUATION OF PREDECESSOR PLAN; TRANSFER OF
FUNDS
TO OR FROM OTHER QUALIFIED PLANS
11.01 - Amendment and Continuation of Predecessor Plan
11.02 - Transfer of Funds from an Existing Plan
11.03 - Acceptance of Assets by Trustee
11.04 - Transfer of Assets from Trust

ARTICLE 12
MISCELLANEOUS
12.01 - Communication to Participants
12.02 - Limitation of Rights
12.03 - Nonalienability of Benefits and Qualified Domestic
Relations Orders
12.04 - Facility of Payment
12.05 - Information Between Employer and Trustee
12.06 - Effect of Failure to Qualify Under Code
12.07 - Notices
12.08 - Governing Law

ARTICLE 13
PLAN ADMINISTRATION
13.01 - Powers and Responsibilities of the Administrator
13.02 - Nondiscriminatory Exercise of Authority
13.03 - Claims and Review Procedures
13.04 - Named Fiduciary
13.05 - Costs of Administration

ARTICLE 14
TRUST AGREEMENT
14.01 - Acceptance of Trust Responsibilities
14.02 - Establishment of Trust Fund
14.03 - Exclusive Benefit
14.04 - Powers of Trustee
14.05 - Accounts
14.06 - Approving of Accounts
14.07 - Distribution from Trust Fund
14.08 - Transfer of Amounts from Qualified Plan
14.09 - Transfer of Assets from Trust
14.10 - Separate Trust or Fund for Existing Plan Assets
14.11 - Voting; Delivery of Information
14.12 - Compensation and Expenses of Trustee
14.13 - Reliance by Trustee on other Persons
14.14 - Indemnification by Employer
14.15 - Consultation by Trustee with Counsel
14.16 - Persons Dealing with the Trustee
14.17 - Resignation or Removal of Trustee
14.18 - Fiscal Year of the Trust
14.19 - Discharge of Duties by Fiduciaries
14.20 - Amendment
14.21 - Plan Termination
14.22 - Permitted Reversion of Funds to Employer
14 23 - Governing Law

Article 1.  Adoption Agreement.

Article 2.  Definitions.

2.01.  Definitions.

(a)  Wherever used herein, the following terms have the meanings
set forth below, unless a different meaning is clearly required
by the context:

(1)  "Account" means an account established on the books of the
Trust for the purpose of recording contributions made on behalf
of a Participant and any income, expenses, gains or losses
incurred thereon

(2)  "Administrator" means the Employer adopting this Plan, or
other person designated by the Employer in Section 1.01(c).

(3)  "Adoption Agreement" means Article 1 under which the
Employer establishes and adopts, or amends, the Plan and Trust
and designates the optional provisions selected by the Employer,
and the Trustee accepts its responsibilities under Article 14. 
The provisions of the Adoption Agreement shall be an integral
part of the Plan.

(4)  "Annuity Starting Date" means the first day of the first
period for which an amount is payable as an annuity or in any
other form.

(5)  "Beneficiary" means the person or persons entitled under
Section 7.04 to receive benefits under the Plan upon the death of
a Participant, provided that for purposes of Section 7.04 such
term shall be applied in accordance with Section 401(a)(9) of the
Code and the regulations thereunder.

(6)  "Code" means the Internal Revenue Code of 1986, as amended
from time to time.

(7)  "Compensation" shall mean:

(A)  for purposes of Article 4 (Contributions), compensation as
defined in Section 5.03(e)(2) excluding any items elected by the
Employer in Section 1.04(a), reimbursements or other expense
allowances, fringe benefits (cash and non-cash), moving expenses,
deferred compensation and welfare benefits, but including amounts
that are not includable in the gross income of the Participant
under a salary reduction agreement by reason of the application
of Sections 125, 402(a)(8), 402(h), or 403(b) of the Code; and

(B)  for purposes of Section 2.01(a)(16)  (Highly Compensated
Employees), Section 5.03 (Code Section 415 Limitations), and
Section 9.03 (Top Heavy Plan Minimum Contributions), compensation
as defined in Section 5.03(e)(2).

     Compensation shall generally be based on the amount actually
paid to the Participant during the Plan Year or, for purposes of
Article 4 if so elected by the Employer in Section 1.04(b),
during that portion of the Plan Year during which the Employee is
eligible to participate.  Notwithstanding the preceding sentence,
compensation for purposes of Section 5.03 (Code Section 415
Limitations) shall be based on the amount actually paid or made
available to the Participant during the Limitation Year. 
Compensation for the initial Plan Year for a new plan shall be
based upon eligible Participant Compensation, subject to Section
1.04(b), from the Effective Date listed in Section 1.01(g)(1)
through the end of the first Plan Year.

     In the case of any Self-Employed Individual, Compensation
shall mean the Individual's Earned Income.

     For years beginning after December 31, 1988, the annual
Compensation of each Participant taken into account for
determining all benefits provided under the plan for any
determination period shall not exceed $200,000.  This limitation
shall be adjusted by the Secretary at the same time and in the
same manner as under Section 415(d) of the Code, except that the
dollar increase in effect on January 1 of any calendar year is
effective for years beginning in such calendar year and the first
adjustment to the $200,000 limitation is effected on January 1,
1990.  If a plan determines Compensation on a period of time that
contains fewer than 12 calendar months, then annual Compensation
limit is amount equal to the annual Compensation limit for the
calendar year in which the Compensation period begins multiplied
by the ratio obtained by dividing the number of full months in
the period by 12.

     If Compensation for any prior determination period is taken
into account in determining an Employee's allocations or benefits
for the current determination period, the Compensation for such
prior year is subject to the applicable annual compensation limit
in effect for that prior year.  For this purpose, for years
beginning before January 1, 1990, the applicable annual
compensation limit is $200,000.

     In determining the Compensation of a Participant for
purposes of this limitation, the rules of Section 414(q)(6) of
the Code shall apply, except that in applying such rules, the
term "family" shall include only the spouse of the Participant
and any lineal descendants of the Participant who have not
attained age 19 before the close of the year.  If the $200,000
limitation is exceeded as a result of the application of these
rules, then the limitation shall be prorated among the affected
individuals in proportion to each such individual's Compensation
as determined under this Section prior to the application of this
limitation.

(8)  "Earned Income" means the net earnings of a Self-Employed
Individual derived from the trade or business with respect to
which the Plan is established and for which the personal services
of such individual are a material income-providing factor,
excluding any items not included in gross income and the
deductions allocated to such items, except that for taxable years
beginning after December 31, 1989 net earnings shall be
determined with regard to the deduction allowed under Section
164(f) of the Code, to the extent applicable to the Employer. 
Net earnings shall be reduced by contributions of the Employer to
any qualified plan, to the extent a deduction is allowed to the
Employer for such contributions under Section 404 of the Code.

(9)  "Eligibility Computation Period" means each 12-consecutive
month period beginning with the Employment Commencement Date and
each anniversary thereof or, in the case of an Employee who
before completing the eligibility requirements set forth in
Section 1.03(a)(1) incurs a break in service for participation
purposes and thereafter returns to the employ of the Employer or
Related Employer, each 12-consecutive month period beginning with
the first day of reemployment and each anniversary thereof.

A "break in service for participation purposes" shall mean an
Eligibility Computation Period during which the participant does
not complete more than 500 Hours of Service with the Employer.

(10) "Employee" means any employee of the Employer, any Self-Employed 
Individual or Owner-Employee. The Employer must specify
in Section 1.03 (a) (3) any Employee, or class of Employees, not
eligible to participate in the Plan.  If the Employer elects to
exclude collective bargaining employees, the exclusion applies to
any employee of the Employer included in a unit of employees
covered by an agreement which the Secretary of Labor finds to be
a collective bargaining agreement between employee
representatives and one or more employers unless the collective
bargaining agreement requires the employee to be included within
the Plan.  The term "employee representatives" does not include
any organization more than half the members of which are owners,
officers, or executives of the Employer.

     For purposes of the Plan, an individual shall be considered
to become an Employee on the date on which he first completes an
Hour of Service and he shall be considered to have ceased to be
an Employee on the date on which he last completes an Hour of
Service.  The term also includes a Leased Employee, such that
contributions or benefits provided by the leasing organization
which are attributable to services performed for the Employer
shall be treated as provided by the Employer.  Notwithstanding
the above, a Leased Employee shall not be considered an Employee
if Leased Employees do not constitute more than 20 percent of the
Employer's non-highly compensated work force (taking into account
all Related Employers) and the Leased Employee is covered by a
money purchase pension plan maintained by the leasing
organization which plan provides (i) a nonintegrated employer
contribution rate of at least 10 percent of compensation, as
defined for purposes of Section 415(c) (3) of the Code, but
including amounts contributed pursuant to a salary reduction
agreement which are excludable from gross income under Section
125, Section 402 (a) (8), Section 402(h) or Section 403 (b) of
the Code, (ii) full and immediate vesting, and (iii) immediate
participation by each employee of the leasing organization .

(11)  "Employer" means the employer named in Section 1.02(a) and
any Related Employers required by this Section 2.01(a)(11).  If
Article 1 of the Employer's Plan is the Standardized Adoption
Agreement, the term "Employer" includes all Related Employers. 
If Article 1 of the Employer's Plan is the Non-standardized
Adoption Agreement, the term "Employer" includes those Related
Employers designated in Section 1.02 (b).

(12)  "Employment Commencement Date" means the date on which the
Employee first performs an Hour of Service.

(13)  "ERISA" means the Employee Retirement Income Security Act
of 1974, as from time to time amended.

(14)  "Fidelity Fund" means any Registered Investment Company or
Managed Income Portfolio of the Fidelity Group Trust for Employee
Benefit Plans which is made available to plans utilizing the
CORPORATEplan for Retirement.

(15)  "Fund Share" means the share, unit, or other evidence of
ownership in a Fidelity Fund.

(16)  "Highly Compensated Employee" means both highly compensated
active Employees and highly compensated former Employees.

     A highly compensated active Employee includes any Employee
who performs service for the Employer during the determination
year and who, during the look-back year:  (i) received
compensation from the Employer in excess of $75,000 (as adjusted
pursuant to Section 415(d) of the Code); (ii) received
compensation from the Employer in excess of $50,000 (as adjusted
pursuant to Section 415(d) of the Code) and was a member of the
top-paid group for such year; or (iii) was an officer of the
Employer and received compensation during such year that is
greater than 50 percent of the dollar limitation in effect under
Section 415(b)(1)(A) of the Code.  The term highly compensated
Employee also includes:  (i) Employees who are both described in
the preceding sentence if the term "determination year" is
substituted for the term "look-back year" and the Employee is one
of the 100 Employees who received the most compensation from the
Employer during the determination year; and (ii) Employees who
are 5 percent owners at any time during the look-back year or
determination year.

     If no officer has satisfied the compensation requirement of
(iii) above during either a determination year or look-back year,
the highest paid officer for such year shall be treated as a
highly compensated Employee.

     For this purpose, the determination year shall be the Plan
Year.  The look-back year shall be the twelve-month period
immediately preceding the determination year.  The Employer may
elect to make the look-back year calculation for a determination
on the basis of the calendar year ending with or within the
applicable determination year, as prescribed by Section 414(q) of
the Code and the regulations issued thereunder.

     A highly compensated former Employee includes any Employee
who separated from service (or was deemed to have separated)
prior to the determination year, performs no service for the
Employer during the determination year, and was a highly
compensated active Employee for either the separation year or any
determination year ending on or after the Employee's 55th
birthday.

     If an Employee is, during a determination year or look-back
year, a family member of either a 5 percent owner who is an
active or former Employee or a highly compensated Employee who is
one of the 10 most highly compensated Employees ranked on the
basis of compensation paid by the Employer during such year, then
the family member and the 5 percent owner or top-ten highly
compensated Employee shall be aggregated.  In such case, the
family member and 5 percent owner or top-ten highly compensated
Employee shall be treated as a single Employee receiving
compensation and plan contributions or benefits equal to the sum
of such compensation and contributions or benefits of the family
member and 5 percent owner or top-ten highly compensated
Employee.  For purposes of this Section, family member includes
the spouse, lineal ascendants and descendants of the Employee or
former Employee and the spouses of such lineal ascendants and
descendants.

     The determination of who is a highly compensated Employee,
including the determinations of the number and identity of
Employees in the top-paid group, the top 100 Employees, the
number of Employees treated as officers and the compensation that
is considered, will be made in accordance with Section 414(q) of
the Code and the regulations thereunder.

(17)  "Hour of Service" means, with respect to any Employee,

(A)  Each hour for which the Employee is directly or indirectly
paid, or entitled to payment, for the performance of duties for
the Employer or a Related Employer, each such hour to be credited
to the Employee for the Eligibility Computation Period in which
the duties were performed;

(B)  Each hour for which the Employee is directly or indirectly
paid, or entitled to payment, by the Employer or Related Employer
(including payments made or due from a trust fund or insurer to
which the Employer contributes or pays premiums) 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, disability, layoff, jury
duty, military duty, or leave of absence, each such hour to be
credited to the Employee for the Eligibility Computation Period
in which such period of time occurs, subject to the following
rules:

(i)  No more than 501 Hours of Service shall be credited under
this paragraph (B) on account of any single continuous period
during which the Employee performs no duties;

(ii)  Hours of Service shall not be credited under this paragraph
(B) for a payment which solely reimburses the Employee for
medically-related expenses, or which is made or due under a plan
maintained solely for the purpose of complying with applicable
workmen's compensation, unemployment compensation or disability
insurance laws; and

(iii)  If the period during which the Employee performs no duties
falls within two or more Eligibility Computation Periods and if
the payment made on account of such period is not calculated on
the basis of units of time, the Hours of Service credited with
respect to such period shall be allocated between not more than
the first two such Eligibility Computation Periods on any
reasonable basis consistently applied with respect to similarly
situated Employees; and

(C)  Each hour not counted under paragraph (A) or (B) for which
back pay, irrespective of mitigation of damages, has been either
awarded or agreed to be paid by the Employer or a Related
Employer, each such hour to be credited to the Employee for the
Eligibility Computation Period to which the award or agreement
pertains rather than the Eligibility Computation Period in which
the award agreement or payment is made.

     For purposes of determining Hours of Service, Employees of
the Employer and of all Related Employers will be treated as
employed by a single employer.  For purposes of paragraphs (B)
and (C) above, Hours of Service will be calculated in accordance
with the provisions of Section 2530.200b-2(b) of the Department
of Labor regulations which are incorporated herein by reference.

     Solely for purposes of determining whether a break in
service for participation purposes has occurred in a computation
period, an individual who is absent from work for maternity or
paternity reasons shall receive credit for the hours of service
which would otherwise been credited to such individual but for
such absence, or in any case in which such hours cannot be
determined, 8 hours of service per day of such absence.  For
purposes of this paragraph, an absence from work for maternity
reasons means an absence (1) by reason of the pregnancy of the
individual, (2) by reason of a birth of a child of the
individual, (3) by reason of the placement of a child with the
individual in connection with the adoption of such child by such
individual, or (4) for purposes of caring for such child for a
period beginning immediately following such birth or placement. 
The hours of service credited under this paragraph shall be
credited (1) in the computation period in which the absence
begins if the crediting is necessary to prevent a break in
service in that period, or (2) in all other cases, in the
following computation period.

(18)  "Leased Employee" means any individual who provides
services to the Employer or a Related Employer (the "recipient")
but is not otherwise an employee of the recipient if (i) such
services are provided pursuant to an agreement between the
recipient and any other person (the "leasing organization"), (ii)
such individual has performed services for the recipient (or for
the recipient and any related persons within the meaning of
Section 414 (n) (6) of the Code) on a substantially full-time
basis for at least one year, and (iii) such services are of a
type historically performed by employees in the business field of
the recipient.

(19)  "Normal Retirement Age" means the normal retirement age
specified in Section 1.06 (a) of the Adoption Agreement.  If the
Employer enforces a mandatory retirement age, the Normal
Retirement Age is the lesser of that mandatory age or the age
specified in Section 1.06 (a).

(20)  "Owner-Employee" means, if the Employer is a sole
proprietorship, the individual who is the sole proprietor, or if
the Employer is a partnership, a partner who owns more than 10
percent of either the capital interest or the profits interest of
the partnership.

(21)  "Participant" means any Employee who participates in the
Plan in accordance with Article 3 hereof.

(22)  "Plan" means the plan established by the Employer in the
form of the prototype plan as set forth herein as a new plan or
as an amendment to an existing plan, by executing the Adoption
Agreement, together with any and all amendments hereto.

(23) "Plan Year" means the 12-consecutive month period designated
by the Employer in Section 1.01(f).

(24)  "Prototype Sponsor" means Fidelity Management and Research
Company, or its successor.

(25)  "Registered Investment Company" means any one or more
corporations, partnerships or trusts registered under the
Investment Company Act of 1940 for which Fidelity Management and
Research Company serves as investment advisor.

(26)  "Related Employer" means any employer other than the
Employer named in Section 1.02(a), if the Employer and such other
employer are members of a controlled group of corporations (as
defined in Section 414(b) of the Code) or an affiliated service
group (as defined in Section 414(m)), or are trades or businesses
(whether or not incorporated) which are under common control -(as
defined in Section 414(c)), or such other employer is required to
be aggregated with the Employer pursuant to regulations issued
under Section 414 (o).

(27)  "Self-Employed Individual" means an individual who has
Earned Income for the taxable year from the Employer or who would
have had Earned Income but for the fact that the trade or
business had no net profits for the taxable year.

(28)  "Trust" means the trust created by the Employer in
accordance with the provisions of Section 14.01.

(29)  "Trust Agreement" means the agreement between the Employer
and the Trustee, as set forth in Article 14, under which the
assets of the Plan are held, administered, and managed.

(30)  "Trust Fund" means the property held in Trust by the
Trustee for the Accounts of the Participants and their
Beneficiaries.

(31)  "Trustee" means the Fidelity Management Trust Company, or
its successor.

(32)  "Year of Service for Participation" means, with respect to
any Employee, an Eligibility Computation Period during which the
Employee has been credited with at least 1,000 Hours of Service. 
If the Plan maintained by the Employer is the plan of a
predecessor employer, an Employee's Years of Service for
Participation shall include years of service with such
predecessor employer.  In any case in which the Plan maintained
by the Employer is not the plan maintained by a predecessor
employer, service for such predecessor shall be treated as
service for the Employer, to the extent provided in Section 1.08.

(33) "Years of Service for Vesting" means, with respect to any
Employee, the number of whole years of his periods of service
with the Employer or a Related Employer (the elapsed time method
to compute vesting service), subject to any exclusions elected by
the Employer in Section 1.07(b).  An Employee will receive credit
for the aggregate of all time period(s) commencing with the
Employee's Employment Commencement Date and ending on the date a
break in service begins, unless any such years are excluded by
Section 1.07(b).  An Employee will also receive credit for any
period of severance of less than 12 consecutive months. 
Fractional periods of a year will be expressed in terms of days.

     In the case of a Participant who has 5 consecutive 1-year
breaks in service, all years of service after such breaks in
service will be disregarded for the purpose of vesting the
Employer-derived account balance that accrued before such breaks,
but both pre-break and post-break service will count for the
purposes of vesting the Employer-derived account balance that
accrues after such breaks.  Both accounts will share in the
earnings and losses of the fund.

     In the case of a Participant who does not have 5 consecutive
1-year breaks in service, both the pre-break and post-break
service will count in vesting both the pre-break and post-break
employer derived account balance.

     A break in service is a period of severance of at least 12
consecutive months.  Period of severance is a continuous period
of time during which the Employee is not employed by the
Employer.  Such period begins on the date the Employee retires,
quits or is discharged, or if earlier, the 12 month anniversary
of the date on which the Employee was otherwise first absent from
service.

     In the case of an individual who is absent from work for
maternity or paternity reasons, the 12-consecutive month period
beginning on the first anniversary of the first date of such
absence shall not constitute a break ln service.  For purposes of
this paragraph, an absence from work for maternity or paternity
reasons means an absence (1) by reason of the pregnancy of the
individual,  (2) by reason of the birth of a child of the
individual,  (3) by reason of the placement of a child with the
individual in connection with the adoption of such child by such
individual, or (4) for purposes of caring for such child for a
period beginning immediately following such birth or placement.

     If the Plan maintained by the Employer is the plan of a
predecessor employer, an Employee's Years of Service for Vesting
shall include years of service with such predecessor employer. 
In any case in which the Plan maintained by the Employer is not
the plan maintained by a predecessor employer, service for such
predecessor shall be treated as service for the Employer to the
extent provided in Section 1.08.

(b)  Pronouns used in the Plan are in the masculine gender but
include the feminine gender unless the context clearly indicates
otherwise.

Article 3.  Participation.

3.01.  Date of Participation.  All Employees in the eligible
class (as defined in Section 1.03(a)(3)) who are in the service
of the Employer on the Effective Date will become Participants on
the date elected by the Employer in Section 1.03(c).  Any other
Employee will become a Participant in the Plan as of the first
Entry Date on which he first satisfies the eligibility
requirements set forth in Section 1.03(a).  In the event that an
Employee who is not a member of an eligible class (as defined in
Section 1.03(a)(3)) becomes a member of an eligible class, the
individual shall participate immediately if such individual had
already satisfied the eligibility requirements and would have
otherwise previously become a Participant.

If an eligibility requirement other than one Year of Service is
elected in 1.03(a)(1), an Employee may not be required to
complete a minimum number of Hours of Service before becoming a
Participant.  An otherwise eligible Employee subject to a minimum
months of service requirement shall become a Participant on the
first Entry Date following his completion of the required number
of consecutive months of employment measured from his Employment
Commencement Date to the coinciding date in the applicable
following month.  For purposes of determining consecutive months
of service, the Related Employer and predecessor employer rules
contained in Sections 2.01(a)(17) and 2.01(a)(32) shall apply.

3.02.  Resumption of Participation Following Reemployment.  If a
Participant ceases to be an Employee and thereafter returns to
the employ of the Employer he will be treated as follows:

(a)   he will again become a Participant on the first date on
which he completes an Hour of Service for the Employer following
his reemployment and is in the eligible class of Employees as
defined in Section 1.03(a)(3), and

(b)   any distribution which he is receiving under the Plan will
cease except as otherwise required under Section 8.08.

3.03.  Cessation or Resumption of Participation Following a
Change in Status. If any Participant continues in the employ of
the Employer or Related Employer but ceases to be a member of an
eligible class as defined in Section 1.03(a)(3), the individual
shall continue to be a Participant for most purposes until the
entire amount of his benefit is distributed; however, the
individual shall not be entitled to receive an allocation of
contributions or forfeitures during the period that he is not a
member of the eligible class.  Such Participant shall continue to
receive credit for service completed during the period for
purposes of determining his vested interest in his Accounts.  In
the event that the individual subsequently again becomes a member
of an eligible class of Employees, the individual shall resume
full participation immediately upon the date of such change in
status.

3.04.  Participation by Owner-Employee: Controlled Businesses. 
If the Plan provides contributions or benefits for one or more
Owner-Employees who control both the trade or business with
respect to which the Plan is established and one or more other
trades or businesses, the Plan and any plan established with
respect to such other trades or businesses must, when looked at
as a single plan, satisfy Sections 401(a) and 401(d) of the Code
with respect to the employees of this and all such other trades
or businesses.  If the Plan provides contributions or benefits
for one or more Owner-Employees who control one or more other
trades or businesses, the Employees of each such other trade or
business must be included in a plan which satisfies Sections
401(a) and 401(d) of the Code and which provides contributions
and benefits not less favorable than provided for Owner-Employees
under the Plan.

     If an individual is covered as an Owner-Employee under the
plans of two or more trades or businesses which are not
controlled and the individual controls a trade or business, then
the contributions or benefits of the Employees under the plan of
the trades or businesses which are controlled must be as
favorable as those provided for him under the most favorable plan
of the trade or business which is not controlled.

     For purposes of this Section, an Owner-Employee, or two or
more Owner-Employees, shall be considered to control a trade or
business if such Owner-Employee, or such Owner-Employees
together, (i) own the entire interest in an unincorporated trade
or business, or (ii) in the case of a partnership, own more than
50 percent of either the capital interest or the profits interest
in such partnership.  For this purpose, an Owner-Employee, or two
or more Owner-Employees, shall be treated as owning any interest
in a partnership which is owned, directly or indirectly, by a
partnership controlled by such Owner-Employee or such Owner-Employees.

3.05.  Omission of Eligible Employee.  If any Employee who should
be included as a Participant in the Plan is erroneously omitted
and discovery of such omission is not made until after a
contribution by his Employer for the year has been made, the
Employer shall make a subsequent contribution, if necessary, so
that the omitted Employee receives the total amount which the
said Employee would have received had he not been omitted.  For
purposes of this Section 3.05, the term "contribution" shall not
include Deferral Contributions and Matching Contributions made
pursuant to Sections 4.01 and 4.03, respectively.

Article 4.  Contributions.

4.01.  Deferral Contributions.

(a)   4.01.  Deferral Contributions.  If so provided by the
Employer in Section 1.05(b), each Participant may elect to
execute a salary reduction agreement with the Employer to reduce
his Compensation by a specified percentage not exceeding 15% per
payroll period, subject to any exceptions elected by the Employer
in Section 1.05(b)(2) and 1.05(b)(3) and equal to a whole number
multiple of one (1) percent.  Such agreement shall become
effective on the first day of the first payroll period for which
the Employer can reasonably process the request.  The Employer
shall make a Deferral Contribution on behalf of the Participant
corresponding to the amount of said reduction, subject to the
restrictions set forth below.  Under no circumstances may a
salary reduction agreement be adopted retroactively.

(b)   A Participant may elect to change or discontinue the
percentage by which his Compensation is reduced by notice to the
Employer as provided in Section 1.05(b)(1).

(c)   No Participant shall be permitted to have Deferral
Contributions made under the Plan, or any other qualified plan
maintained by the Employer, during the taxable year, in excess of
the dollar limitation contained in Section 402(g) of the Code in
effect at the beginning of such taxable Year.

     A Participant may assign to the Plan any Excess Deferrals
made during the taxable year of the Participant by notifying the
Plan Administrator on or before March 15 following the taxable
year of the amount of the Excess Deferrals to be assigned to the
Plan.  A Participant is deemed to notify the Administrator of any
Excess Deferrals that arise by taking into account only those
Deferral Contributions made to the Plan and any other plan of the
Employer.  Notwithstanding any other provision of the Plan,
Excess Deferrals, plus any income and minus any loss allocable
thereto, shall be distributed no later than April 15 to any
Participant to whose account Excess Deferrals were so assigned
for the preceding year and who claims Excess Deferrals for such
taxable year.

     "Excess Deferrals" shall mean those Deferral Contributions
that are includable in a participant's gross income under Section
402(g) of the Code to the extent such Participant's Deferral
Contributions for a taxable year exceed the dollar limitation
under such Code section.  For purposes of determining Excess
Deferrals, the term "Deferral Contributions" shall include the
sum of all Employer Contributions made on behalf of such
Participant pursuant to an election to defer under any qualified
CODA as described in Section 401(k) of the Code, any simplified
employee pension cash or deferred arrangement as described in
Section 402(h)(1)(B) of the Code, any eligible deferred
compensation plan under Section 457, any plan as described under
Section 501(c)(18) of the Code, and any Employer Contributions
made on the behalf of a Participant for the purchase of an
annuity contract under Section 403(b) of the Code pursuant to a
salary reduction agreement.  Deferral Contributions shall not
include any deferrals properly distributed as excess annual
additions.  Excess Deferrals shall be treated as annual additions
under the Plan, unless such amounts are distributed no later than
the first April 15 following the close of the Participant's
taxable year.

     Excess Deferrals shall be adjusted for any income or loss up
to the date of distribution.  The income or loss allocable to
Excess Deferrals is (1) income or loss allocable to the
Participant's Deferral Contributions account for the taxable year
multiplied by a fraction, the numerator of which is such
Participant's Excess Deferrals for the year and the denominator
is the Participant's account balance attributable to Deferral
Contributions without regard to any income or loss occurring
during such taxable year, or (2) such other amount determined
under any reasonable method, provided that such method is used
consistently for all Participants in calculating the
distributions required under this Section 4.01(c) and Sections
4.02(d) and 4.04(d) for the Plan Year, and is used by the Plan in
allocating income or loss to Participants' accounts.  Income or
loss allocable to the period between the end of the Plan Year and
the date of distribution shall be disregarded in determining
income or loss.

(d)   In order for the Plan to comply with the requirements of
Sections 401(k), 402(g) and 415 of the Code and the regulations
promulgated thereunder, at any time in a Plan Year the
Administrator may reduce the rate of Deferral Contributions to be
made on behalf of any Participant, or class of Participants, for
the remainder of that Plan Year, or the Administrator may require
that all Deferral Contributions to be made on behalf of a
Participant be discontinued for the remainder of that Plan Year. 
Upon the close of the Plan Year or such earlier date as the
Administrator may determine, any reduction or discontinuance in
Deferral Contributions shall automatically cease until the
Administrator again determines that such a reduction or
discontinuance of Deferral Contributions is required.

4.02.  Additional Limit on Deferral Contributions.

(a)   The Actual Deferral Percentage (hereinafter "ADP") for
Participants who are Highly Compensated Employees for each Plan
Year and the ADP for participants who are Non-highly Compensated
Employees for the same Plan Year must satisfy one of the
following tests:

(1)   The ADP for Participants who are Highly Compensated
Employees for the Plan Year shall not exceed the ADP for
Participants who are Non-highly Compensated Employees for the
same Plan Year multiplied by 1.25; or

(2)   The ADP for Participants who are Highly Compensated
Employees for the Plan Year shall not exceed the ADP for
Participants who are Non-highly Compensated Employees for the
same Plan Year multiplied by 2.0, provided that the ADP for
participants who are Highly Compensated Employees does not exceed
the ADP for Participants who are Non-highly Compensated Employees
by more than two (2) percentage points.

(b)   The following special rules apply for the purposes of this
Section:

(1)   The ADP for any Participant who is a Highly Compensated
Employee for the Plan Year and who is eligible to have Deferral
Contributions (and Qualified Discretionary Contributions if
treated as Deferral Contributions for purposes of the ADP test)
allocated to his or her accounts under two or more arrangements
described in Section 401(k) of the Code, that are maintained by
the Employer, shall be determined as if such Deferral
Contributions (and, if applicable, such Qualified Discretionary
Contributions) were made under a single arrangement.  If a Highly
Compensated Employee participates in two or more cash or deferred
arrangements that have different Plan Years, all cash or deferred
arrangements ending with or within the same calendar year shall
be treated as a single arrangement.  Notwithstanding the
foregoing, certain plans shall be treated as separate if
mandatorily disaggregated under regulations under Section 401(k)
of the Code.

(2)   In the event that this Plan satisfies the requirements of
Sections 401(k), 401(a)(4), or 410(b) of the Code only if
aggregated with one or more other plans, or if one or more other
plans satisfy the requirements of such Sections of the Code only
if aggregated with this plan, then this Section shall be applied
by determining the ADP of Employees as if all such plans were a
single plan.  For Plan Years beginning after December 31, 1989,
plans may be aggregated in order to satisfy section 401(k) of the
Code only if they have the same Plan Year.

(3)   For purposes of determining the ADP of a Participant who is
a 5-percent owner or one of the ten most highly-paid Highly
Compensated Employees, the Deferral Contributions (and Qualified
Discretionary Contributions if treated as Deferral Contributions
for purposes of the ADP test) and Compensation of such
Participant shall include the Deferral Contributions (and, if
applicable, Qualified Discretionary Contributions) and
Compensation for the Plan Year of Family Members (as defined in
Section 414(q)(6) of the Code).  Family Members, with respect to
such Highly Compensated Employees, shall be disregarded as
separate employees in determining the ADP both for Participants
who are Non-highly Compensated Employees and for Participants who
are Highly Compensated Employees.

(4)   For purposes of determining the ADP test, Deferral
Contributions and Qualified Discretionary Contributions must be
made before the last day of the twelve-month period immediately
following the Plan Year to which contributions relate.

(5)   The Employer shall maintain records sufficient to
demonstrate satisfaction of the ADP test and the amount of
Qualified Discretionary Contributions used in such test.

(6)   The determination and treatment of the ADP amounts of any
Participant shall satisfy such other requirements as may be
prescribed by the Secretary of the Treasury.

(c)   The following definitions shall apply for purposes of this
Section:

(l)   "Actual Deferral Percentage" shall mean, for a specified
group of Participants for a Plan Year, the average of the ratios
(calculated separately for each Participant in such group) of (1)
the amount of Employer contributions actually paid over to the
trust on behalf of such Participant for the Plan Year to (2) the
Participant's Compensation for such Plan Year.  Employer
contributions on behalf of any Participant shall include:  (l)
any Deferral Contributions made pursuant to the Participant's
deferral election, including Excess Deferrals of Highly
Compensated Employees, but excluding (a) Excess Deferrals of
Non-Highly Compensated Employees that arise solely from Deferral
Contributions made under the Plan or plans of the Employer and
(b)  Deferral Contributions that are taken into account in the
Contribution Percentage test (provided the ADP test is satisfied
both with and without exclusion of these Deferral Contributions);
and (2) at the election of the Employer, Qualified Discretionary
Contributions.  Matching Contributions, whether or not
non-forfeitable when made, shall not be considered as Employer
Contributions for purposes of this paragraph.  For purposes of
computing Actual Deferral Percentages, an Employee who would be a
Participant but for the failure to make Deferral Contributions
shall be treated as a Participant on whose behalf no Deferral
Contributions are made.

(2)   "Excess Contributions" shall mean, with respect to any Plan
Year. the excess of:

(a)   The aggregate amount of Employer contributions actually
taken into account in computing the ADP of Highly Compensated
Employees for such Plan Year. over

(b)   The maximum amount of such contributions permitted by the
ADP test (determined by reducing contributions made on behalf of
Highly Compensated Employees in order of the ADPs, beginning with
the highest of such percentages).

(3)   "Qualified Discretionary Contributions" shall mean
contributions made by the Employer as elected in Section 1.05(g)
and allocated to Participant accounts of Non-highly Compensated
Employees that such Participants may not elect to receive in cash
until distributed from the plan; that are nonforfeitable when
made; and that are distributable only in accordance with the
distribution provisions that are applicable to Deferral
Contributions.  Participants shall not be required to satisfy any
hours of service or employment requirement in order to receive an
allocation of such contributions.

(d)   Notwithstanding any other provision of this plan, Excess
Contributions, plus any income and minus any loss allocable
thereto, shall be distributed no later than the last day of each
Plan Year to participants to whose accounts such Excess
Contributions were allocated for the preceding Plan Year.  If
such excess amounts are distributed more than 2-1/2 months after
the last day of the Plan Year in which such excess amounts arose,
a ten (10) percent excise tax will be imposed on the employer
maintaining the plan with respect to such amounts.  Such
distributions shall be made to Highly Compensated Employees on
the basis of the respective portions of the Excess Contributions
attributable to each of such employees.  Excess Contributions of
Participants who are subject to the family member aggregation
rules of Section 414(q)(6) of the Code shall be allocated among
the family members in proportion to the Deferral Contributions
(and amounts treated as Deferral Contributions) of each family
member that is combined to determine the combined ADP.

     Excess Contributions shall be treated as annual additions
under the plan.

     Excess Contributions shall be adjusted for any income or
loss up to the date of distribution.  The income or loss
allocable to Excess Contributions is (1) income or loss allocable
to the Participant's Deferral Contribution account (and if
applicable, the Qualified Discretionary Contribution account) for
the Plan Year multiplied by a fraction, the numerator of which is
such Participant's Excess Contributions for the year and the
denominator is the Participant's account balance attributable to
Deferral Contributions without regard to any income or loss
occurring during such Plan Year, or (2) an amount determined
under any reasonable method, provided that such method is used
consistently for all Participants in calculating any
distributions required under Section 4.02(d) and Sections 4.01(c)
and 4.04(d) for the Plan Year, and is used by the Plan in
allocating income or loss to the Participants' accounts.  Income
or loss allocable to the period between the end of the Plan Year
and the date of distribution shall be disregarded in determining
income or loss.

     Excess Contributions shall be distributed from the
Participant's Qualified Discretionary Contribution account only
to the extent that such Excess Contributions exceed the balance
in the Participant's Deferral Contributions account.

4.03.  Matching Contributions.  If so provided by the Employer in
Section 1.05(c), the Employer shall make a Matching Contribution
on behalf of each Participant who had Deferral Contributions made
on his behalf during the year and who meets the requirement, if
any, of Section 1.05(c)(4).  The amount of the Matching
Contribution shall be determined in accordance with Section
1.05(c), subject to the limitations set forth in Section 4.04 and
Section 404 of the Code.  Matching Contributions will not be
allowed to be made by the Employer on any voluntary non-deductible Employee 
Contributions.

4.04.  Limit on Matching Contributions and Employee
Contributions.

(a)   The Average Contribution Percentage (hereinafter "ACP") for
Participants who are Highly Compensated Employees for each Plan
Year and the ACP for Participants who are Non-highly Compensated
Employees for the same Plan Year must satisfy one of the
following tests:

(1)   The ACP for Participants who are Highly Compensated
Employees for the Plan Year shall not exceed the ACP for
participants who are Non-highly Compensated Employees for the
same Plan Year multiplied by 1.25; or

(2)   The ACP for Participants who are Highly Compensated
Employees for the Plan Year shall not exceed the ACP for
Participants who are Non-highly Compensated Employees for the
same Plan Year multiplied by two (2), provided that the ACP for
Participants who are Highly Compensated Employees does not exceed
the ACP for Participants who are Non-highly Compensated Employees
by more than two (2) percentage points.

(b)   The following special rules apply for purposes of this
section:

(1)   If one or more Highly Compensated Employees participate in
both a qualified cash or deferred arrangement described in
Section 401(k) of the Code (hereafter "CODA") and a plan subject
to the ACP test maintained by the Employer and the sum of the ADP
and ACP of those Highly Compensated Employees subject to either
or both tests exceeds the Aggregate Limit, then the ACP of those
Highly Compensated Employees who also participate in CODA will be
reduced (beginning with such Highly Compensated Employee whose
ACP is the highest) so that the limit is not exceeded.  The
amount by which each Highly Compensated Employee's Contribution
Percentage Amounts is reduced shall be treated as an Excess
Aggregate Contribution.  The ADP and ACP of the Highly
Compensated Employees are determined after any corrections
required to meet the ADP and ACP tests.  Multiple use does not
occur if either the ADP or ACP of the Highly Compensated
Employees does not exceed 1.25 multiplied by the ADP and ACP of
the Non-highly Compensated Employees.

(2)   For purposes of this section, the Contribution Percentage
for any Participant who is a Highly Compensated Employee and who
is eligible to have Contribution Percentage Amounts allocated to
his or her account under two or more plans described in section
401(a) of the Code, or arrangements described in section 401(k)
of the Code that are maintained by the Employer, shall be
determined as if the total of such Contribution Percentage
Amounts was made under each plan.  If a Highly Compensated
Employee participates in two or more cash or deferred
arrangements that have different plan years, all cash or deferred
arrangements ending with or within the same calendar year shall
be treated as a single arrangement.  Notwithstanding the
foregoing, certain plans shall be treated as separate if
mandatorily disaggregated under regulations under Section 401(m)
of the Code.

(3)   In the event that this plan satisfies the requirements of
Sections 401(m), 401(a)(4) or 410(b) of the Code only if
aggregated with one or more other plans, or if one or more other
plans satisfy the requirements of such sections of the Code only
if aggregated with this plan, then this section shall be applied
by determining the Contribution Percentage of Employees as if all
such plans were a single plan.  For plan years beginning after
December 31, 1989, plans may be aggregated in order to satisfy
Section 401(m) of the Code only if they have the same Plan Year.

(4)   For purposes of determining the Contribution percentage of
a Participant who is a five-percent owner or one of the ten most
highly-paid Highly Compensated Employees, the Contribution
Percentage Amounts and Compensation of such Participant shall
include the Contribution Percentage Amounts and Compensation for
the Plan Year of Family Members (as defined in Section 414(q)(6)
of the Code).  Family Members, with respect to Highly Compensated
Employees, shall be disregarded as separate Employees in
determining the Contribution Percentage both for Participants who
are Non-highly Compensated Employees and for Participants who are
Highly Compensated Employees.

(5)   For purposes of determining the Contribution Percentage
test, Employee Contributions made pursuant to Section 1.05(d)(1)
are considered to have been made in the Plan Year in which
contributed to the Trust.  Matching Contributions and Qualified
Discretionary Contributions will be considered made for a Plan
Year if made no later than the end of the twelve-month period
beginning on the day after the close of the Plan Year.

(6)   The Employer shall maintain records sufficient to
demonstrate satisfaction of the ACP test and the amount of
Qualified Discretionary Contributions used in such test.

(7)   The determination and treatment of the Contribution
Percentage of any Participant shall satisfy such other
requirements as may be prescribed by the Secretary of Treasury.

(c)   The following definitions shall apply for purposes of this
Section:

(1)   "Aggregate Limit" shall mean the greater  of (A) or (B)
where (A) is the sum of (i) 125 percent of the greater of the ADP
of the Non-highly Compensated Employees for the Plan Year or the
ACP of Non-highly Compensated Employees under the plan subject to
Section 401(m) of the Code for the Plan Year beginning with or
within the Plan Year of the CODA and (ii) the lesser of 200% or
two plus the lesser of such ADP or ACP and where (B) is the sum
of (i) 125 percent of the lesser of the ADP of the Non-highly
Compensated Employees for the Plan Year or the ACP of Non-highly
Compensated Employees under the Plan subject to Section 401(m) of
the Code for the Plan Year beginning with or within the Plan Year
of the CODA and (ii) the lesser of 200 or two plus the greater of
such ADP or ACP.

(2)    "Average Contribution Percentage" or "ACP" shall mean the
average of the Contribution Percentages of the Eligible
Participants in a group.

(3)   "Contribution Percentage" shall mean the ratio (expressed
as a percentage) of the Participant's Contribution Percentage
Amounts to the Participant's Compensation for the Plan Year.

(4)    "Contribution Percentage Amounts" shall mean the sum of
the Employee Contributions and Matching Contributions made under
the plan on behalf of the Participant for the Plan Year.  Such
Contribution Percentage Amounts shall not include Matching
Contributions that are forfeited either to correct Excess
Aggregate Contributions or because the contributions to which
they relate are Excess Deferrals, Excess Contributions or Excess
Aggregate Contributions.  If so elected by the Employer in
Section 1.05(b)(4), the Employer may include Qualified
Discretionary Contributions in the Contribution Percentage
Amounts.  The Employer also may elect to use Deferral
Contributions in the Contribution Percentage Amounts so long as
the ADP test is met before the Deferral Contributions are used in
the ACP test and continues to be met following the exclusion of
those Deferral Contributions that are used to meet the ACP test.

(5)    "Deferral Contribution" shall mean any contribution made
at the election of the Participant pursuant to a salary reduction
agreement in accordance with Section 4.01(a).

(6)    "Eligible Participant" shall mean any Employee who is
eligible to make an Employee Contribution, or a Deferral
Contribution (if the employer takes such contributions into
account in the calculation of the Contribution Percentage), or to
receive a Matching Contribution.

(7)    "Employee Contribution" shall mean any voluntary
nondeductible contribution made to the plan by or on behalf of a
Participant that is included in the Participant's gross income in
the year in which made and that is maintained in a separate
account to which earnings and losses are allocated.

(8)   "Matching Contribution" shall mean an Employer Contribution
made to this or any other defined contribution plan on behalf of
a Participant on account of a Participant's Deferral
Contribution.

(9)    "Excess Aggregate Contributions" shall mean, with respect
to any Plan Year, the excess of:

(A)   The aggregate Contribution Percentage Amounts taken into
account in computing the numerator of the Contribution Percentage
actually made on behalf of Highly Compensated Employees for such
Plan Year, over

(B)   The maximum Contribution Percentage Amounts permitted by
the ACP test (determined by reducing contributions made on behalf
of Highly Compensated Employees in order of their Contribution
Percentages beginning with the highest of such percentages).

     Such determination shall be made after first determining
Excess Deferrals pursuant to Section 4.01 and then determining
Excess Contributions pursuant to Section 4.02.

(d)   Notwithstanding any other provision of the-Plan, Excess
Aggregate Contributions, plus any income and minus any loss
allocable thereto, shall be forfeited, if forfeitable, or if not
forfeitable, distributed no later than the last day of each Plan
Year to Participants to whose accounts such Excess Aggregate
Contributions were allocated for the preceding Plan Year.  Excess
Aggregate Contributions of Participants who are subject to the
family member aggregation rules of Section 414(q)(6) of the Code
shall be allocated among the family members in proportion to the
Employee and Matching Contributions of each family member that is
combined to determine the combined ACP.  If such Excess Aggregate
Contributions are distributed more than 2 l/2 months after the
last day of the Plan Year in which such excess amounts arose, a
ten (10) percent excise tax will be imposed on the employer
maintaining the plan with respect to those amounts.  Excess
Aggregate Contributions shall be treated as annual additions
under the Plan.

  Excess Aggregate Contributions shall be adjusted for any income
or loss up to the date of distribution.  The income or loss
allocable to Excess Aggregate Contributions is (1) income or loss
allocable to the Participant's Employee Contribution account
Matching Contribution account (if any, and if all amounts therein
are not used in the ADP test) and if applicable, Qualified
Nonelective Contribution account for the Plan Year multiplied by
a fraction, the numerator of which is such Participant's Excess
Aggregate Contributions for the year and the denominator is the
Participant's account balance(s) attributable to Contribution
Percentage Amounts without regard to income or loss occurring
during such Plan Year, or (2) such other amount determined under
any reasonable method, provided that such method is used
consistently for all Participants in calculating any
distributions required under Section 4.04(d) and Sections 4.01(c)
and 4.02(d) for the Plan Year, and is used by the Plan in
allocating income or loss to the Participants' accounts.  Income
or loss allocable to the period between the end of the Plan Year
and the date of distribution shall be disregarded in determining
income or loss.

     Forfeitures of Excess Aggregate Contributions shall be
applied to reduce Employer contributions; the forfeitures shall
be held in the money market fund, if any, listed in Section
1.14(b) pending such application.

     Excess Aggregate Contributions shall be forfeited, if
forfeitable, or distributed on a prorata basis from the
Participant's Employee Contribution Account, Matching
Contribution Account and if applicable, the Participant's
Deferral Contributions Account or Qualified Discretionary
Contribution Account or both.

4.05.  Special Rules.  Deferral Contributions and Qualified
Discretionary Contributions and income allocable to each are not
distributable to a Participant or his or her beneficiary or
beneficiaries, in accordance with such Participant's or
beneficiary or beneficiaries election, earlier than upon
separation from service, death, or disability, except as
otherwise provided in Section 7.10, 7.11 or 10.06.  Such amounts
may also be distributed, but after March 31, 1988 in the form of
a lump sum only, upon:

     (a)   Termination of the Plan without establishment of
another defined contribution plan, other than an employee stock
ownership plan (as defined in Section 4975(e) or Section 409 of
the Code) or a simplified employee pension plan as defined in
Section 408(k) of the Code.

     (b)   The disposition by a corporation to an unrelated
corporation of substantially all of the assets (within the
meaning of Section 409(d)(2) of the Code) used in a trade or
business of such corporation if such corporation continues to
maintain this Plan after the disposition, but only with respect
to employees who continue employment with the corporation
acquiring such assets.

     (c)   The disposition by a corporation to an unrelated
entity of such corporation's interest in a subsidiary (within the
meaning of Section 409(d)(2) of the Code) if such corporation
continues to maintain this Plan, but only with respect to
employees who continue employment with such subsidiary.

     The Participant's accrued benefit derived from Deferral
Contributions, Qualified Discretionary Contributions and Employee
Contributions (as defined in Section 4.09) is nonforfeitable. 
Separate accounts for Deferral Contributions, Qualified
Discretionary Contributions, Employee Contributions and Matching
Contributions will be maintained for each Participant.  Each
account will be credited with the applicable contributions and
earnings thereon.

4.06.  Fixed/Discretionary Employer Contributions.  If so
provided by the Employer in Sections 1.05(a)(1) or 1.05(a)(2),
for the Plan Year in which the Plan is adopted and for each Plan
Year thereafter, the Employer will make Fixed or Discretionary
Employer Contributions to the Trust in accordance with Section
1.05 to be allocated as follows:

     (a)   Fixed Employer Contributions shall be allocated among
eligible Participants (as determined in accordance with Section
1.05(a)(3)) in the manner specified in Section 1.05(a).

     (b)   Discretionary Employer Contributions shall be
allocated among eligible Participants, as determined in
accordance with Section 1.05(a)(3), as follows:

(l)  If the Non-Integrated Formula is elected in Section
1.05(a)(2)(A), such contributions shall be allocated to eligible
Participants in the ratio that each Participant's Compensation
bears to the total Compensation paid to all eligible Participants
for the Plan Year; and

(2)  If the Integrated Formula is elected in Section
1.05(a)(2)(B), such contributions shall be allocated in the
following steps:

(A)     First, to each eligible Participant in the same ratio
that the sum of the Participant's Compensation plus Excess
Compensation for the Plan Year bears to the sum of the
Compensation plus Excess Compensation of all Participants for the
Plan Year.  This allocation as a percentage of the sum of each
Participant's Compensation plus Excess Compensation shall not
exceed 5.7%.

(B)     Any remaining Discretionary Employer Contribution shall
be allocated to each eligible Participant in the same ratio that
each Participant's Compensation for the Plan Year bears to the
total Compensation of all Participants for the Plan Year.

     For purposes of this Section, "Excess Compensation" means
Compensation in excess of the taxable wage base, as determined
under Section 230 of the Social Security Act, in effect on the
first day of the Plan Year.  Further, this Section 4.06(b)(2)
shall be modified as provided in Section 9.03 for years in which
the Plan is top heavy under Article 9.

4.07.  Time of Making Employer Contributions.  The Employer will
pay its contribution for each Plan Year not later than the time
prescribed by law for filing the Employer's Federal income tax
return for the fiscal (or taxable) year with or within which such
Plan Year ends (including extensions thereof).  The Trustee will
have no authority to inquire into the correctness of the amounts
contributed and paid over to the Trustee, to determine whether
any contribution is payable under this Article 4, or to enforce,
by suit or otherwise, the Employer's obligation, if any, to make
a contribution to the Trustee.

4.08.  Return of Employer Contributions.  The Trustee shall, upon
request by the Employer, return to the Employer the amount (if
any) determined under Section 14.22.  Such amount shall be
reduced by amounts attributable thereto which have been credited
to the Accounts of Participants who have since received
distributions from the Trust, except to the extent such amounts
continue to be credited to such Participants' Accounts at the
time the amount is returned to the Employer.  Such amount shall
also be reduced by the losses of the Trust attributable thereto,
if and to the extent such losses exceed the gains and income
attributable thereto, but will not be increased by the gains and
income of the Trust attributable thereto, if and to the extent
such gains and income exceed the losses attributable thereto.  In
no event
will the return of a contribution hereunder cause the balance of
the individual Account of any Participant to be reduced to less
than the balance which would have been credited to the Account
had the mistaken amount not been contributed.

4.09.  Employee Contributions.  If the Employer elected to permit
Deferral Contributions in Section 1.05(b) and if so provided by
the Employer in Section 1.05(d), each Participant may elect to
make Employee Contributions to the Plan in accordance with the
rules and procedures established by the Employer and in an amount
not less than one percent (1%) and not greater than ten percent
(10%) of such Participant's Compensation for the Plan Year.  Such
contributions and all Employee Contributions for Plan Years
beginning after December 31, 1986 shall be subject to the
nondiscrimination requirements of Section 401(m) of the Code as
set forth in Section 4.04.

     For purposes of this Plan, "Employee Contributions" shall
mean any voluntary non-deductible contribution made to a plan by
or on behalf of a Participant that is or was included in the
Participant's gross income in the year in which made and that is
maintained under a separate account to which applicable earnings
and losses are allocated.  Excess Contributions may not be
recharacterized as Employee Contributions.

     Employee Contributions shall be paid over to the Trustee not
later than thirty (30) days following the end of the month in
which the Participant makes the contribution.  A Participant
shall have a fully vested 100% nonforfeitable right to his
Employee Contributions and the earnings or losses allocated
thereon.  Distributions of Employee contributions shall be made
in accordance with section 7.10.

4.10.  Rollover Contributions.

(a)   Rollover of Eligible Rollover Distributions

(1)   An Employee who is or was a distributee of an "eligible
rollover distribution" (as defined in Section 402(c)(4) of the
Code and the regulations issued thereunder) from a qualified plan
or Section 403(b) annuity may directly transfer all or any
portion of such distribution to the Trust or transfer all or any
portion of such distribution to the Trust within sixty (60) days
of payment.  The transfer shall be made in the form of cash or
allowable Fund Shares only.

(2)   The Employer may refuse to accept rollover contributions or
instruct the Trustee not to accept rollover contributions under
the Plan.

(b)   Treatment of Rollover Amount.

(1)   An account will be established for the transferring
Employee under Article 5, the rollover amount will be credited to
the account and such amount will be subject to the terms of the
Plan, including Section 8.01, except as otherwise provided in
this Section 4.10.

(2)   The rollover account will at all times be fully vested in
and nonforfeitable by the Employee.

(c)   Entry into Plan by Transferring Employee.  Although an
amount may be transferred to the Trust Fund under this Section
4.10 by an Employee who has not yet become a Participant in
accordance with Article 4, and such amount is subject to the
terms of the Plan as described in paragraph (b) above, the
Employee will not become a Participant entitled to share in
Employer contributions until he has satisfied such requirements.

(d)   Monitoring of Rollovers.

(1)   The Administrator shall develop such procedures and require
such information from transferring Employees as it deems
necessary to insure that amounts transferred under this Section
4.10 meet the requirements for tax-free rollovers established by
such Section and by Section 402(c) of the Code.  No such amount
may be transferred until approved by the Administrator.

(2)   If a transfer made under this Section 4.10 is later
determined by the Administrator not to have met the requirements
of this Section or of the Code or Treasury regulations, the
Trustee shall, within a reasonable time after such determination
is made, and on instructions from the Administrator, distribute
to the Employee the amounts then held in the Trust attributable
to the transferred amount.

4.11.  Deductible Voluntary Employee Contributions.  The
Administrator will not accept deductible employee contributions
which are made for a taxable year beginning after December 31,
1986.  Contributions made prior to that date will be maintained
in a separate account which will be nonforfeitable at all times
and which will share in the gains and losses of the trust in the
same manner as described in Section 5.02.  No part of the
deductible voluntary contribution account will be used to
purchase life insurance.  Subject to Article VIII, the
Participant may withdraw any part of the deductible voluntary
contribution account upon  request.

4.12.  Additional Rules for Paired Plans.  If the Employer has
adopted a qualified plan under Fidelity Basic Plan Document No.
09 which is to be considered as a paired plan with this Plan, the
elections in Section 1.03 must be identical to the Employer's
corresponding elections for the other plan.  When the paired
plans are top-heavy or are deemed to be top-heavy as provided in
Section 9.01, the Plan paired with this Plan will provide a
minimum contribution to each non-key Employee which is equal to 3
percent (or such other percent elected by the Employer in Section
1.12(c)) of such Employee's Compensation.  Notwithstanding the
preceding sentence, the minimum contribution shall be provided by
this Plan if contributions under the other Plan paired with this
Plan are frozen.

Article 5.  Participants' Accounts.

5.01.  Individual Accounts.  The Administrator will establish and
maintain an Account for each Participant which will reflect
Employer and Employee Contributions made on behalf of the
Participant and earnings, expenses, gains and losses attributable
thereto, and investments made with amounts in the Participant's
Account.  The Administrator will establish and maintain such
other accounts and records as it decides in its discretion to be
reasonably required or appropriate in order to discharge its
duties under the Plan.

5.02.  Valuation of Accounts.  Participant Accounts will be
valued at their fair market value at least annually as of a date
specified by the Administrator in accordance with a method
consistently followed and uniformly applied, and on such date
earnings, expenses, gains and losses on investments made with
amounts in each Participant's Account will be allocated to such
Account.  Participants will be furnished statements of their
Account values at least once each Plan Year.

5.03.  Code Section 415 Limitations.  Notwithstanding any other
provisions of the Plan:

     Subsections (a)(1) through (a)(4)--(These subsections apply
to Employers who do not maintain any qualified plan including a
Welfare Benefit Fund, an Individual Medical Account, or a
simplified emplovee pension in addition to this Plan.)

(a)(1)  If the Participant does not participate in, and has never
participated in any other qualified plan, Welfare Benefit Fund,
Individual Medical Account, or a simplified employee pension, as
defined in section 408(k) of the Code, maintained by the
Employer, which provides an annual addition as defined in Section
5.03(e)(1), the amount of Annual Additions to a Participant's
Account for a Limitation Year shall not exceed the lesser of the
Maximum Permissible Amount or any other limitation contained in
this Plan.  If the Employer contribution that would otherwise be
contributed or allocated to the Participant's account would cause
the annual additions for the limitation year to exceed the
maximum permissible amount, the amount contributed or allocated
will be reduced so that the annual additions fox the limitation
year will equal the maximum permissible amount.

(a)(2)  Prior to the determination of the Participant's actual
Compensation for a Limitation Year, the Maximum Permissible
Amount may be determined on the basis of a reasonable estimation
of the Participant's compensation for such Limitation Year,
uniformly determined for all Participants similarly situated. 
Any Employer contributions based on estimated annual compensation
shall be reduced by any Excess Amounts carried over from prior
years.

(a)(3)  As soon as is administratively feasible after the end of
the Limitation Year, the Maximum Permissible Amount for such
Limitation Year shall be determined on the basis of the
Participant's actual Compensation for such Limitation Year.

(a)(4)  If, pursuant to subsection (a)(3) or as a result of the
allocation of forfeitures, or a reasonable error in determining
the total Elective Deferrals there is an Excess Amount with
respect to a Participant for a Limitation Year, such Excess
Amount shall be disposed of as follows:

     (A)   Any nondeductible voluntary employee contributions
("employee contributions") or Elective Deferrals, to the extent
they would reduce the Excess Amount, will be returned to the
Participant.  Any gains attributable to returned employee
contributions will also be returned or will be treated as
additional employee contributions for the Limitation Year in
which the employee contributions were made.

     (B)   If after the application of paragraph (A) an Excess
amount still exists and the Participant is in the service of the
Employer which is covered by the Plan at the end of the
Limitation Year, then such Excess Amount shall be reapplied to
reduce future Employer contributions under this Plan for the next
Limitation Year (and for each succeeding year, as necessary) for
such Participant, so that in each such Year the sum of actual
Employer contributions plus the reapplied amount shall equal the
amount of Employer contributions which would otherwise be made to
such Participant Account.

     (C)  If after the application of paragraph (A) an Excess
Amount still exists and the Participant is not in the service of
the Employer which is covered by the Plan at the end of a
Limitation Year, then such Excess Amount will be held unallocated
in a suspense account.  The suspense account will be applied to
reduce future Employer contributions for all remaining
Participants in the next Limitation Year and each succeeding
Limitation Year if necessary.

     (D)  If a suspense account is in existence at any time
during the Limitation Year pursuant to this subsection, it will
not participate in the allocation of the Trust Fund's investment
gains and losses.  All amount's in the suspense account must be
allocated to the Accounts of Participants before any Employer
contribution may be made for the Limitation Year.  Except as
provided in paragraph (A), Excess Amounts may not be distributed
to Participants or former Participants.

     Subsections (b)(1) through (b)(6)--(These subsections apply
to Employers who, in addition to this Plan, maintain one or more
plans, all of which are qualified Master or Prototype defined
contribution Plans, any Welfare Benefit Fund, any Individual
Medical Account, or any simplified employee pension.)

(b)(l)  If, in addition to this Plan, the Participant is covered
under any other qualified defined contribution plans (all of
which are qualified Master or Prototype Plans), Welfare Benefit
Funds, Individual Medical Accounts, or simplified employee
pension Plans, maintained by the Employer, that provide an annual
addition as defined in Section 5.03(e)(1), the amount of Annual
Additions to a Participant's Account for a Limitation Year, shall
not exceed the lesser of

     (A)  the Maximum Permissible Amount, reduced by the sum of
any Annual Additions to the Participant's accounts for the same
Limitation Year under such other qualified Master or Prototype
defined contribution plans, and Welfare Benefit Funds, Individual
Medical Accounts, and simplified employee pensions, or

     (B)  any other limitation contained in this Plan.

If the annual additions with respect to the Participant under
other qualified Master or Prototype defined contribution plans
Welfare Benefit Funds, Individual Medical Accounts and simplified
employee pensions maintained by the Employer are less than the
maximum permissible amount and the Employer contribution that
would otherwise be contributed or allocated to the Participant's
Account under this plan would cause the annual additions for the
limitation year to exceed this limitation, the amount contributed
or allocated will be reduced so that the annual additions under
all such plans and funds for the limitation year will equal the
maximum permissible amount.  If the annual additions with respect
to the Participant under such other qualified Master or Prototype
defined contribution plans, Welfare Benefit Funds, Individual
Medical Accounts and simplified employee pensions in the
aggregate are equal to or greater than the maximum permissible
amount, no amount will be contributed or allocated to the
Participant's Account under this plan for the limitation year.

(b)(2)  Prior to the determination of the Participant's actual
Compensation for the Limitation Year, the amounts referred to in
(b)(l)(A) above may be determined on the basis of a reasonable
estimation of the Participant's Compensation for such Limitation
Year, uniformly determined for all Participants similarly
situated.  Any Employer contribution based on estimated annual
Compensation shall be reduced by any Excess Amounts carried over
from prior years.

(b)(3)  As soon as is administratively feasible after the end of
the Limitation Year, the amounts referred to in (b)(1)(A) shall
be determined on the basis of the Participant's actual
Compensation for such Limitation Year.

(b)(4)  If a Participant's Annual Additions under this Plan and
all such other plans result in an Excess Amount, such Excess
Amount shall be deemed to consist of the Annual Additions last
allocated, except that Annual Additions attributable to a
simplified employee pension will be deemed to have been allocated
first, followed by Annual Additions to a Welfare Benefit Fund or
Individual Medical Account regardless of the actual allocation
date.

(b)(5)  If an Excess Amount was allocated to a Participant on an
allocation date of this Plan which coincides with an allocation
date of another plan, the Excess Amount attributed to this Plan
will be the product of:

(A)  the total Excess Amount allocated as of such date (including
any amount which would have been allocated but for the
limitations of Section 415 of the Code), times

(B)  the ratio of (i) the Annual Additions allocated to the
Participant as of such date under this Plan, divided by (ii) the
Annual Additions allocated as of such date under all qualified
defined contribution plans (determined without regard to the
limitations of Section 415 of the Code).

(b)(6)  Any Excess Amounts attributed to this Plan shall be
disposed of as provided in subsection (a)(4).

     Subsection (c)--(This subsection applies only to Employers
who, in addition to this Plan, maintain one or more qualified
plans which are qualified defined contribution plans other than
Master or Prototype Plans.)

(c)    If the Employer also maintains another plan which is
qualified defined contribution plan other than a Master or
Prototype Plan, Annual Additions allocated under this Plan on
behalf of any Participant shall be limited in accordance with the
provisions of (b)(l) through (b)(6), as though the other plan
were a Master or Prototype Plan, unless the Employer provides
other limitations in the Adoption Agreement.

     Subsection (d)--(This subsection applies only to Employers
who, in addition to this Plan, maintain or at any time maintained
a qualified defined benefit plan.)

(d)   If the Employer maintains, or at any time maintained, a
qualified defined benefit plan, the sum of any Participant's
Defined Benefit Fraction and Defined Contribution Fraction shall
not exceed the combined plan limitation of 1.0 in any Limitation
Year.  The combined plan limitation will be met as provided by
the Employer in the Adoption Agreement.

Subsections (e)(l) through (e)(9)--(Definitions.)

(e)(1)  "Annual Additions" means the sum of the following amounts
credited to a Participant for a Limitation Year:

     (A)  all Employer contributions,

     (B)  all Employee contributions,

     (C)  all forfeitures,

     (D)  Amounts allocated, after March 31, 1984, to an
Individual Medical Account which is part of a pension or annuity
plan maintained by the Employer are treated as Annual Additions
to a defined contribution plan.  Also, amounts derived from
contributions paid or accrued after December 31, 1985, in taxable
years ending after such date, which are attributable to
post-retirement medical benefits allocated to the separate
account of a key employee, as defined in Section 419A(d)(3) of
the Code, under a Welfare Benefit Fund maintained by the Employer
are treated as Annual Additions to a defined contribution plan,
and

     (E)  Allocations under a simplified employee pension.

     For purposes of this Section 5.03, amounts reapplied to
reduce Employer contributions under subsection (a)(4) shall also
be included as Annual Additions.

(e)(2)  "Compensation" means wages as defined in Section 3401(a)
of the Code and all other payments of compensation to an employee
by the employer (in the course of the employer's trade or
business) for which the employer is required to furnish the
employee a written statement under Sections 6041(d) and
6051(a)(3) of the Code.  Compensation must be determined without
regard to any rules under Section 3401(a) of the Code that limit
the remuneration included in wages based on the nature or
location of the employment or the services performed (such as the
exception for agricultural labor in Section 3401(a)(2) of the
Code.)

For any Self-Employed Individual compensation will mean Earned
Income.

For limitation years beginning after December 31, 1991, for
purposes of applying the limitations of this article,
compensation for a limitation year is the compensation actually
paid or made available during such limitation year.

(e)(3)  "Defined Benefit Fraction" means a fraction, the
numerator of which is the sum of the Participant's annual
benefits (adjusted to an actuarially equivalent straight life
annuity if such benefit is expressed in a form other than a
straight life annuity or qualified joint and survivor annuity)
under all the defined benefit plans (whether or not terminated)
maintained by the Employer, each such annual benefit computed on
the assumptions that the Participant will remain in employment
until the normal retirement age under each such plan (or the
Participant's current age, if later) and that all other factors
used to determine benefits under such plan will remain constant
for all future Limitation Years, and the denominator of which is
the lesser of 125 percent of the dollar limitation determined for
the Limitation Year under Sections 415(b)(1)(A) and 415(d) of the
Code or 140 percent of the Participant's average Compensation for
the 3 highest consecutive calendar years of service during which
the Participant was active in each such plan, including any
adjustments under Section 415(b) of the Code.  However, if the
Participant was a participant as of the first day of the first
Limitation Year beginning after December 31, 1986 in one or more
defined benefit plans maintained by the Employer which were in
existence on May 6, 1986 then the denominator of the Defined
Benefit Fraction shall not be less than 125 percent of the
Participant's total accrued benefit as of the close of the last
Limitation Year beginning before January 1, 1987, disregarding
any changes in the terms and conditions of the plan after May 5,
1986, under all such defined benefit plans as met individually
and in the aggregate, the requirements of Section 415 of the Code
for all Limitation Years beginning before January 1, 1987.

(e)(4)  "Defined Contribution Fraction" means a fraction, the
numerator of which is the sum for the current and all prior
Limitation Years of (A)  all Annual Additions (if any) to the
Participant's accounts under each defined contribution plan
(whether or not terminated) maintained by the Employer, and (B)
all Annual Additions attributable to the Participant's
nondeductible employee contributions to all defined benefit plans
(whether or not terminated) maintained by the Employer, and the
Participant's Annual Additions attributable to all Welfare
Benefit Funds, Individual Medical Accounts, and simplified
employee pensions, maintained by the Employer, and the
denominator of which is the sum of the maximum aggregate amounts
for the current and all prior Limitation Years during which the
Participant was an Employee (regardless of whether the Employer
maintained a defined contribution plan in any such year).

     The maximum aggregate amount in any Limitation Year is the
lesser of 125 percent of the dollar limitation in effect under
Section 415(c)(1)(A) of the Code for each such year or 35 percent
of the Participant's Compensation for each such year.

     If the Participant was a participant as of the first day of
the first Limitation Year beginning after December 31, 1986 in
one or more defined contribution plans maintained by the Employer
which were in existence on May 6, 1986 then the numerator of the
Defined Contribution Fraction shall be adjusted if the sum of
this fraction and the Defined Benefit Fraction would otherwise
exceed 1.0 under the terms of this Plan.  Under the adjustment an
amount equal to the product of (i) the excess of the sum of the
fractions over 1.0 times (ii) the denominator of this fraction
will be permanently subtracted from the numerator of this
fraction.  The adjustment is calculated using the fractions as
they would be computed as of the end of the last Limitation Year
beginning before January 1, 1987, and disregarding any changes in
the terms and conditions of the plan made after May 6, 1986, but
using the Section 415 limitation applicable to the first
Limitation Year beginning on or after January 1, 1987.

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

(e)(5)  "Employer" means the Employer and any Related Employer
that adopts this Plan.  In the case of a group of employers which
constitutes a controlled group of corporations (as defined in
Section 414(b) of the Code as modified by Section 415(h)) or
which constitutes trades or businesses (whether or not
incorporated) which are under common control (as defined in
Section 414(c) of the Code as modified by Section 415(h) of the
Code) or which constitutes an affiliated service group (as
defined in Section 414(m) of the Code) and any other entity
required to be aggregated with the Employer pursuant to
regulations issued under Section 414(o) of the Code, all such
employers shall be considered a single employer for purposes of
applying the limitations of this Section 5.03.

(e)(6)  "Excess Amount" means the excess of the Participant's
Annual Additions for the Limitation Year over the Maximum
Permissible Amount.

(e)(7)  "Individual Medical Account" means an individual medical
account as defined in Section 415(1)(2) of the Code.

(e)(8)  "Limitation Year" means the Plan Year.  All qualified
plans of the Employer must use the same Limitation Year.  If the
Limitation Year is amended to a different 12-consecutive month
period, the new Limitation Year must begin on a date within the
Limitation Year in which the amendment is made.

(e)(9)  "Master or Prototype Plan" means a plan the form of which
is the subject of a favorable opinion letter from the Internal
Revenue Service.

(e)(10)  "Maximum Permissible Amount" means for a Limitation Year
with respect to any Participant the lesser of (i) $30,000 or, if
greater, 25 percent of the dollar limitation set forth in Section
415(b)(1) of the Code, as in effect for the Limitation Year, or
(ii) 25 percent of the Participant's Compensation for the
Limitation Year.  If a short Limitation Year is created because
of an amendment changing the Limitation Year to a different 12-consecutive 
month period, the Maximum Permissible Amount will not
exceed the limitation in (e)(10)(i) multiplied by a fraction
whose numerator is the number of months in the short Limitation
Year and whose denominator is 12.

     The compensation limitation referred to in subsection
(e)(10)(ii) shall not apply to any contribution for medical
benefits within the meaning of Section 401(h) or Section
419A(f)(2) of the Code after separation from service which is
otherwise treated as an Annual Addition under Section 419A(d)(2)
or Section 415(1)(1) of the Code.

(e)(11)  "Welfare Benefit Fund" means a welfare benefit fund as
defined in Section 419(e) of the Code.

Article 6.  Investment of Contributions.

6.01.  Manner of Investment.  All contributions made to the
Accounts of Participants shall be held for investment by the
Trustee.  The Accounts of Participants shall be invested and
reinvested only in eligible investments selected by the Employer
in Section 1.14(b), subject to Section 14.10.

6.02.  Investment Decisions.  Investments shall be directed by
the Employer or by each Participant or both, in accordance with
the Employer's election in Section 1.14(a).  Pursuant to Section
14.04, the Trustee shall have no discretion or authority with
respect to the investment of the Trust Fund.

(a)   With respect to those Participant Accounts for which
Employer investment direction is elected, the Employer has the
right to direct the Trustee in writing with respect to the
investment and reinvestment of assets comprising the Trust Fund
in the Fidelity Fund(s) designated in Section 1.14(b) and as
allowed by the Trustee.

(b)   If Participant investment direction is elected, each
Participant shall direct the investment of his Account among the
Fidelity Funds listed in Section 1.14(b).  The Participant shall
file initial investment instructions with the Administrator, on
such form as the Administrator may provide, selecting the Funds
in which amounts credited to his Account will be invested.

(1)   Except as provided in this Section 6.02, only authorized
Plan contacts and the Participant shall have access to a
Participant's account.  While any balance remains in the Account
of a Participant after his death, the Beneficiary of the
Participant shall make decisions as to the investment of the
Account as though the Beneficiary were the Participant.  To the
extent required by a qualified domestic relations order as
defined in Section 414(p) of the Code, an alternate payee shall
make investment decisions with respect to a Participant's Account
as though such alternate payee were the Participant.

(2)   If the Trustee receives any contribution under the Plan as
to which investment instructions have not been provided, the
Trustee shall promptly notify the Administrator and the
Administrator shall take steps to elicit instructions from the
Participant.  The Trustee shall credit any such contribution to
the Participant's Account and such amount shall be invested in
the Fidelity Fund selected by the Employer for such purposes or,
absent Employer selection, in the most conservative Fidelity Fund
listed in Section 1.14(b), until investment instructions have
been received by the Trustee.

(c)   All dividends, interest, gains and distributions of any
nature received in respect of Fund Shares shall be reinvested in
additional shares of that Fidelity Fund.

(d)    Expenses attributable to the acquisition of investments
shall be charged to the Account of the Participant for which such
investment is made.

6.03.  Participant Directions to Trustee.  All Participant
initial investment instructions filed with the Administrator
pursuant to the provisions of Section 6.02 shall be promptly
transmitted by the Administrator to the Trustee.  A Participant
shall transmit subsequent investment instructions directly to the
Trustee by means of the telephone exchange system maintained by
the Trustee for such purposes.  The method and frequency for
change of investments will be determined under the (1) rules
applicable to the investments selected by the Employer in Section
1.14(b) and (2) the additional rules of the Employer, if any,
limiting the frequency of investment changes, which are included
in a separate written administrative procedure adopted by the
Employer and accepted by the Trustee.  The Trustee shall have no
duty to inquire into the investment decisions of a Participant or
to advise him regarding the purchase, retention or sale of assets
credited to his Account.

Article 7.  Right to Benefits.

7.01.  Normal or Early Retirement.  Each Participant who attains
his Normal Retirement Age or, if so provided by the Employer in
Section 1.06(b), Early Retirement Age will have a 100 percent
nonforfeitable interest in his Account regardless of any vesting
schedule elected in Section 1.07.  If a Participant retires upon
the attainment of Normal or Early Retirement Age, such retirement
is referred to as a normal retirement.  Upon his normal
retirement the balance of the Participant's Account, plus any
amounts thereafter credited to his Account, subject to the
provisions of Section 7.08, will be distributed to him in
accordance with Article 8.

     If a Participant separates from service before satisfying
the age requirements for early retirement, but has satisfied the
service requirement, the Participant will be entitled to elect an
early retirement distribution upon satisfaction of such age
requirement.

7.02.  Late Retirement.  If a Participant continues in the
service of the Employer after attainment of Normal Retirement
Age, he will continue to have a 100 percent nonforfeitable
interest in his Account and will continue to participate in the
Plan until the date he establishes with the Employer for his late
retirement.  Until he retires, he has a continuing election to
receive all or any portion of his Account.  Upon the earlier of
his late retirement or the distribution date required under
Section 8.08, the balance of his Account, plus any amounts
thereafter credited to his Account, subject to the provisions of
Section 7.08, will be distributed to him in accordance with
Article 8 below.

7.03.  Disability Retirement.  If so provided by the Employer in
Section 1.06(c), a Participant who becomes disabled will have a
100 percent nonforfeitable interest in his Account, the balance
of which Account, plus any amounts thereafter credited to his
Account, subject to the provisions of Section 7.08, will be
distributed to him in accordance with Article 8 below.  A
Participant is considered disabled if he cannot engage in any
substantial, gainful activity because of a medically determinable
physical or mental impairment likely to result in death or to be
of a continuous period of not less than 12 months, and terminates
his employment with the employer.  Such termination of employment
is referred to as a disability retirement.  Determinations with
respect to disability shall be made by the Administrator who may
rely on the criteria set forth in Section 1.06(c) as evidence
that the Participant is disabled.

7.04.  Death.  Subject, if applicable, to Section 8.04, if a
Participant dies before the distribution of his Account has
commenced, or before such distribution has been completed, his
Account shall become 100 percent vested and his designated
Beneficiary or Beneficiaries will be entitled to receive the
balance or remaining balance of his Account, plus any amounts
thereafter credited to his Account, subject to the provisions of
Section 7.08.  Distribution to the Beneficiary or Beneficiaries
will be made in accordance with Article 8.

     A Participant may designate a Beneficiary or Beneficiaries,
or change any prior designation of Beneficiary or Beneficiaries
by giving notice to the Administrator on a form designated by the
Administrator.  If more than one person is designated as the
Beneficiary, their respective interests shall be as indicated on
the designation form.  In the case of a married Participant the
Participant's spouse shall be deemed to be the designated
Beneficiary unless the Participant's spouse has consented to
another designation in the manner described in Section 8.03(d).

     A copy of the death notice or other sufficient documentation
must be filed with and approved by the Administrator.  If upon
the death of the Participant there is, in the opinion of the
Administrator, no designated Beneficiary for part or all of the
Participant's Account, such amount will be paid to his surviving
spouse or, if none, to his estate (such spouse or estate shall be
deemed to be the Beneficiary for purposes of the Plan).  If a
Beneficiary dies after benefits to such beneficiary have
commenced, but before they have been completed, and, in the
opinion of the Administrator, no person has been designated to
receive such remaining benefits, then such benefits shall be paid
in lump sum to the deceased Beneficiary's estate.

7.05.  Other Termination of Employment.  If a Participant
terminates his employment for any reason other than death or
normal, late, or disability retirement, he will be entitled to a
termination benefit equal to (i) the vested percentage(s) of the
value of the Matching and/or Fixed/Discretionary Contributions to
his Account, as adjusted for income, expense, gain, or loss, such
percentage(s) determined in accordance with the vesting
schedule(s) selected by the Employer in Section 1.07, and (ii)
the value of the Deferral, Employee, Qualified Discretionary and
Rollover Contributions to his Account as adjusted for income,
expense, gain or loss.  The amount payable under this Section
7.05 will be subject to the provisions of Section 7.08 and will
be distributed in accordance with Article 8 below.

7.06.  Separate Account.  If a distribution from a Participant's
Account has been made to him at a time when he has a
nonforfeitable right to less than 100 percent of his Account, the
vesting schedule in Section 1.07 will thereafter apply only to
amounts in his Account attributable to Employer Contributions
allocated after such distribution.  The balance of his Account
immediately after such distribution will be transferred to a
separate account which will be maintained for the purpose of
determining his interest therein according to the following
provisions.

     At any relevant time prior to a forfeiture of any portion
thereof under Section 7.07 a Participant's nonforfeitable
interest in his Account held in a separate account described in
the preceding paragraph will be equal to P(AB + (RxD)) - (RxD),
where P is the nonforfeitable percentage at the relevant time
determined under Section 7.05; AB is the account balance of the
separate account at the relevant time; D is the amount of the
distribution; and R is the ratio of the account balance at the
relevant time to the account balance after distribution. 
Following a forfeiture of any portion of such separate account
under Section 7.07 below, any balance in the Participant's
separate account will remain fully vested and nonforfeitable.

7.07.  Forfeitures.  If a Participant terminates his employment,
any portion of his Account (including any amounts credited after
his termination of employment) not payable to him under Section
7.05 will be forfeited by him upon the complete distribution to
him of the vested portion of his Account, if any, subject to the
possibility  of reinstatement as described in the following
paragraph.  For purposes of this paragraph, if the value of an
Employee's vested account balance is zero, the Employee shall be
deemed to have received a distribution of his vested interest
immediately following termination of employment.  Such
forfeitures will be applied to reduce the contributions of the
Employer next payable under the Plan (or administrative expenses
of the Plan); the forfeitures shall be held in a money market
fund pending such application.

     If a Participant forfeits any portion of his Account under
the preceding paragraph but does again become an Employee after
such date, then the amount so forfeited, without any adjustment
for the earnings, expenses, or losses or gains of the assets
credited to his Account since the date forfeited, will be
recredited to his Account (or to a separate account as described
in Section 7.06, if applicable) but only if he repays to the Plan
before the earlier of five years after the date of his
reemployment or the date he incurs 5 consecutive 1-year breaks in
service following the date of the distribution the amount
previously distributed to him, without interest, under Section
7.05.  If an Employee is deemed to receive a distribution
pursuant to this Section 7.07, and the Employee resumes
employment before 5 consecutive l-year breaks in service, the
Employee shall be deemed to have repaid such distribution on the
date of his reemployment.  Upon such an actual or deemed
repayment, the provisions of the Plan (including Section 7.06)
will thereafter apply as if no forfeiture had occurred.  The
amount to be recredited pursuant to this paragraph will be
derived first from the forfeitures, if any, which as of the date
of recrediting have yet to be applied as provided in the
preceding paragraph and, to the extent such forfeitures are
insufficient, from a special Employer contribution to be made by
the Employer.

     If a Participant elects not to receive the nonforfeitable
portion of his Account following his termination of employment,
the non-vested portion of his Account shall be forfeited after
the Participant has incurred five consecutive 1-year breaks in
service as defined in Section 2.01(a)(33).

     No forfeitures will occur solely as a result of a
Participant's withdrawal of Employee contributions.

7.08.  Adjustment for Investment Experience.  If any distribution
under this Article 7 is not made in a single payment, the amount
retained by the Trustee after the distribution will be subject to
adjustment until distributed to reflect the income and gain or
loss on the investments in which such amount is invested and any
expenses properly charged under the Plan and Trust to such
amounts.

7.09.  Participant Loans.  If permitted under Section 1.09, the
Administrator shall allow Participants to apply for a loan from
the Plan, subject to the following:

(a)   Loan Application.  All Plan loans shall be administered by
the Administrator.  Applications for loans shall be made to the
Administrator on forms available from the Administrator.  Loans
shall be made available to all Participants on a reasonably
equivalent basis.  For this purpose, the term "Participant" means
any Participant or Beneficiary, including an alternate payee
under a qualified domestic relations order, as defined in Section
414(p) of the Code, who is a party-in-interest (as determined
under ERISA Section 3(14)) with respect to the Plan except no
loans will be made to: (i) an Employee who makes a rollover
contribution in accordance with Section 4.10 who has not
satisfied the requirements of Section 3.01, or (ii) a
shareholder-employee or Owner-Employee.  For purposes of this
requirement, a shareholder-employee means an employee or officer
of an electing small business (Subchapter S) corporation who owns
(or is considered as owning within the meaning of Section
318(a)(1) of the Code), on any day during the taxable year of
such corporation, more than 5% of the outstanding stock of the
corporation.

     A Participant with an existing loan may not apply for
another loan until the existing loan is paid in full and may not
refinance an existing loan or attain a second loan for the
purpose of paying off the existing loan.  A Participant may not
apply for more than one loan during each Plan Year.

(b)   Limitation of Loan Amount/Purpose of Loan.  Loans shall not
be made available to Highly Compensated Employees in an amount
greater than the amount made available to other Employees.  No
loan to any Participant or Beneficiary can be made to the extent
that such loan when added to the outstanding balance of all other
loans to the Participant or Beneficiary would exceed the lesser
of (a) $50,000 reduced by the excess (if any) of the highest
outstanding balance of loans during the one year period ending on
the day before the loan is made over the outstanding balance of
loans from the plan on the date the loan is made, or (b) one-half
the present value of the nonforfeitable Account of the
Participant.  For the purpose of the above limitation, all loans
from all plans of the Employer and Related Employers are
aggregated.  A Participant may not request a loan for Less than
$1,000.  The Employer may provide that loans only be made from
certain contribution sources within Participant Account(s) by
notifying the Trustee in writing of the restricted source.

     Loans may be made for any purpose or if elected by the
Employer in Section 1.09(a), on account of hardship only.  A loan
will be considered to be made on account of hardship only if made
on account of an immediate and heavy financial need described in
Section 7.10(b)(1).

(c)   Terms of Loan.  All loans shall bear a reasonable rate of
interest as determined by the Administrator based on the
prevailing interest rates charged by persons in the business of
lending money for loans which would be made under similar
circumstances.  The determination of a reasonable rate of
interest must be based on appropriate regional factors unless the
Plan is administered on national basis in which case the
Administrator may establish a uniform reasonable rate of interest
applicable to all regions.

     All loans shall by their terms require that repayment
(principal and interest) be amortized in level payments, not less
than quarterly, over a period not extending beyond five years
from the date of the loan unless such loan is for the purchase of
a Participant's primary residence, in which case the repayment
period may not extend beyond ten years from the date of the loan. 
A Participant may prepay the outstanding loan balance prior to
maturity without penalty.

(d)   Security.  Loans must be secured by the Participant's
Accounts not to exceed 50 percent of the Participant's vested
Account.  A Participant must obtain the consent of his or her
spouse, if any, to use a Participant Account as security for the
loan, if the provisions of Section 8.03 apply to the Participant.
Spousal consent shall be obtained no earlier than the beginning
of the 90-day period that ends on the date on which the loan is
to be so secured.  The consent must be in writing, must
acknowledge the effect of the loan, and must be witnessed by a
Plan representative or notary public.  Such consent shall
thereafter be binding with respect to the consenting spouse or
any subsequent spouse with respect to that loan.

(e)   Default.  The Administrator shall treat a loan in default
if:

(1)  any scheduled repayment remains unpaid more than 90 days;

(2)  there is an outstanding principal balance existing on a loan
after the last scheduled repayment date.

     Upon default or termination of employment, the entire
outstanding principal and accrued interest shall be immediately
due and payable.  If a distributable event (as defined by the
Code) has occurred, the Administrator shall direct the Trustee to
foreclose on the promissory note and offset the Participant's
vested Account by the outstanding balance of the loan.  If a
distributable event has not occurred, the Administrator shall
direct the Trustee to foreclose on the promissory note and offset
the Participant's vested Account as soon as a distributable event
occurs.

(f)   Pre-existing loans.  The provision in paragraph (a) of this
Section 7.09 limiting a Participant to one outstanding loan shall
not apply to loans made before the Employer adopted this
prototype plan document.  A Participant may not apply for a new
loan until all outstanding loans made before the Employer adopted
this prototype plan have been paid in full.  The Trustee may
accept any loans made before the Employer adopted this prototype
plan document except such loans which require the Trustee to hold
as security for the loan property other than the Participant's
vested Account.

     As of the effective date of amendment of this Plan in
Section 1.01(g)(2), the Trustee shall have the right to
reamortize the outstanding principal balance of any Participant
loan that is delinquent.  Such reamortization shall be based upon
the remaining life of the loan and the original maturity date may
not be extended.

     Notwithstanding any other provision of this Plan, the
portion of the Participant's vested Account used as a security
interest held by the plan by reason of a loan outstanding to the
Participant shall be taken into account for purposes of
determining the amount of the Account payable at the time of
death or distribution, but only if the reduction is used as
repayment of the loan.  If less than 100% of the Participant's
vested Account (determined without regard to the preceding
sentence) is payable to the surviving spouse, then the Account
shall be adjusted by first reducing the vested Account by the
amount of the security used as repayment of the loan, and then
determining the benefit payable to the surviving spouse.

     No loan to any Participant or Beneficiary can be made to the
extent that such loan when added to the outstanding balance of
all other loans to the Participant or Beneficiary would exceed
the lesser of (a) $50,000 reduced by the excess (if any) of the
highest outstanding balance of loans during the one year period
ending on the day before the loan is made over the outstanding
balance of loans from the plan on the date the loan is made, or
(b) one-half the present value of the nonforfeitable Account of
the Participant.  For the purpose of the above limitation, all
loans from all plans of the Employer and Related Employers are
aggregated.

7.10.  In-Service/Hardship Withdrawals.  Subject to the
provisions of Article 8, a Participant shall not be permitted to
withdraw any Employer or Employee Contributions (and earnings
thereon) prior to retirement or termination of employment, except
as follows:

     (a)   Age 59 1/2.  If permitted under Section 1.11(b), a
Participant who has attained. the age of 59 1/2 is permitted to
withdraw upon request all or any portion the Accounts specified
by the Employer in 1.11(b).

     (b)    Hardship.  If permitted under Section 1.10, a
Participant may apply to the Administrator to withdraw some or
all of his Deferral Contributions (and earnings thereon accrued
as of December 31, 1988) and, if applicable, Rollover
Contributions and such other amounts allowed by a predecessor
plan, if such withdrawal is made on account of a hardship.  For
purposes of this Section, a distribution is made on account of
hardship if made on account of an immediate and heavy financial
need of the Employee where such Employee lacks other available
resources.  Determinations with respect to hardship shall be made
by the Administrator and shall be conclusive for purposes of the
Plan, and shall be based on the following special rules:

(1)  The following are the only financial needs considered
immediate and heavy:  expenses incurred or necessary for medical
care (within the meaning of Section 213(d) of the Code) of the
Employee, the Employee's spouse, children, or dependents; the
purchase (excluding mortgage payments) of a principal residence
for the Employee; payment of tuition and related educational fees
for the next twelve (12) months of post-secondary education for
the Employee, the Employee's spouse, children or dependents; or
the need to prevent the eviction of the Employee from, or a
foreclosure on the mortgage of, the Employee's principal
residence.

(2)  A distribution will be considered as necessary to satisfy an
immediate and heavy financial need of the Employee only if:

(i)   The Employee has obtained all distributions, other than the
hardship distributions, and all nontaxable (at the time of the
loan) loans currently available under all plans maintained by the
Employer;

(ii)  The Employee suspends Deferral Contributions and Employee
Contributions to the Plan for the 12-month period following the
date of his hardship distribution.  The suspension must also
apply to all elective contributions and employee contributions to
all other qualified plans and non-qualified plans maintained by
the Employer, other than any mandatory employer contribution
portion of a defined benefit plan, including stock option, stock
purchase and other similar plans, but not including health and
welfare benefit plans (other than the cash or deferred
arrangement portion of a cafeteria plan),

(iii)  The distribution is not in excess of the amount of an
immediate and heavy financial need (including amounts necessary
to pay any Federal, state or local income taxes or penalties
reasonably anticipated to result from the distribution); and

(iv)  The Employee agrees to limit Deferral Contributions
(elective contributions)to the Plan and any other qualified plan
maintained by the Employer for the Employee's taxable year
immediately following the taxable year of the hardship
distribution to the applicable limit under Section 402(g) of the
Code for such taxable year less the amount of such Employee's
Deferral Contributions for the taxable year of the hardship
distribution.

(3)  A Participant must obtain the consent of his or her spouse,
if any, to obtain a hardship withdrawal, if the provisions of
Section 8.03 apply to the Participant.

(c)   Employee Contributions.  A Participant may elect to
withdraw, in cash, up to one hundred percent of the amount then
credited to his Employee Contribution Account.  Such withdrawals
shall be limited to one (1) per Plan Year unless this prototype
plan document is an amendment of a prior plan document, in which
case the rules and restrictions governing employee contribution
withdrawals, if any, are incorporated herein by reference.

7.11.  Prior Plan In-Service Distribution Rules.  If designated
by the Employer in Section 1.11(b), a Participant shall be
entitled to withdraw at anytime prior to his termination of
employment, subject to the provisions of Article 8 and the prior
plan, any vested Employer Contributions maintained in a
Participant's Account for the specified period of time.

Article 8.  Distribution of Benefits Payable after Termination of
Service .

8.01.  Distribution of Benefits to Participants and
Beneficiaries.

(a)   Distributions from the Trust to a Participant or to the
Beneficiary of the Participant shall be made in a lump sum in
cash or, if elected by the Employer in Section 1.11, under a
systematic withdrawal plan (installment(s)) upon retirement,
death, disability, or other termination of employment, unless
another form of distribution is required or permitted in
accordance with paragraph (d) of this Section 8.01 or Sections
1.11(c), 8.02, 8.03, 8.04 or 11.02.  A distribution may be made
in Fund Shares, at the election of the Participant, pursuant to
the qualifying rollover of such distribution to a Fidelity
Investments individual retirement account.

(b)   Distributions under a systematic withdrawal plan must be
made in substantially equal annual, or more frequent,
installments, in cash, over a period certain which does not
extend beyond the life expectancy of the Participant or the joint
life expectancies of the Participant and his Beneficiary, or, if
the Participant dies prior to the commencement of his benefits
the life expectancy of the Participant's Beneficiary, as further
described in Section 8.04.

(c)   Notwithstanding the provisions of Section 8.01(b) above, if
a Participant's Account is, and at the time of any prior
distribution(s) was, $3,500 or less, the balance of such Account
shall be distributed in a lump sum as soon as practicable
following retirement, disability, death or other termination of
employment.

(d)   This paragraph (d) applies to distributions made on or
after January 1, 1993.  Notwithstanding any provision of the Plan
to the contrary that would otherwise limit a distributee's
election under this Article 8, a distributee may elect, at the
time and in the manner prescribed by the 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.  The following definitions shall apply for
purposes of this paragraph (d):

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

(2)   Eligible retirement plan:  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, an annuity plan described in Section 403(a)
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 a surviving spouse, an eligible retirement plan
is an individual retirement account or individual retirement
annuity.

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

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

8.02.     Annuity Distributions.  If so provided in Section
1.11(C), a Participant may elect distributions made in whole or
in part in the form of an annuity contract subject to the
provisions of Section 8.03.

(a)   An annuity contract distributed under the Plan must be
purchased from an insurance company and must be nontransferable. 
The terms of an annuity contract shall comply with the
requirements of the Plan and distributions under such contract
shall be made in accordance with Section 401(a)(9) of the Code
and the regulations thereunder.

(b)   The payment period of an annuity contract distributed to
the Participant pursuant to this Section may be as long as the
Participant lives.  If the annuity is payable to the Participant
and his spouse or designated Beneficiary, the payment period of
an annuity contract may be for as long as either the Participant
or his spouse or designated Beneficiary lives.  Such an annuity
may provide for an annuity certain feature for a period not
exceeding the life expectancy of the Participant.  If the annuity
is payable to the Participant and his spouse such period may not
exceed the joint life and last survivor expectancy of the
Participant and his spouse, or, if the annuity is payable to the
Participant and a designated Beneficiary, the joint life and last
survivor expectancy of the Participant and such Beneficiary.  If
the Participant dies prior to the commencement of his benefits,
the payment period of an annuity contract distributed to the
Beneficiary of the Participant may be as long as the
Participant's Beneficiary lives, and may provide for an annuity
certain feature for a period not exceeding the life expectancy of
the Beneficiary.  Any annuity contract distributed under the Plan
must provide for nonincreasing payments.

8.03.  Joint and Survivor Annuities/Preretirement Survivor
Annuities.

(a)   Application.  The provisions of this Section supersede any
conflicting provisions of the Plan; provided, however, that
paragraph (b) of this Section shall not apply if the
Participant's Account does not exceed or at the time of any prior
distribution did not exceed $3,500.  A Participant is described
in this Section only if (i) the Participant has elected
distribution of his Account in the form of an Annuity Contract in
accordance with Section 8.02, or (ii) the Trustee has directly or
indirectly received a transfer of assets from another plan
(including a predecessor plan) to which Section 401(a)(11) of the
Code applies with respect to such Participant.

(b)   Retirement Annuity.  Unless the Participant elects to waive
the application of this subsection in a manner satisfying the
requirements of subsection (d) below, to the extent applicable to
the Participant, within the 90-day period preceding his Annuity
Starting Date (which election may be revoked, and if revoked,
remade, at any time in such period), the vested Account due any
Participant to whom this subsection (b) applies will be paid to
him by the purchase and delivery to him of an annuity contract
described in Section 8.02 providing a life annuity only form of
benefit or, if the Participant is married as of his Annuity
Starting Date, providing an immediate annuity for the life of the
Participant with a survivor annuity for the life of the
Participant's spouse (determined as of the date of distribution
of the contract) which is 50 percent of the amount of the annuity
which is payable during the joint lives of the Participant and
such spouse.  The Participant may elect to receive distribution
of his benefits in the form of such annuity as of the earliest
date on which he could elect to receive retirement benefits under
the Plan.  Within the period beginning 90 days prior to the
Participant's Annuity Starting Date and ending 30 days prior to
such Date, the Administrator will provide such Participant with a
written explanation of (i) the terms and conditions of the
annuity contract described herein, (ii) the Participant's right
to make and the effect of an election to waive application of
this subsection, (iii) the rights of the Participant's spouse
under subsection (d), and (iv) the right to revoke and the period
of time effect of a revocation of the election to waive
application of this subsection.

(c)   Annuity Death Benefit.  Unless the Participant elects to
waive the application of this subsection in a manner satisfying
the requirements of subsection (d) below at any time within the
applicable election period (which election may be revoked, and if
revoked, remade, at any time in such period), if a married
Participant to whom this Section applies dies before his Annuity
Starting Date, then notwithstanding any designation of a
Beneficiary to the contrary, 50 percent of his vested Account
will be applied to purchase an annuity contract described in
Section 8.02 providing an annuity for the life of the
Participants surviving spouse, which contract will then be
promptly distributed to such spouse.  In lieu of the purchase of
such an annuity contract, the spouse may elect in writing to
receive distributions under the Plan as if he or she had been
designated by the Participant as his beneficiary with respect to
50 percent of his Account.  For purposes of this subsection, the
applicable election period will commence on the first day of the
Plan Year in which the Participant attains age 35 and will end on
the date of the Participant's death, provided that in the case of
a Participant who terminates his employment the applicable
election period with respect to benefits accrued prior to the
date of such termination will in no event commence later than the
date of his termination of employment.  A Participant may elect
to waive the application of this subsection prior to the Plan
Year in which he attains age 35, provided that any such waiver
will cease to be effective as of the first day of the Plan Year
in which the Participant attains age 35.

     The Administrator will provide a Participant to whom this
subsection applies with a written explanation with respect to the
annuity death benefit described in this subsection (c) comparable
to that required under subsection (b) above.  Such explanation
shall be furnished within whichever of the following periods ends
last:  (i) the period beginning with the first day of the Plan
Year in which the Participant reaches age 32 and ending with the
end of the Plan Year preceding the Plan Year in which he reaches
age 35, (ii) a reasonable period ending after the Employee
becomes a Participant,  (iii) a reasonable period ending after
this Section 8.04 first becomes applicable to the Participant in
accordance with Section 8.04(a), (iv) in the case of a
Participant who separates from service before age 35, a
reasonable period of time ending after separation from service. 
For purposes of the preceding sentence, the two-year period
beginning one year prior to the date of the event described in
clause (ii), (iii) or (iv), whichever is applicable, and ending
one year after such date shall be considered reasonable,
provided, that in the case of a Participant who separates from
service under (iv) above and subsequently recommences employment
with the Employer, the applicable period for such Participant
shall be redetermined in accordance with this subsection.

(d)   Requirements of Elections.  This subsection will be
satisfied with respect to a waiver or designation which is
required to satisfy this subsection if such waiver or designation
is in writing and either

(1)   the Participant's spouse consents thereto in writing, which
consent must acknowledge the effect of such waiver or designation
and be witnessed by a notary public or Plan representative, or

(2)   the Participant establishes to the satisfaction of the
Administrator that the consent of the Participant's spouse cannot
be obtained because there is no spouse, because the spouse cannot
be located or because of such other circumstances as the
Secretary of Treasury may prescribe.

     Any consent by a spouse, or establishment that the consent
of a spouse may not be obtained, will be effective only with
respect to a specific Beneficiary (including any class of
beneficiaries or any contingent beneficiaries) or form of
benefits identified in the Participant's waiver or designation,
unless the consent of the spouse expressly permits designations
by the Participant without any requirement of further consent by
the spouse.  A consent which permits such designations by the
Participant shall acknowledge that the spouse has the right to
limit consent to a specific Beneficiary and form of benefits and
that the spouse voluntarily elects to relinquish both such
rights.  A consent by a spouse shall be irrevocable once made. 
Any such consent, or establishment that such consent may not be
obtained, will be effective only with respect to such spouse. 
For purposes of subsections (b) and (c) above, no consent of a
spouse shall be valid unless the notice required by such
subsection, whichever is applicable, has been provided to the
Participant.

(e)    Former Spouse.  For purposes of this Section 8.03, a
former spouse of a Participant will be treated as the spouse or
surviving spouse of the Participant, and a current spouse will
not be so treated, to the extent required under a qualified
domestic relations order, as defined in Section 414 (D) of the
Code.

(f)   Vested Account Balance.  For purposes of this Section,
vested Account shall the aggregate value of the Participant's
vested Account derived from Employer and Employee contributions
(including rollovers), whether vested before or upon death.  The
provisions of this Section shall apply to a Participant who is
vested in amounts attributable to Employer contributions,
Employee contributions, or both, upon death or at the time of
distribution.

8.04  Installment Distributions.  This Section shall be
interpreted and applied in accordance with the regulations under
Section 401 (a)(9) of the Code, including the minimum
distribution incidental benefit requirement of section
1.401(a)(9)-2 of the regulations.

(a)   In General.  If a Participant's benefit may be distributed
in accordance with Section 8.01(b), the amount to be distributed
for each calendar year for which a minimum distribution is
required shall be at least an amount equal to the quotient
obtained by dividing the Participant's interest in his Account by
the life expectancy of the Participant or beneficiary or the
joint life and last survivor expectancy of the Participant and
his Beneficiary, whichever is applicable.  For calendar years
beginning before January 1, 1989, if a Participant's Beneficiary
is not his spouse, the method of distribution selected must
insure that at least 50 percent of the present value of the
amount available for distribution is paid within the life
expectancy of the Participant.  For calendar years beginning
after December 31, 1988 the amount to be distributed for each
calendar year shall not be less than an amount equal to the
quotient obtained by dividing the Participant's interest in his
Account by the lesser of (i) the applicable life expectancy under
Section 8.01(b), or (ii) if a Participant's beneficiary is not
his spouse, the applicable divisor determined under Section
1.401(a)(9)-2, Q&A 4 of the Proposed Treasury Regulations, or any
successor regulations of similar import.

Distributions after the death of the Participant shall be made
using the applicable life expectancy under (i) above, without
regard to Section 1.401(a)(9)-2 of such regulations.

     The minimum distribution required under this subsection (a)
for the calendar year immediately preceding the calendar year in
which the Participant's required beginning date, as determined
under Section 8.08(b), occurs shall be made on or before the
Participant's required beginning date, as so determined.  Minimum
distributions for other calendar years shall be made on or before
the close of such calendar year.

(b)   Additional Requirements for Distributions After Death of
Participant.

(1)   Distribution beginning before Death.  If the Participant
dies before distribution of his benefits has begun, distributions
shall be made in accordance with the provisions of this
paragraph.  Distributions under Section 8.01(a) shall be
completed by the close of the calendar year in which the fifth
anniversary of the death of the Participant occurs. 
Distributions under Section 8.01(b) shall commence, if the
beneficiary is not the Participant's spouse, not later than the
close of the calendar year immediately following the calendar
year in which the death of the Participant occurs.  Distributions
under Section 8.01(b) to a Beneficiary who is the Participant's
surviving spouse shall commence not later than the close of the
calendar year in which the Participant would have attained age 70
1/2 or, if later, the close of the calendar year immediately
following the calendar year in which the death of the Participant
occurs.  In the event such spouse dies prior to the date
distribution to him or her commences, he or she will be treated
for purposes of this subsection (other than the preceding
sentence) as if he or she were the Participant.  If the
Participant has not designated a Beneficiary, or the Participant
or Beneficiary has not effectively selected a method of
distribution, distribution of the Participant's benefit shall be
completed by the close of the calendar year in which the fifth
anniversary of the death of the Participant occurs.

Any amount paid to a child of the Participant will be treated as
if it had been paid to the surviving spouse if the amount becomes
payable to the surviving spouse when the child reaches the age of
majority.

For purposes of this subsection (b)(1), the life expectancy of a
Beneficiary who is the Participant's surviving spouse shall be
recalculated annually unless the Participant's spouse irrevocably
elects otherwise prior to the time distributions are required to
begin.  Life expectancy shall be computed in accordance with the
provisions of subsection (a) above.

(2)   Distribution beginning after Death.  If the Participant
dies after distribution of his benefits has begun, distributions
to the Participant's Beneficiary will be made at least as rapidly
as under the method of distribution being used as of the date of
the Participant's death.

     For purposes of this Section 8.04(b), distribution of a
Participant's interest in his Account will be considered to begin
as of the Participant's required beginning date, as determined
under Section 8.08(b).  If distribution in the form of an annuity
irrevocably commences prior to such date, distribution will be
considered to begin as of the actual date distribution commences.

(c)   Life Expectancy.  For purposes of this Section, life
expectancy shall be recalculated annually in the case of the
Participant or a Beneficiary who is the Participant's spouse
unless the Participant or Beneficiary irrevocably elects
otherwise prior to the time distributions are required to begin. 
If not recalculated in accordance with the foregoing, life
expectancy shall be calculated using the attained age of the
Participant or beneficiary, whichever is applicable, as of such
individual's birth date in the first year for which a minimum
distribution is required reduced by one for each elapsed calendar
year since the date life expectancy was first calculated.  For
purposes of this Section, life expectancy and joint life and last
survivor expectancy shall be computed by use of the expected
return multiples in Table V and VI of section 1.72-9 of. the
income tax Regulations.

A Participant's interest in his Account for purposes of this
Section 8.04 shall be determined as of the last valuation date in
the calendar year immediately preceding the calendar year for
which a minimum distribution is required, increased by the amount
of any contributions allocated to, and decreased by any
distributions from, such Account after the valuation date.  Any
distribution for the first year for which a minimum distribution
is required made after the close of such year shall be treated as
if made prior to the close of such year.

8.05.  Immediate Distributions.  If the Account distributable to
a Participant exceeds, or at the time of any prior distribution
exceeded $3,500, no distribution will be made to the Participant
before he reaches his Normal Retirement Age (or age 62, if
later), unless the written consent of the Participant has been
obtained.  Such consent shall be made in writing within the
90-day period ending on the Participant's Annuity Starting Date. 
Within the period beginning 90 days before the Participant's
Annuity Starting Date and ending 30 days before such Date, the
Administrator will provide such Participant with written notice
comparable to the notice described in Section 8.03(b) containing
a general description of the material features and an explanation
of the relative values of the optional forms of benefit available
under the Plan and informing the Participant of his right to
defer receipt of the distribution until his Normal Retirement Age
(or age 62, if later).

     The consent of the Participant's spouse must also be
obtained if the Participant is subject to the provisions of
Section 8.03(a), unless the distribution will be made in the form
of the applicable retirement annuity contract described in
Section 8.03(b).  A spouse's consent to early distribution, if
required, must satisfy the requirements of Section 8.03(d).

     Neither the consent of the Participant nor the Participant's
spouse shall be required to the extent that a distribution is
required to satisfy Section 401(a)(9) or Section 415 of the Code. 
In addition, upon termination of the Plan if it does not offer an
annuity option (purchased from a commercial provider) and if the
Employer or any Related Employer does not maintain another
defined contribution plan (other than an employee stock ownership
plan as defined in Code Section 4975(e)(7)) the Participant's
Account will, without the Participant's consent, be distributed
to the Participant.  However, if any Related Employer maintains
another defined contribution plan (other than an employee stock
ownership plan as defined in Section 4975(e)(7) of the Code) then
the Participant's Account will be transferred, without the
Participant's consent, to the other plan if the Participant does
not consent to an immediate distribution.

8.06.  Determination of Method of Distribution.  The Participant
will determine the method of distribution of benefits to himself
and may determine the method of distribution to his Beneficiary. 
Such determination will be made prior to the time benefits become
payable under the Plan.  If the Participant does not determine
the method of distribution to his Beneficiary or if the
Participant permits his Beneficiary to override his
determination, the Beneficiary, in the event of the Participant's
death, will determine the method of distribution of benefits to
himself as if he were the Participant.  A determination by the
Beneficiary must be made no later than the close of the calendar
year in which distribution would be required to begin under
Section 8.04(b) or, if earlier, the close of the calendar year in
which the fifth anniversary of the death of the Participant
occurs.

8.07.  Notice to Trustee.  The Administrator will notify the
Trustee in writing whenever any Participant or Beneficiary is
entitled to receive benefits under the Plan.  The Administrator's
notice shall indicate the form of benefits that such Participant
or Beneficiary shall receive and (in the case of distributions to
a Participant) the name of any designated Beneficiary or
Beneficiaries.

8.08.  Time of Distribution.  In no event will distribution to a
Participant be made later than the earlier of the dates described
in (a) and (b) below:

(a)   Absent the consent of the Participant (and his spouse, if
appropriate), the 60th day after the close of the Plan Year in
which occurs the later of the date on which the Participant
attains age 65, the date on which the Participant ceases to be
employed by the Employer; or the 10th anniversary of the year in
which the Participant commenced participation in the Plan and

(b)   April l of the calendar year first following the calendar
year in which the Participant attains age 70 1/2 or, in the case
of a Participant who had attained age 70 1/2 before January 1,
1988, the required beginning date determined in accordance with
(1) or (2) below

(1)   The required beginning date of a Participant who is not a
5-percent owner is the first day of April of the calendar year
following the calendar year in which the later of retirement or
attainment of age 70-1/2 occurs.

(2)   The required beginning date of a Participant who is a 5
percent owner during any year beginning after December 31, 1979,
is the first day of April following the later of:

(i) the calendar year in which the participant attains age
70-1/2, or

(ii) the earlier of the calendar year with or within which ends
the plan year in which the participant becomes a 5 percent owner,
or the calendar year in which the participant retires.

     Notwithstanding the foregoing, in the case of a Participant
who attained age 70 1/2 during 1988 and who had not retired prior
to January 1, 1989, the required beginning date described in this
paragraph shall be April 1, 1990.

     Notwithstanding (a) above, the failure of a Participant (and
spouse) to consent to a distribution while a benefit is
immediately distributable, within the meaning of Section 8.05,
shall be deemed to be an election to defer commencement of
payment of any benefit sufficient to satisfy (a) above.

     Once distributions have begun to a 5 percent owner under (b)
above, they must continue to be distributed, even if the
Participant ceases to be a 5 percent owner in a subsequent year.

     For purposes of (b) above, a Participant is treated as a 5
percent owner if such participant is a 5 percent owner as defined
in Section 416(i) of the Code (determined in accordance with
Section 416 but without regard to whether the plan is top-heavy)
at any time during the plan year ending with or within the
calendar year in which such owner attains age 66-1/2 or any
subsequent plan year.

     The Administrator shall notify the Trustee in writing
whenever a distribution is necessary in order to comply with the
minimum distribution rules set forth in this Section.

8.09.  Whereabouts of Participants and Beneficiaries.  The
Administrator will at all times be responsible for determining
the whereabouts of each Participant or Beneficiary who may be
entitled to benefits under the Plan and will at all times be
responsible for instructing the Trustee in writing as to the
current address of each such Participant or Beneficiary.  The
Trustee will be entitled to rely on the latest written statement
received from the Administrator as to such addresses.  The
Trustee will be under no duty to make any distributions under the
Plan unless and until it has received written instructions from
the Administrator satisfactory to the Trustee containing the name
and address of the distributee, the time when the distribution is
to occur, and the form which the distribution will take. 
Notwithstanding the foregoing, if the Trustee attempts to make a
distribution in accordance with the Administrator's instructions
but is unable to make such distribution because the whereabouts
of the distributee is unknown, the Trustee will notify the
Administrator of such situation and thereafter the Trustee will
be under no duty to make any further distributions to such
distributee until it receives further written instructions from
the Administrator.  If a benefit is forfeited because the
Administrator determines that the Participant or beneficiary
cannot be found, such benefit will be reinstated by the Sponsor
if a claim is filed by the Participant or Beneficiary with the
Administrator and the Administrator confirms the claim to the
Sponsor.

Article 9.  Top-Heavy Provisions.

9.01 Application.  If the Plan is or becomes a Top-Heavy Plan in
any Plan Year or is automatically deemed to be Top-Heavy in
accordance with the Employer's election in Section 1.12(a)(1) of
the Adoption Agreement, the provisions of this Article 9 shall
supersede any conflicting provision in the Plan.

9.02  Definitions.  For purposes of this Article 9, the following
terms have the meanings set forth below:

(a)   Key Employee.  Any Employee or former Employee (and the
beneficiary of any such Employee) who at any time during the
determination period was (i) an officer of the Employer whose
annual compensation exceeds 50 percent of the dollar limitation
under Section 415(b)(1)(A) of the Code,  (ii) an owner (or
considered an owner under Section 318 of the Code) of one of the
ten largest interests in the Employer if such individual's annual
compensation exceeds the dollar limitation under Section
415(c)(1)(A) of the Code,  (iii) a 5-percent owner of the
Employer, or (iv) a 1-percent owner of the Employer who has
annual compensation of more than $150,000.  For purposes of this
paragraph, the determination period is the Plan Year containing
the Determination Date and the four preceding Plan Years.  The
determination of who is a Key Employee shall be made in
accordance with Section 416(i)(1) of the Code and the regulations
thereunder.  Annual compensation means compensation as defined in
Section 5.03(e)(2), but including amounts contributed by the
Employer pursuant to a salary reduction agreement which are
excludable from the employee's gross income under Section 125,
Section 402(a)(8), and Section 403(b) of the Code.

(b)   Top-Heavy Plan.  The Plan is a Top-Heavy Plan if any of the
following conditions exists:

(1)   the Top-Heavy Ratio for the Plan exceeds 60 percent and the
Plan is not part of any Required Aggregation Group or Permissive
Aggregation Group;

(2)   the Plan is a part of a Required Aggregation Group but not
part of a Permissive Aggregation Group and the Top-Heavy Ratio
for the Required Aggregation Group exceeds 60 percent; or

(3)   the Plan is a part of a Required Aggregation Group and a
Permissive Aggregation Group and the Top-Heavy Ratio for both
Groups exceeds 60 percent.

(c)   Top-Heavy Ratio.

(l)   With respect to this Plan, or with respect to any Required
Aggregation Group or Permissive Aggregation Group that consists
solely of defined contribution plans (including any simplified
employee pension plans) and the Employer has not maintained any
defined benefit plan which during the 5-year period ending on the
determination date(s) has or has had accrued benefits, the
Top-Heavy Ratio is a fraction, the numerator of which is the sum
of the account balances of all Key Employees under the plans as
of the Determination Date (including any part of any account
balance distributed in the 5-year period ending on the
Determination Date), and the denominator of which is the sum of
all account balances (including any part of any account balance
distributed in the 5-year period ending on the Determination
Date) of all participants under the plans as of the Determination
Date.  Both the numerator and denominator of the Top-Heavy Ratio
shall be increased, to the extent required by Section 416 of the
Code, to reflect any contribution which is due but unpaid as of
the Determination Date.

(2)     With respect to any Required Aggregation Group or
Permissive Aggregation Group that includes one or more defined
benefit plans which, during the 5-year period ending on the
Determination Date, has covered or could cover a Participant in
this Plan, the Top-Heavy Ratio is a fraction, the numerator of
which is the sum of the account balances under the defined
contribution plans  for all Key Employees and the present value
of accrued benefits under the defined benefit plans for all Key
Employees, and the denominator of which is the sum of the account
balances under the defined contribution plans for all
participants and the present value of accrued benefits under the
defined benefit plans for all participants.  Both the numerator
and denominator of the Top-Heavy Ratio shall be increased for any
distribution of an account balance or an accrued benefit made in
the 5-year period ending on the Determination Date and any
contribution due but unpaid as of the Determination Date.

(3)     For purposes of (1) and (2) above, the value of Accounts
and the present value of accrued benefits will be determined as
of the most recent Valuation Date that falls within or ends with
the 12-month period ending on the Determination Date, except as
provided in Section 416 of the Code and the regulations
thereunder for the first and second plan years of a defined
benefit plan.  The Account and accrued benefits of a Participant
(i) who is not a Key Employee but who was a Key Employee in a
prior year, or (ii) who has not been credited with at least one
Hour of Service with the Employer at any time during the 5-year
period ending on the Determination Date, will be disregarded. 
The calculation of the Top-Heavy Ratio, and the extent to which
distributions, rollovers, and transfers are taken into account,
shall be made in accordance with Section 416 of the Code and the
regulations thereunder.  Deductible employee contributions shall
not be taken into account for purposes of computing the Top-Heavy
Ratio.  When aggregating plans, the value of Accounts and accrued
benefits shall be calculated with reference to the Determination
Dates that fall within the same calendar year.

     For purposes of determining if the Plan, or any other plan
included in a Required Aggregation Group of which this Plan is
part, is a Top-Heavy Plan, the accrued benefit in a defined
benefit plan of an Employee other than a Key Employee shall be
determined under (a) the method, if any, that uniformly applies
for accrual purposes under all plans maintained by the Employer,
or (b) if there is no such method, as if such benefit accrued not
more rapidly than the slowest accrual rate permitted under the
fractional accrual rate of Section 411(b)(1)(C) of the Code.

(d)   Permissive Aggregation Group.  The Required Aggregation
Group plus any other qualified plans of the Employer or a Related
Employer which, when considered as a group with the Required
Aggregation Group, would continue to satisfy the requirements of
Sections 401(a)(4) and 410 of the Code.

(e)   Required Aggregation Group.

(1)   Each qualified plan of the Employer or Related Employer in
which at least one Key Employee participates, or has participated
at any time during the determination period (regardless of
whether the plan has terminated), and

(2)   any other qualified plan of the Employer or Related
Employer which enables a plan described in (1) above to meet the
requirements of Sections 401(a)(4) or 410 of the Code.

(f)   Determination Date.  For any Plan Year of the Plan
subsequent to the first Plan Year, the last day of the preceding
Plan Year.  For the first Plan Year of the Plan, the last day of
that Plan Year.

(g)   Valuation Date.  The Determination Date.

(h)   Present Value.  Present value shall be based only on the
interest rate and mortality table specified in the Adoption
Agreement.

9.03.  Minimum Contribution.

(a)   Except as otherwise provided in (b) and (c) below, the
Fixed/Discretionary Contributions made on behalf of any
Participant who is not a Key Employee shall not be less than the
lesser of 3 percent (or such other percent elected by the
Employer in Section 1.12(c)) of such Participant's Compensation
or, in the case where the Employer has no defined benefit plan
which designates this Plan to satisfy Section 401 of the Code,
the largest percentage of Employer contributions, as a percentage
of the first $200,000 of the Key Employee's Compensation, made on
behalf of any Key Employee for that year.  If the Employer
selected the Integrated Formula in Section 1.05(a)(2), the
minimum contribution shall be determined under paragraph (e) of
this Section 9.03.  Further, the minimum contribution under this
Section 9.03 shall be made even though, under other Plan
provisions, the Participant would not otherwise be entitled to
receive a contribution, or would have received a lesser
contribution for the year, because (i) the Participant failed to
complete 1,000 Hours of Service or any equivalent service
requirement provided in the Adoption Agreement; or (ii) the
Participant's Compensation was less than a stated amount.

(b)   The provisions of (a) above shall not apply to any
Participant who was not employed by the Employer on the last day
of the Plan Year.

(c)   The Employer contributions for the Plan Year made on behalf
of each Participant who is not a Key Employee and who is a
participant in a defined benefit plan maintained by the Employer
shall not be less than 5 percent of such Participant's
Compensation, unless the Employer has provided in Section 1.12(c)
that the minimum contribution requirement will be met in the
other plan or plans of the Employer.

(d)   The minimum contribution required under (a) above (to the
extent required to be nonforfeitable under Section 416(b) of the
Code) may not be forfeited under Section 411(a)(3)(B) or
411(a)(3)(D) of the Code.

(e)   If the Employer elected an Integrated Formula in Section
1.05(a)(2), the allocation steps in Section 4.06(b)(2) shall be
preceded by the following steps:

     (1)  The Discretionary Employer Contributions will be
allocated to each eligible Participant (as determined under this
Section 9.03) in the ratio that the Participant's Compensation
bears to all Participants' Compensation, but not in excess of 3%
(or such other percent elected by the Employer in Section
1.12(c).

     (2)  Any Discretionary Employer Contributions remaining
after (e)(1) above will be allocated to each eligible Participant
in the ratio that the Participant's Excess Compensation for the
Plan Year bears to the Excess Compensation of all eligible
Participants, but not in excess of 3% (or such other percent
elected by the Employer in Section 1.12(c)).

9.04.  Adjustment to the Limitation on Contributions and
Benefits.  If this Plan is in Top-Heavy status, the number 100
shall be substituted for the number 125 in subsections (e)(3) and
(e)(4) of Section 5.03.  However, this substitution shall not
take effect with respect to this Plan in any Plan Year in which
the following requirements are satisfied:

(a)   The Employer contributions for such Plan Year made on
behalf of each Participant who is not a Key Employee and who is a
participant in a defined benefit plan maintained by the Employer
is not less than 7 1/2 percent of such Participant's
Compensation.

(b)   The sum of the present value as of the Determination Date
of (i) the aggregate accounts of all Key Employees under all
defined contribution plans of the Employer and (ii) the
cumulative accrued benefits of all Key Employees under all
defined benefit plans of the Employer does not exceed 90 percent
of the same amounts determined for all Participants under all
plans of the Employer that are Top-Heavy Plans, excluding
Accounts and accrued benefits for Employees who formerly were but
are no longer Key Employees.

     The substitutions of the number 100 for 125 shall not take
effect in any limitation Year with respect to any Participant for
whom no benefits are accrued or contributions made for such Year.

9.05.  Minimum Vesting.  For any Plan Year in which the Plan is a
Top-Heavy Plan and all Plan Years thereafter, the Top-Heavy
vesting schedule elected in Section 1.12(d) will automatically
apply to the Plan.  The Top-Heavy vesting schedule applies to all
benefits within the meaning of Section 411(a)(7) of the Code
except those attributable to Employee Contributions or those
already subject to a vesting schedule which vests at least as
rapidly in all cases as the schedule elected in Section 1.12(d),
including benefits accrued before the Plan becomes a Top-Heavy
Plan.  Further, no decrease in a Participant's nonforfeitable
percentage may occur in the event the Plan's status as a
Top-Heavy Plan changes for any Plan Year.  However, this Section
9.05 does not apply to the Account of any Employee who does not
have an Hour of Service after the Plan has initially become a
Top-Heavy Plan and such Employee's Account attributable to
Employer Contributions will be determined without regard to this
Section 9.05.

Article 10.  Amendment and Termination.

10.01  Amendment by Employer.  The Employer reserves the
authority, subject to the provisions of Article 1 and Section
10.03, to amend the Plan:

(a)   Changing Elections Contained in the Adoption Agreement.  By
filing with the Trustee an amended Adoption Agreement, executed
by the Employer only, on which said Employer has indicated a
change or changes in provisions previously elected by it.  Such
changes are to be effective on the effective date of such amended
Adoption Agreement except that retroactive changes to a previous
election or elections pursuant to the regulations issued under
Section 401(a)(4) of the Code shall be permitted.  Any such
change notwithstanding, no Participant's Account shall be reduced
by such change below the amount to which the Participant would
have been entitled if he had voluntarily left the employ of the
Employer immediately prior to the date of the change.  The
Employer may from time to time make any amendment to the Plan
that may be necessary to satisfy Sections 415 or 416 of the Code
because of the required aggregation of multiple plans by
completing overriding Plan language in the Adoption Agreement. 
The Employer may also add certain model amendments published by
the Internal Revenue Service which specifically provide that
their adoption will not cause the Plan to be treated as an
individually designed plan; or

(b)   Other Changes.  By amending any provision of the Plan for
any reason other than those specified in (a) above.  However,
upon making such amendment, including a waiver of the minimum
funding requirement under Section 412(d) of the Code, the
Employer may no longer participate in this prototype plan
arrangement and will be deemed to have an individually designed
plan.  Following such amendment, the Trustee may transfer the
assets of the Trust to the trust forming part of such newly
adopted plan upon receipt of sufficient evidence (such as a
determination letter or opinion letter from the Internal Revenue
Service or an opinion of counsel satisfactory to the Trustee)
that such trust will be a qualified trust under the Code.

10.02.  Amendment by Prototype Sponsor.  The Prototype Sponsor
may in its discretion amend the Plan or the Adoption Agreement at
any time, subject to the provisions of Article 1 and Section
10.03, and provided that the Prototype Sponsor mails a copy of
such amendment to the Employer at its last known address as shown
on the books of the Prototype Sponsor.

10.03.  Amendments Affecting Vested and/or Accrued Benefits.

(a)   Except as permitted by Section 10.04, no amendment to the
Plan shall be effective to the extent that it has the effect of
decreasing a Participant's Account or eliminating an optional
form of benefit with respect to benefits attributable to service
before the amendment.  Furthermore, if the vesting schedule of
the Plan is amended, the nonforfeitable interest of a Participant
in his Account, determined as of the later of the date the
amendment is adopted or the date it becomes effective, will not
be less than the Participant's nonforfeitable interest in his
Account determined without regard to such amendment.

(b)   If the Plan's vesting schedule is amended, including any
amendment resulting from a change to or from Top-Heavy Plan
status, or the Plan is amended in any way that directly or
indirectly affects the computation of a Participant's
nonforfeitable interest in his Account, each Participant with at
least three (3) Years of Service for Vesting with the Employer
may elect, within a reasonable period after the adoption of the
amendment, to have the nonforfeitable percentage of his Account
computed under the Plan without regard to such amendment.  The
Participant's election may be made within 60 days from the latest
of (i) the date the amendment is adopted; (ii) the date the
amendment becomes effective; or  (iii) the date the Participant
is issued written notice of the amendment by the Employer or the
Administrator.

10.04.  Retroactive Amendments.  An amendment made by the sponsor
in accordance with Section 10.02 may be made effective on a date
prior to the first day of the Plan Year in which it is adopted if
such amendment is necessary or appropriate to enable the Plan and
Trust to satisfy the applicable requirements of the Code or to
conform the Plan to any change in federal law, or to any
regulations or ruling thereunder.  Any retroactive amendment by
the Employer shall be subject to the provisions of Section 10.01.

10.05.  Termination.  The Employer has adopted the Plan with the
intention and expectation that contributions will be continued
indefinitely.  However, said Employer has no obligation or
liability whatsoever to maintain the Plan for any length of time
and may discontinue contributions under the Plan or terminate the
Plan at any time by written notice delivered to the Trustee
without any liability hereunder for any such discontinuance or
termination.

10.06.  Distribution upon Termination of the Plan.  Upon
termination or partial termination of the Plan or complete
discontinuance of contributions thereunder, each Participant
(including a terminated Participant with respect to amounts not
previously forfeited by him) who is affected by such termination
or partial termination or discontinuance will have a fully vested
interest in his Account, and, subject to Section 4.05 and Article
8, the Trustee will distribute to each Participant or other
person entitled to distribution the balance of the Participant's
Account in a single lump sum payment.  In the absence of such
instructions, the Trustee will notify the Administrator of such
situation and the Trustee will be under no duty to make any
distributions under the Plan until it receives written
instructions from the Administrator.  Upon the completion of such
distributions, the Trust will terminate, the Trustee will be
relieved from all liability under the Trust, and no Participant
or other person will have any claims thereunder, except as
required by applicable law.

10.07.  Merger or Consolidation of Plan; Transfer of Plan Assets. 
In case of any merger or consolidation of the Plan with, or
transfer of assets and liabilities of the Plan to, any other
plan, provision must be made so that each Participant would, if
the Plan then terminated, receive a benefit immediately after the
merger, consolidation or transfer which is equal to or greater
than the benefit he would have been entitled to receive
immediately before the merger, consolidation or transfer if the
Plan had then terminated.

Article 11.  Amendment and Continuation of Predecessor Plan:
Transfer of Funds to or from Other Qualified Plans.

11.01.  Amendment and Continuation of Predecessor Plan.  In the
event the Employer has previously established a plan (the
"predecessor plan") which is a defined contribution plan under
the Code and which on the date of adoption of the Plan meets the
applicable requirements of section 401(a) of the Code, the
Employer may, in accordance with the provisions of the
predecessor plan, amend and continue the predecessor plan in the
form of the Plan and become the Employer hereunder, subject to
the following:

(a)   Subject to the provisions of the Plan, each individual who
was a Participant or former Participant in the predecessor plan
immediately prior to the effective date of such amendment and
continuation will become a Participant or former Participant in
the Plan;

(b)   No election may be made under the vesting provisions of the
Adoption Agreement if such election would reduce the benefits of
a Participant under the P].an to less than the benefits to which
he would have been entitled if he voluntarily separated from the
service of the Employer immediately prior to such amendment and
continuation;

(c)   No amendment to the Plan shall decrease a Participant's
accrued benefit or eliminate an optional form of benefit and if
the amendment of the predecessor plan in the form of the Plan
results in a change in the method of crediting service for
vesting purposes between the general method set forth in Section
2530.200b-2 of the Department of Labor Regulations and the
elapsed time method in Section 2.01(a)(33) of the Plan, each
Participant with respect to whom the method of crediting vesting
service is changed shall be treated in the manner set forth by
the provisions of Section 1.410(a)-7(f)(1) of the Treasury
Regulations which are incorporated herein by reference.

(d)   The amounts standing to the credit of a Participant's
Account immediately prior to such amendment and continuation
which represent the amounts properly attributable to (i)
contributions by the Participant and (ii) contributions by the
Employer and forfeitures will constitute the opening balance of
his Account or Accounts under the Plan:

(e)   Amounts being paid to a former Participant or to a
Beneficiary in accordance with the provisions of the predecessor
plan will continue to be paid in accordance with such provisions;

(f)   Any election and waiver of the qualified pre-retirement
annuity in effect after August 23, 1984, under the predecessor
plan immediately before such amendment and continuation will be
deemed a valid election and waiver of Beneficiary under Section
8.04 if such designation satisfies the requirements of Section
8.04(d), unless and until the Participant revokes such election
and waiver under the Plan; and

(g)   Unless the Employer and the Trustee agree otherwise, all
assets of the predecessor trust will be deemed to be assets of
the Trust as of the effective date of such amendment.  Such
assets will be invested by the Trustee as soon as reasonably
practicable pursuant to Article 6.  The Employer agrees to assist
the Trustee in any way requested by the Trustee in order to
facilitate the transfer of assets from the predecessor trust to
the Trust Fund.

11.02.  Transfer of Funds from an Existing Plan.  The Employer
may from time to time direct the Trustee, in accordance with such
rules as the Trustee may establish, to accept cash, allowable
Fund Shares or participant loan promissory notes transferred for
the benefit of Participants from a trust forming part of another
qualified plan under the Code, provided such plan is a defined
contribution plan.  Such transferred assets will become assets of
the Trust as of the date they are received by the Trustee.  Such
transferred assets will be credited to Participants' Account in
accordance with their respective interests immediately upon
receipt by the Trustee.  A Participant's interest under the Plan
in transferred assets which were fully vested and nonforfeitable
under the transferring plan will be fully vested and
nonforfeitable at all times.  Such transferred assets will be
invested by the Trustee in accordance with the provisions of
paragraph (g) of Section 11.01 as if such assets were transferred
from a predecessor plan.  No transfer of assets in accordance
with this Section may cause loss of an accrued or optional form
of benefit protected by Section 411(d)(6) of the Code.

11.03.  Acceptance of Assets by Trustee.  The Trustee will not
accept assets which are not either in a medium proper for
investment under the Plan, as set forth in Section 1.14(b), or in
cash.  Such assets shall be accompanied by written instructions
showing separately the respective contributions by the prior
employer and by the Employee, and identifying the assets
attributable to such contributions.  The Trustee shall establish
such accounts as may be necessary or appropriate to reflect such
contributions under the Plan.  The Trustee shall hold such assets
for investment in accordance with the provisions of Article 6,
and shall in accordance with the written instructions of the
Employer make appropriate credits to the Accounts of the
Participants for whose benefit assets have been transferred.

11.04.  Transfer of Assets from Trust.  The Employer may direct
the Trustee to transfer all or a specified portion of the Trust
assets to any other plan or plans maintained by the Employer or
the employer or employers of a former Participant or
Participants, provided that the Trustee has received evidence
satisfactory to it that such other plan meets all applicable
requirements of the Code.  The assets so transferred shall be
accompanied by written instructions from the Employer naming the
persons for whose benefit such assets have been transferred,
showing separately the respective contributions by the Employer
and by each Participant, if any, and identifying the assets
attributable to the various contributions.  The Trustee shall
have no further liabilities with respect to assets so
transferred.

Article 12.  Miscellaneous.

12.01.  Communication to Participants.  The Plan will be
communicated to all Participants by the Employer promptly after
the Plan is adopted.

12.02.  Limitation of Rights.  Neither the establishment of the
Plan and the Trust, nor any amendment thereof, nor the creation
of any fund or account, nor the payment of any benefits, will be
construed as giving to any Participant or other person any legal
or equitable right against the Employer, Administrator or
Trustee, except as provided herein; and in no event will the
terms of employment or service of any Participant be modified or
in any way affected hereby.  It is a condition of the Plan, and
each Participant expressly agrees by his participation herein,
that each Participant will look solely to the assets held in the
Trust for the payment of any benefit to which he is entitled
under the Plan.

12.03.  Nonalienability of Benefits and Qualified Domestic
Relations Orders.  The benefits provided hereunder will not be
subject to alienation, assignment, garnishment, attachment,
execution or levy of any kind, either voluntarily or
involuntarily, and any attempt to cause such benefits to be so
subjected will not be recognized, except to such extent as may be
required by law.  The preceding sentence shall also apply to the
creation, assignment, or recognition of a right to any benefit
payable with respect to a Participant pursuant to a domestic
relations order, unless such order is determined by the Plan
Administrator to be a qualified domestic relations order, as
defined in Section 414(p) of the Code, or any domestic relations
order entered before January 1, 1985.  The Administrator must
establish reasonable procedures to determine the qualified status
of a domestic relations order.  Upon receiving a domestic
relations order, the Administrator will promptly notify the
Participant and any alternate payee named in the order, in
writing, of the receipt of the order and the Plan's procedures
for determining the qualified status of the order.  Within a
reasonable period of time after receiving the domestic relations
order, the Administrator must determine the qualified status of
the order and must notify the Participant and each alternate
payee, in writing, of its determination.  The Administrator must
provide notice under this paragraph by mailing to the
individual's address specified in the domestic relations order,
or in a manner consistent with the Department of Labor
regulations.

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

     A domestic relations order will not fail to be deemed a
qualified domestic relations order merely because it requires the
distribution or segregation of all or part of a Participant's
Account with respect to an alternate payee prior to the
Participant's earliest retirement age (as defined in Section
414(p) of the Code) under the Plan.  A distribution to an
alternate payee prior to the Participant's attainment of the
earliest retirement age is available only if:  (1) the order
specifies distribution at that time; and (2) if the present value
of the alternate payee's benefits under the Plan exceeds $3,500,
and the order requires, the alternate payee consents to any
distribution occurring prior to the Participant's attainment of
earliest retirement age.

12.04.  Facility of Payment.  In the event the Administrator
determines on the basis of medical reports or other evidence
satisfactory to the Administrator, that the recipient of any
benefit payments under the Plan is incapable of handling his
affairs by reason of minority, illness, infirmity or other
incapacity, the Administrator may direct the Trustee to disburse
such payments to a person or institution designated by a court
which has jurisdiction over such recipient or a person or
institution otherwise having the legal authority under State law
for the care and control of such recipient.  The receipt by such
person or institution of any such payments shall be complete
acquittance therefore, and any such payment to the extent
thereof, shall discharge the liability of the Trust for the
payment of benefits hereunder to such recipient.

12.05.  Information between Employer and Trustee.  The Employer
agrees to furnish the Trustee, and the Trustee agrees to furnish
the Employer with such information relating to the Plan and Trust
as may be required by the other in order to carry out their
respective duties hereunder, including without limitation
information required under the Code and any regulations issued or
forms adopted by the Treasury Department thereunder or under the
provisions of ERISA and any regulations issued or forms adopted
by the Labor Department thereunder.

12.06.  Effect of Failure to Qualify under Code.  Notwithstanding
any other provision contained herein, if the Employer fails to
obtain or retain approval of the Plan by the Internal Revenue
Service as a qualified Plan under the Code, the Employer may no
longer participate in this prototype Plan arrangement and will be
deemed to have an individually designed plan.

12.07.  Notices.  Any notice or other communication in connection
with this Plan shall be deemed delivered in writing if addressed
as provided below and if either actually delivered at said
address or, in the case of a letter, three business days shall
have elapsed after the same shall have been deposited in the
United States mails, first-class postage prepaid and registered
or certified:

(a)   If to the Employer or Administrator, to it at the address
set forth in the Adoption Agreement, to the attention of the
person specified to receive notice in the Adoption Agreement;

(b)   If to the Trustee, to it at the address set forth in the
Adoption Agreement;

or, in each case at such other address as the addressee shall
have specified by written notice delivered in accordance with the
foregoing to the addressor's then effective notice address.

12.08.  Governing Law.  The Plan and the accompanying Adoption
Agreement will be construed, administered and enforced according
to ERISA, and to the extent not preempted thereby, the laws of
the Commonwealth of Massachusetts.

Article 13.  Plan Administration.

13.01.  Powers and responsibilities of the Administrator.  The
Administrator has the full power and the full responsibility to
administer the Plan in all of its details, subject, however, to
the requirements of ERISA.  The Administrator's powers and
responsibilities include, but are not limited to, the following:

(a)   To make and enforce such rules and regulations as it deems
necessary or proper for the efficient administration of the Plan:

(b)   To interpret the Plan, its interpretation thereof in good
faith to be final and conclusive on all persons claiming benefits
under the Plan;

(c)   To decide all questions concerning the Plan and the
eligibility of any person to participate in the Plan;

(d)   To administer the claims and review procedures specified in
Section 13.03;

(e)   To compute the amount of benefits which will be payable to
any Participant, former Participant or Beneficiary in accordance
with the provisions of the Plan;

(f)   To determine the person or persons to whom such benefits
will be paid;

(g)   To authorize the payment of benefits and provide for the
distribution of Code Section 402(f) notices;

(h)   To comply with the reporting and disclosure requirements of
Part 1 of .Subtitle B of Title I of ERISA;

(i)   To appoint such agents, counsel, accountants, and
consultants as may be required to assist in administering the
Plan;

(j)   By written instrument, to allocate and delegate its
fiduciary responsibilities in accordance with Section 405 of
ERISA including the formation of an Administrative Committee to
administer the Plan;

(k)   To provide bonding coverage as required under Section 412
of ERISA.

13.02.  Nondiscriminatory Exercise of Authority.  Whenever, in
the administration of the Plan, any discretionary action by the
Administrator is required, the Administrator shall exercise its
authority in a nondiscriminatory manner so that all persons
similarly situated will receive substantially the same treatment.

13.03.  Claims and Review Procedures.

(a)   Claims Procedure.  If any person believes he is being
denied any rights or benefits under the Plan, such person may
file a claim in writing with the Administrator.  If any such
claim is wholly or partially denied, the Administrator will
notify such person of its decision in writing.  Such notification
will contain (i) specific reasons for the denial, (ii) specific
reference to pertinent Plan provisions, (iii) a description of
any additional material or information necessary for such person
to perfect such claim and an explanation of why such material or
information is necessary, and (iv) information as to the steps to
be taken if the person wishes to submit a request for review. 
Such notification will be given within 90 days after the claim is
received by the Administrator (or within 180 days, if special
circumstances require an extension of time for processing the
claim, and if written notice of such extension and circumstances
is given to such person within the initial 90-day period).  If
such notification is not given within such period, the claim will
be considered denied as of the last day of such period and such
person may request a review of his claim.

(b)   Review Procedure.  Within 60 days after the date on which a
person receives a written notice of a denied claim (or, if
applicable, within 60 days after the date on which such denial is
considered to have occurred), such person (or his duly authorized
representative) may (i) file a written request with the
Administrator for a review of his denied claim and of pertinent
documents and (ii) submit written issues and comments to the
Administrator.  The Administrator will notify such person of its
decision in writing.  Such notification will be written in a
manner calculated to be understood by such person and will
contain specific reasons for the decision as well as specific
references to pertinent Plan provisions.  The decision on review
will be made within 60 days after the request for review is
received by the Administrator (or within 120 days, if special
circumstances require an extension of time for processing the
request, such as an election by the Administrator to hold a
hearing, and if written notice of such extension and
circumstances is given to such person within the initial 60-day
period).  If the decision on review is not made within such
period, the claim will be considered denied.

13.04.  Named Fiduciary.  The Administrator is a "named
fiduciary" for purposes of Section 402(a)(1) of ERISA and has the
powers and responsibilities with respect to the management and
operation of the Plan described herein.

13.05.  Costs of Administration.  Unless some or all are paid by
the Employer, all reasonable costs and expenses (including legal,
accounting, and employee communication fees) incurred by the
Administrator and the Trustee in administering the Plan and Trust
will be paid first from the forfeitures (if any) resulting under
Section 7.07, then from the remaining Trust Fund.  All such costs
and expenses paid from the Trust Fund will, unless allocable to
the Accounts of particular Participants, be charged against the
Accounts of all Participants on a prorata basis or in such other
reasonable manner as may be directed by the Employer.

ARTICLE 14.  Trust Agreement.

14.01.  Acceptance of Trust Responsibilities.  By executing the
Adoption Agreement, the Employer establishes a trust to hold the
assets of the plan.  By executing the Adoption Agreement, the
Trustee agrees to accept the rights, duties and responsibilities
set forth in this Article 14.

14.02.  Establishment of Trust Fund.  A trust is hereby
established under the Plan and the Trustee will open and maintain
a Trust account for the Plan and, as part thereof, Participants'
Accounts for such individuals as the Employer shall from time to
time give written notice to the Trustee are Participants in the
Plan.  The Trustee will accept and hold in the Trust Fund such
contributions on behalf of Participants as it may receive from
time to time from the Employer.  The Trust Fund shall be fully
invested and reinvested in accordance with the applicable
provisions of the Plan in Fund Shares or as otherwise provided in
Section 14.10.

14.03.  Exclusive Benefit.  The Trustee shall hold the assets of
the Trust Fund for the exclusive purpose of providing benefits to
Participants and Beneficiaries and defraying the reasonable
expenses of administering the Plan.  No assets of the Plan shall
revert to the Employer except as specifically permitted by the
terms of the Plan.

14.04.  Powers of Trustee.  The Trustee shall have no discretion
or authority with respect to the investment of the Trust Fund but
shall act solely as a directed trustee of the funds contributed
to it.  In addition to and not in limitation of such powers as
the Trustee has by law or under any other provisions of the Plan,
the Trustee will have the following powers, each of which the
Trustee exercises solely as directed Trustee in accordance with
the written direction of the Employer except to the extent a Plan
asset is subject to Participant direction of investment and
provided that no such power shall be exercised in any manner
inconsistent with the provisions of ERISA:

     (a)   to deal with all or any part of the Trust Fund and to
invest all or a part of the Trust Fund in investments available
under the Plan, without regard to the law of any state regarding
proper investment;

     (b)   to retain uninvested such cash as it may deem
necessary or advisable, without liability for interest thereon,
for the administration of the Trust;

     (c)   to sell, convert, redeem, exchange, or otherwise
dispose of all or any part of the assets constituting the Trust
Fund;

     (d)   to enforce by suit or otherwise, or to waive, its
rights on behalf of the Trust, and to, defend claims asserted
against it or the Trust, provided that the Trustee is indemnified
to its satisfaction against liability and expenses;

     (e)   to employ such agents and counsel as may be reasonably
necessary in collecting, managing, administering, investing,
distributing and protecting the Trust Fund or the assets thereof
and to pay them reasonable compensation;

     (f)   to compromise, adjust and settle any and all claims
against or in favor of it or the Trust;

     (g)   to oppose, or participate in and consent to the
reorganization, merger, consolidation, or readjustment of the
finances of any enterprise, to pay assessments and expenses in
connection therewith, and to deposit securities under deposit
agreements;

     (h)   to apply for or purchase annuity contracts in
accordance with Section 8.02:

     (i)   to hold securities unregistered, or to register them
in its own name or in the name of nominees;

     (j)   to appoint custodians to hold investments within the
jurisdiction of the district courts of the United States and to
deposit securities with stock clearing corporations or
depositories or similar organizations;

     (k)   to make, execute, acknowledge and deliver any and all
instruments that it deems necessary or appropriate to carry out
the powers herein granted; and

     (l)   generally to exercise any of the powers of an owner
with respect to all or any part of the Trust Fund.

     The Employer specifically acknowledges and authorizes that
affiliates of the Trustee may act as its agent in the performance
of ministerial, nonfiduciary duties under the Trust.  The
expenses and compensation of such agent shall be paid by the
Trustee.

     The Trustee shall provide the Employer with reasonable
notice of any claim filed against the Plan or Trust or with
regard to any related matter, or of any claim filed by the
Trustee on behalf of the Plan or Trust or with regard to any
related matter.

14.05.  Accounts.  The Trustee will keep full accounts of all
receipts and disbursements and other transactions hereunder. 
Within 60 days after the close of each Plan Year, within 60 days
after termination of the Trust, and at such other times as may be
appropriate, the Trustee will determine the then net Fair market
value of the Trust Fund as of the close of the Plan Year, as of
the termination of the Trust, or as of such other time, whichever
is applicable, and will render to the Employer and Administrator
an account of its administration of the Trust during the period
since the last such accounting, including all allocations made by
it during such period.

14.06.  Approving of Accounts.  To the extent permitted by law,
the written approval of any account by the Employer or
Administrator will be final and binding, as to all matters and
transactions stated or shown therein, upon the Employer,
Administrator, Participants and all persons who then are or
thereafter become interested in the Trust.  The failure of the
Employer or Administrator to notify the Trustee within six (6)
months after the receipt of any account of its objection to the
account will, to the extent permitted by law, be the equivalent
of written approval.  If the Employer or Administrator files any
objections within such six (6) month period with respect to any
matters or transactions stated or shown in the account, and the
Employer or Administrator and the Trustee cannot amicably settle
the question raised by such objections, the Trustee will have the
right to have such questions settled by judicial proceedings. 
Nothing herein contained will be construed so as to deprive the
Trustee of the right to have judicial settlement of its accounts. 
In any proceeding for a judicial settlement of any account or for
instructions, the only necessary parties will be the Trustee, the
Employer and the Administrator.

14.07.  Distribution from Trust Fund.  The Trustee shall make
such distribution from the Trust Fund as the Employer or
Administrator may in writing direct, as provided by the terms of
the Plan, upon certification by the Employer or Administrator
that the same is for the exclusive benefit of Participants or
their Beneficiaries, or for the payment of expenses of
administering the Plan.

14.08.  Transfer of Amounts from Qualified Plan.  If the Plan
provides that amounts may be transferred to the Plan from another
qualified plan or trust under Section 401(a) of the Code, such
transfer shall be made in accordance with the provisions of the
Plan and with such rules as may be established by the Trustee. 
The Trustee will only accept assets which are in a medium proper
for investment under this Agreement or in cash.  Such amounts
shall be accompanied by written instructions showing separately
the respective contributions by the prior employer and the
transferring Employee, and identifying the assets attributable to
such contributions.  The Trustee shall hold such assets for
investment in accordance with the provisions of this Agreement.

14.09.  Transfer of Assets from Trust.  Subject to the provisions
of the Plan, the Employer may direct the Trustee to transfer all
or a specified portion of the Trust assets to any other plan or
plans maintained by the Employer or the employer or employers of
a former Participant or Participants, provided that the Trustee
has received evidence satisfactory to it that such other plan
meets all applicable requirements of the Code.  The assets so
transferred shall be accompanied by written instructions from the
Employer naming the persons for whose benefit such assets have
been transferred, showing separately the respective contributions
by the Employer and by each Participant, if any, and identifying
the assets attributable to the various contributions.  The
Trustee shall have no further liabilities with respect to assets
so transferred.

14.10.  Separate Trust or Fund for Existing Plan Assets.  With
the consent of the Trustee, the Employer may maintain a trust or
fund (including a group annuity contract) under this prototype
plan document separate from the Trust Fund for Plan assets
purchased prior to the adoption of this prototype plan document
which are not Fidelity Funds listed in Section 1.14(b).  The
Trustee shall have no authority and no responsibility for the
Plan assets held in such separate trust or fund.  The duties and
responsibilities of the trustee of a separate trust shall be
provided by a separate trust agreement, between the Employer and
the trustee.

     Notwithstanding the preceding paragraph, the Trustee or an
affiliate of the Trustee may agree in writing to provide
ministerial recordkeeping services for guaranteed investment
contracts held in the separate trust or fund.  The guaranteed
investment contract(s) shall be valued as directed by the
Employer or the Trustee of the separate trust.

     The trustee of the separate trust (hereafter referred to as
"trustee") will be the owner of any insurance contract purchased
prior to the adoption of this prototype plan document.  The
insurance contract(s) must provide that proceeds will be payable
to the trustee, however the trustee shall be required to pay over
all proceeds of the contract(s) to the Participant's designated
Beneficiary in accordance with the distribution provisions of
this plan.  A Participant's spouse will be the designated
Beneficiary of the proceeds in all circumstances unless a
qualified election has been made in accordance with Article 8. 
Under no circumstances shall the trust retain any part of the
proceeds.  In the event of any conflict between the terms of this
plan and the terms of any insurance contract purchased hereunder,
the plan provisions shall control.

     Any life insurance contracts held in the Trust Fund or in
the separate trust are subject to the following limits:

(a)   Ordinary life - For purposes of these incidental insurance
provisions, ordinary life insurance contracts are contracts with
both nondecreasing death benefits and nonincreasing premiums.  If
such contracts are held, less than 1/2 of the aggregate employer
contributions allocated to any Participant will be used to pay
the premiums attributable to them.

(b)   Term and universal life - No more than 1/4 of the aggregate
employer contributions allocated to any participant will be used
to pay the premiums on term life insurance contracts, universal
life insurance contracts, and all other life insurance contracts
which are not ordinary life.

(c)   Combination - The sum of 1/2 of the ordinary life insurance
premiums and all other life insurance premiums will not exceed
1/4 of the aggregate employer contributions allocated to any
Participant.

14.11.  Voting; Delivery of Information.  The Trustee shall
deliver, or cause to be executed and delivered, to the Employer
or Plan Administrator all notices, prospectuses, financial
statements, proxies and proxy soliciting materials received by
the Trustee relating to securities held by the Trust or, if
applicable, deliver these materials to the appropriate
Participant or the Beneficiary of a deceased Participant.  The
Trustee shall not vote any securities held by the Trust except in
accordance with the written instructions of the Employer,
Participant or the Beneficiary of the Participant, if the
Participant is deceased; provided, however, that the Trustee may,
in the absence of instructions, vote "present" for the sole
purpose of allowing such shares to be counted for establishment
of a quorum at a shareholders' meeting.  The Trustee shall have
no duty to solicit instructions from Participants, the
Beneficiary or the Employer.

14.12.  Compensation and Expenses of Trustee.  The Trustee's fee
for performing its duties hereunder will be such reasonable
amounts as the Trustee may from time to time specify by written
agreement with the Employer.  Such fee, any taxes of any kind
which may be levied or assessed upon or in respect of the Trust
Fund and any and all expenses, including without limitation legal
fees and expenses of administrative and judicial proceedings,
reasonably incurred by the Trustee in connection with its duties
and responsibilities hereunder will, unless some or all have been
paid by said Employer, be paid first from forfeitures resulting
under Section 7.07, then from the remaining Trust Fund and will,
unless allocable to the Accounts of particular Participants, be
charged against the respective Accounts of all Participants, in
such reasonable manner as the Trustee may determine.

14.13.  Reliance by Trustee on Other Persons.  The Trustee may
rely upon and act upon any writing from any person authorized by
the Employer or Administrator to give instructions concerning the
Plan and may conclusively rely upon and be protected in acting
upon any written order from the Employer or Administrator or upon
any other notice, request, consent, certificate, or other
instructions or paper reasonably believed by it to have been
executed by a duly authorized person, so long as it acts in good
faith in taking or omitting to take any such action.  The Trustee
need not inquire as to the basis in fact of any statement in
writing received from the Employer or Administrator.

     The Trustee will be entitled to rely on the latest
certificate it has received from the Employer or Administrator as
to any person or persons authorized to act for the Employer or
Administrator hereunder and to sign on behalf of the Employer or
Administrator any directions or instructions, until it receives
from the Employer or Administrator written notice that such
authority has been revoked.

     Notwithstanding any provision contained herein, the Trustee
will be under no duty to take any action with respect to any
Participant's Account (other than as specified herein) unless and
until the Employer or Administrator furnishes the Trustee with
written instructions on a form acceptable to the Trustee, and the
Trustee agrees thereto in writing.  The Trustee will not be
liable for any action taken pursuant to the Employer's or
Administrator's written instructions (nor for the collection of
contributions under the Plan, nor the purpose or propriety of any
distribution made thereunder).

14.14.  Indemnification by Employer.  The Employer shall
indemnify and save harmless the Trustee from and against any and
all liability to which the Trustee may be subjected by reason of
any act or conduct (except willful misconduct or negligence) in
its capacity as Trustee, including all expenses reasonably
incurred in its defense.

14.15.  Consultation by Trustee with Counsel.  The Trustee may
consult with legal counsel (who may be but need not be counsel
for the Employer or the Administrator) concerning any question
which may arise with respect to its rights and duties under the
Plan and Trust, and the opinion of such counsel will, to the
extent permitted by law, be full and complete protection in
respect of any action taken or omitted by the Trustee hereunder
in good faith and in accordance with the opinion of such counsel.

14.16.  Persons Dealing with the Trustee.  No person dealing with
the Trustee will be bound to see to the application of any money
or property paid or delivered to the Trustee or to inquire into
the validity or propriety of any transactions.

14.17.  Resignation or Removal of Trustee.  The Trustee may
resign at any time by written notice to the Employer, which
resignation shall be effective 60 days after delivery to the
Employer.  The Trustee may be removed by the Employer by written
notice to the Trustee, which removal shall be effective 60 days
after delivery to the Trustee.

     Upon resignation or removal of the Trustee, the Employer may
appoint a successor trustee.  Any such successor trustee will,
upon written acceptance of his appointment, become vested with
the estate, rights, powers, discretion, duties and obligations of
the Trustee hereunder as if he had been originally named as
Trustee in this Agreement.

     Upon resignation or removal of the Trustee, the Employer
will no longer participate in this prototype plan and will be
deemed to have adopted an individually designed plan.  In such
event, the Employer shall appoint a successor trustee within said
60-day period and the Trustee will transfer the assets of the
Trust to the successor trustee upon receipt of sufficient
evidence (such as a determination letter or opinion letter from
the Internal Revenue Service or an opinion of counsel
satisfactory to the Trustee) that such trust will be a qualified
trust under the Code.

     The appointment of a successor trustee shall be accomplished
by delivery to the Trustee of written notice that the Employer
has appointed such successor trustee, and written acceptance of
such appointment by the successor trustee.  The Trustee may, upon
transfer and delivery of the Trust Fund to a successor trustee,
reserve such reasonable amount as it shall deem necessary to
provide for its fees, compensation, costs and expenses, or for
the payment of any other liabilities chargeable against the Trust
Fund for which it may be liable.  The Trustee shall not be liable
for the acts or omissions of any successor trustee.

14.18.  Fiscal Year of the Trust.  The fiscal year of the Trust
will coincide with the Plan Year.

14.19.  Discharge of Duties by Fiduciaries.  The Trustee and the
Employer and any other fiduciary shall discharge their duties
under the Plan and this Trust Agreement solely in the interests
of Participants and their Beneficiaries in accordance with the
requirements of ERISA.

14.20.  Amendment.  In accordance with provisions of the Plan,
and subject to the limitations set forth therein, this Trust
Agreement may be amended by an instrument in writing signed by
the Employer and the Trustee.  No amendment to this Trust
Agreement shall divert any part of the Trust Fund to any purpose
other than as provided in Section 2 hereof.

14.21.  Plan Termination.  Upon termination or partial
termination of the Plan or complete discontinuance of
contributions thereunder, the Trustee will make distributions to
the Participants or other persons entitled to distributions as
the Employer or Administrator directs in accordance with the
provisions of the Plan.  In the absence of such instructions and
unless the Plan otherwise provides, the Trustee will notify the
Employer or Administrator of such situation and the Trustee will
be under no duty to make any distributions under the Plan until
it receives written instructions from the Employer or
Administrator.  Upon the completion of such distributions, the
Trust will terminate, the Trustee will be relieved from all
liability under the Trust, and no Participant or other person
will have any claims thereunder, except as required by applicable
law.

14.22.  Permitted Reversion of Funds to Employer.  If it is
determined by the Internal Revenue Service that the Plan does not
initially qualify under Section 401 of the Code, all assets then
held under the Plan will be returned by the Trustee, as directed
by the Administrator, to the Employer, but only if the
application for determination is made by the time prescribed by
law for filing the Employer's return for the taxable year in
which the Plan was adopted or such later date as may be
prescribed by regulations.  Such distribution will be made within
one year after the date the initial qualification is denied. 
Upon such distribution the Plan will be considered to be
rescinded and to be of no force or effect.

     Contributions under Plan are conditioned upon their
deductibility under Section 404 of the Code.  In the event the
deduction of a contribution made by the Employer is disallowed
under Section 404 of the Code, such contribution (to the extent
disallowed) must be returned to the Employer within one year of
the disallowance of the deduction.

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

14.23.  Governing Law.  This Trust Agreement will be construed,
administered and enforced according to ERISA and, to the extent
not preempted thereby, the laws of the Commonwealth of
Massachusetts. 

Basic Info X:

Name: THE PROFIT SHARING/401(k) PLAN
Type: 401(k) Plan
Date: Aug. 29, 1996
Company: RICHARDSON ELECTRONICS LTD/DE
State: Delaware

Other info:

Date:

  • June 1 , 1996
  • January 1 , 1990
  • 55th birthday
  • March 15
  • April 15
  • December 31 , 1989
  • March 31 , 1988
  • March 31 , 1984
  • December 31 , 1985
  • December 31 , 1991
  • May 5 , 1986
  • December 31 , 1986
  • May 6 , 1986
  • January 1 , 1987
  • the earlier of five years after
  • January 1 , 1993
  • December 31 , 1988
  • January 1 , 1988
  • December 31 , 1979
  • first day of April
  • January 1 , 1989
  • April 1 , 1990
  • August 23 , 1984
  • January 1 , 1985

Organization:

  • Information Between Employer
  • Individual 's Earned Income
  • Secretary of Labor
  • Fidelity Group Trust for Employee Benefit Plans
  • ii Hours of Service
  • Eligibility Computation Periods
  • Fidelity Management and Research Company
  • Fidelity Management Trust Company
  • Employee 's Employment Commencement Date
  • Employee 's Years of Service
  • Year of Service
  • Participation Following Reemployment
  • Resumption of Participation Following
  • Deferral Contributions and Matching Contributions
  • Matching Contributions and Employee Contributions
  • Contribution Percentage of Employees
  • Secretary of Treasury
  • ACP of Non-highly Compensated Employees
  • Participant 's Contribution Percentage Amounts
  • Excess Contributions or Excess Aggregate Contributions
  • Employee Contributions and Matching Contributions
  • Participant 's Compensation
  • Time of Making Employer Contributions
  • Rollover of Eligible Rollover Distributions
  • Treatment of Rollover Amount
  • Individual Medical Accounts
  • Maximum Permissible Amount
  • In-Service Distribution Rules
  • Termination of Service
  • b Retirement Annuity
  • c Annuity Death Benefit
  • Requirements of Elections
  • e Former Spouse
  • Distributions After Death of Participant
  • Participant 's Annuity Starting Date
  • Method of Distribution
  • Time of Distribution
  • Required Aggregation Group or Permissive Aggregation Group
  • e Required Aggregation Group
  • Key Employee 's Compensation
  • Any Discretionary Employer Contributions
  • Hour of Service
  • Department of Labor Regulations
  • Employer and Trustee
  • Nondiscriminatory Exercise of Authority
  • Delivery of Information
  • Expenses of Trustee
  • Trustee on Other Persons
  • Removal of Trustee
  • Internal Revenue Service

Location:

  • United States
  • Massachusetts

Money:

  • $ 75,000
  • $ 30,000
  • $ 1,000
  • $ 50,000
  • $ 150,000
  • $ 200,000
  • $ 3,500

Person:

  • VIII

Time:

  • 2 l2 months after the last day

Percent:

  • 20 percent
  • 10 percent
  • 15 %
  • 1 percent
  • 200 %
  • 10 percent
  • 5.7 %
  • one percent 1 %
  • ten percent
  • 10 %
  • 140 percent
  • 125 percent
  • 35 percent
  • 100 percent
  • 100 %
  • one hundred percent
  • 50 percent
  • 60 percent
  • 3 percent
  • 3 %
  • 7 12 percent
  • 90 percent