Employees Savings & Retirement Plan (401(k)) - Barr Laboratories Inc.


                    BARR LABORATORIES, INC.


          EMPLOYEES SAVINGS & RETIREMENT PLAN (401(k))

        (Restated and Amended Effective January 1, 1989)

































ARTICLE I                                                      1
    DEFINITIONS                                                1
        1.1  "Act"                                             1
        1.2  "Administrator"                                   1
        1.3  "Aggregate Account"                               1
        1.4  "Beneficiary"                                     1
        1.5  "Code"                                            1
        1.6  "Compensation"                                    1
        1.7  "Elective Contribution                            1
        1.8  "Eligible Employee"                               2
        1.9  "Employee"                                        2
        1.10 "Employer"                                        2
        1.11 "Excessive Aggregate Contributions"               2
        1.12 "Excessive Elective Allocations"                  2
        1.13 "Excessive Contributions"                         2
        1.14 "Fiduciary"                                       2
        1.15 "Forfeiture"                                      2
        1.16 "Former Participant"                              2
        1.17 "Highly Compensated Employee"                     2
        1.18 "Hour of Service"                                 3
        1.19 "Key Employee"                                    4
        1.20 "Non-Elective Contribution                        4
        1.21 "Non-Key Employee"                                4
        1.22 "Normal Retirement Date"                          4
        1.23 "Break in Service"                                4
        1.24 "Participant"                                     4
        1.25 "Participant's Employer Contribution Account"     4
        1.26 "Participant's Elective Contribution Account"     4
        1.27 "Plan"                                            5
        1.28 "Plan Year"                                       5
        1.29 "Regulation"                                      5
        1.30 "Pre-Retirement Survivor Annuity"                 5
        1.31 "Retired Participant"                             5
        1.32 "Retirement Date"                                 5
        1.33 "Severance from Service Date"                     5
        1.34 "Suspense Account"                                5
        1.35 "Terminated Participant"                          5
        1.36 "Top Heavy Plan Year"                             5
        1.37 "Total and Permanent Disability"                  5
        1.38 "Trustee"                                         5
        1.39 "Trust Fund"                                      6
        1.40 "Valuation Date"                                  6
        1.41 "Voluntary Contribution Account"                  6
        1.42 "Voluntary Contributions"                         6
        1.43 "Years of Service"                                6


ARTICLE II                                                     7
    ADMINISTRATION                                             7
        2.1  Powers and Responsibilities of the Employer       7
        2.2  Assignment and Designation of
               Administrative Authority                        7
        2.3  Allocation and Delegation of Responsibilities     7
        2.4  Powers, Duties and Responsibilities               8
        2.5  Records and Reports                               9
        2.6  Appointment of Advisors                           9
        2.7  Information From Employer                         9
        2.8  Payment of Expenses                               9
        2.9  Majority Actions                                 10
        2.10 Claims Procedure                                 10
        2.11 Claims Review Procedure                          10

ARTICLE III                                                   11
    ELIGIBILITY                                               11
        3.1  Conditions of Eligibility                        11
        3.2  Authorization for Elective Contributions & Voluntary
               Contributions                                  11
        3.3  Determination of Eligibility                     11
        3.4  Termination of Eligibility                       11
        3.5  Omission of Eligible Employee                    11
        3.6  Inclusion of Ineligible Employee                 12

ARTICLE IV                                                    13
    CONTRIBUTION AND ALLOCATION                               13
        4.1  Formula for Determining Employer's
               Non-Elective Contributions                     13
        4.2  Participant's Elective Contributions             13
        4.3  Amount of Employer's Contribution                14
        4.3.1Special Provisions for Union Employees           14
        4.4  Time of Payment of Non-Elective Contribution     14
        4.5  Time of Payment of Elective Contribution         14
        4.6  Allocation of Contribution, Earnings 
             and Forfeitures                                  14
        4.7  Limitation on Deferred Compensation Elections    16
        4.8  Correction of Excessive Allocations              17
        4.9  Correction of Excessive Elective Contributions   17
        4.10 Recharacterization of Excessive Contributions    18
        4.11 Limitation on Employer Matching Contribution
               and Voluntary Contributions                    19
        4.12 Correction of Excess Aggregate Contributions     20
        4.13 Special Rule for Family Members                  21
        4.14 Maximum Annual Additions                         22
        4.15 Adjustment for Excessive Annual Additions        24
        4.16 Transfers from Qualified Plans                   24
        4.17 Voluntary Contributions                          25

ARTICLE V                                                     26
    ACCOUNTING & VALUATIONS                                   26
        5.1  Accounting                                       26
        5.2  Valuations                                       26

ARTICLE VI                                                    27
    DETERMINATION AND DISTRIBUTION OF BENEFITS                27
        6.1  Determination of Benefits Upon Retirement        27
        6.2  Determination of Benefits Upon Death             27
        6.3  Determination of Benefits in Event of Disability 28
        6.4  Determination of Benefits Upon Termination       28
        6.5  Distribution of Benefits                         30
        6.6  Distribution of Benefits Upon Death              33
        6.7  Time of Segregation or Distribution              35
        6.8  Distribution for Minor Beneficiary               36
        6.9  Location of Participant or Beneficiary Unknown   36
        6.10 Advance Distribution for Hardship                36
        6.11 Advance Distributions for Loans to Participants  38
        6.12 Limitations on Benefits and Distributions        39
        6.13 Direct Transfer                                  39

ARTICLE VII                                                   41
    TOP HEAVY RULES                                           41
        7.1  Top Heavy Plan Requirements                      41
        7.2  Determination of Top Heavy Status                41
        7.3  Minimum Allocations                              44

ARTICLE VIII                                                  46
    TRUSTEE                                                   46

ARTICLE IX                                                    48
    AMENDMENT, TERMINATION AND MERGERS                        48
        9.1  Amendment                                        48
        9.2  Termination                                      48
        9.3  Merger or Consolidation                          48

ARTICLE X                                                     50
    MISCELLANEOUS                                             50
       10.1  Participant's Rights                             50
       10.2  Alienation                                       50
       10.3  Construction of Plan                             51
       10.4  Gender and Number                                51
       10.5  Legal Action                                     51
       10.6  Prohibition Against Diversion of Funds           51
       10.7  Bonding                                          52
       10.8  Receipt and Release For Payments                 52
       10.9  Action By The Employer                           52
       10.10 Named Fiduciaries and Allocation
             of Responsibility                                52
       10.11 Uniformity                                       53
       10.12 Headings                                         53

ARTICLE XI                                                    54
    PARTICIPATING EMPLOYERS                                   54
       11.1  Adoption By Other Employers                      54
       11.2  Requirements of Participating Employers          54
       11.3  Designation of Agent                             55
       11.4  Employee Transfers                               55
       11.5  Participating Employers Contributions            55
       11.6  Amendment                                        55
       11.7  Discontinuance of Participation                  55
       11.8  Administrator's Authority                        56
       11.9  Participating Employer Contribution for Affiliate56

                    Barr Laboratories, Inc.
          Employees Savings & Retirement Plan (401(k))


THIS  AGREEMENT  is by and between BARR LABORATORIES,  INC.  (the
"Employer")  and  THE  TRUSTEES OF THE BARR  LABORATORIES,  INC.,
Profit-Sharing Plan and Trust.

The parties hereto agree as follows:

WHEREAS,  the  Board of Directors of the Employer authorized  the
adoption  of the Barr Laboratories, Inc. Profit-Sharing Plan  and
Trust  (the "Plan") having an original effective date of July  1,
1983; and

WHEREAS, the Board of Directors of the Employer wishes to restate
and  amend the terms of the Plan to conform with the requirements
of  the  Tax Reform Act of 1986 and other subsequent legislation;
and

WHEREAS,  the  Board  of Directors of the Employer  restated  and
amended the Plan effective April 1, 1985, and the parties  hereto
agreed  that  the Plan would be renamed as the Barr Laboratories,
Inc. Employees Savings & Retirement Plan; and

NOW,  THEREFORE,  effective January 1, 1989, the  parties  hereto
agree to the terms of the Plan as follows:
                           ARTICLE I

                          DEFINITIONS


1.1 "Act"  means the Employee Retirement Income Security  Act  of
    1974, as it may be amended from time to time.

1.2 "Administrator"  means  the person or persons  designated  by
    the  Employer or its Board of Directors pursuant  to  Section
    2.2 to administer the Plan on behalf of the Employer.  If  no
    such  person  is  designated,  the  Employer  shall  be   the
    Administrator.

1.3 "Aggregate  Account" means, with respect to each Participant,
    the  value  of  all  accounts  maintained  on  behalf  of   a
    Participant,  whether  attributable to Employer  or  Employee
    contributions.

1.4 "Beneficiary"  means  the person  to  whom  the  share  of  a
    deceased  Participant's total account is payable, subject  to
    the restrictions of Section 6.2 and 6.6.

1.5 "Code"  means the Internal Revenue Code of 1986,  as  amended
    or replaced from time to time.

1.6 "Compensation"  with  respect to any  Participant  means  the
    total  compensation paid by the Employer including base  pay,
    overtime  pay, bonuses and commissions.  Amounts  contributed
    by  the  Employer  under the Plan and any  taxable  and  non-
    taxable  fringe  benefits, director's  fees,  annual  service
    awards and expense reimbursements shall not be considered  as
    compensation.   That  portion of an  Employee's  Compensation
    that  is deferred pursuant to Section 4.2 shall be considered
    as Compensation for all Plan purposes.

    The  annual amount of Compensation taken into account  for  a
    Participant shall not exceed $200,000 (as adjusted for  cost-
    of-living  increases  (pursuant to Code  Section  401(a)(17))
    for  Plan  Years  beginning  prior  to  July  1st,  1994  and
    $150,000  (as adjusted for cost of living increases  pursuant
    to  Code Section 401(a)(17) for Plan Years beginning  on  and
    after  July  1st,  1994.  In determining  Compensation  of  a
    Participant  for purposes of this limitation,  the  rules  of
    Code  Section  414(q)(6) shall apply except in applying  such
    rules,  the  term "family" shall include only the  spouse  of
    the   Participant   and  any  lineal   descendants   of   the
    Participant who have not attained age 19 before  the  end  of
    the  Plan Year.  If, as a result of the application  of  such
    rules,  the  adjusted  Compensation limitation  is  exceeded,
    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.  The  determination  of  a
    Participant's  Compensation will be in  accordance  with  the
    records maintained by the Employer and shall be conclusive.

1.7 "Elective Contribution" means contributions to the Plan  that
    are  made  pursuant  to the Participant's  deferral  election
    provided in Section 4.2.

1.8 "Eligible Employee" means any Employee who has satisfied  the
    provisions  of  Section 3.1 other than leased  employees  who
    are included in the definition of Employee in Section 1.9.

1.9 "Employee" means any person who is employed by the  Employer,
    but  excludes  any person who is employed as  an  independent
    contractor.    The   term  Employee  shall   include   leased
    employees  as  that  term is defined in Code  Section  414(n)
    except  leased  employees shall not be deemed  employees  for
    any  purpose if leased employees are (i) covered  by  a  plan
    described  in Code Section 414(n); and (ii) leased  employees
    do  not  constitute more than 20% of the Employer's nonhighly
    compensated workforce.

1.10"Employer"   means   Barr   Laboratories,   Inc.,   and   any
    Participating  Employer (as defined in  Section  11.1)  which
    shall  adopt  this Plan; any successor which  shall  maintain
    this  Plan;  and  any predecessor which has  maintained  this
    Plan.  For purposes of the controlled group rules under  Code
    Section  414  and all Code Sections referred to therein,  the
    term  "Employer" shall refer to any corporation,  partnership
    or  other entity which is related to Barr Laboratories,  Inc.
    within  the  meaning of Code Sections 414(b), (c),  (m),  (n)
    and (o).

1.11"Excessive   Aggregate  Contributions"   means   the   amount
    described under Code Section 401(m)(6)(B).

1.12"Excessive  Allocations" means salary reduction elections  of
    a  Participant in excess of the limitation under Code Section
    402(g).

1.13"Excessive   Elective   Contributions"   means   the   amount
    described under Code Section 401(k)(8).

1.14"Fiduciary"   means   any  person  who  (a)   exercises   any
    discretionary  authority or discretionary control  respecting
    management of the Plan or exercises any authority or  control
    respecting  management or disposition of assets, (b)  renders
    investment advice for a fee or other compensation, direct  or
    indirect,  with  respect to any monies or other  property  of
    the Plan or has any authority or responsibility to do so,  or
    (c)   has   any   discretionary  authority  or  discretionary
    responsibility  in the administration of the Plan,  including
    but  not  limited  to,  the Trustee,  the  Employer  and  the
    Administrator.

1.15"Forfeiture"  means  that portion of a Participant's  Account
    that  is  not vested and occurs with respect to a Participant
    who  has terminated employment at the end of a One-Year Break
    in Service.

1.16"Former   Participant"  means  a  person  who  has   been   a
    Participant, but who has ceased to be a Participant  for  any
    reason.

1.17"Highly  Compensated Employee" means an Employee who  at  any
    time  during  the  Plan Year or preceding  Plan  year  is  an
    employee described in Code Section 414(q)(1); including  both
    Highly  Compensated  active Employees and Highly  Compensated
    former  Employees.   A  Highly  Compensated  active  Employee
    includes  any Employee who performs services for the Employer
    during  the determination year and who, during the  look-back
    year  (a)  received  Compensation in excess  of  $75,000  (as
    adjusted  pursuant  to  Code  Section  415(d);  (b)  received
    Compensation  from  the  Employer in excess  of  $50,000  (as
    adjusted pursuant to Code Section 415(d) and was a member  of
    the  top-paid group for such year; or (c) was an  officer  of
    the  Employer and received Compensation during such year that
    is  greater  than  150  percent of the  defined  contribution
    dollar   limitation.   The  term  Highly  Compensated  active
    Employee  also  includes: (a) an Employee  who  is  both  (i)
    described   in   the   preceding   sentence   if   the   term
    "determination  year" is substituted for the term  "look-back
    year"  and (ii) is one of the 100 Employees who received  the
    most  Compensation  from the Employer  during  the  look-back
    year  or  determination year.  If no officer has Compensation
    in   excess  of  150  percent  of  the  defined  contribution
    limitation,  during either a determination year  or  a  look-
    back  year, the highest paid officer for each such year shall
    be   treated   as   a  Highly  Compensated   Employee.    The
    determination  of  who  is  a  Highly  Compensated  Employee,
    including  the  determination 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  Code
    Section  414(q)  and  in accordance with Treasury  Regulation
    Section 1.414(q)-IT.

1.18"Hour  of  Service" means (1) each hour for which an Employee
    is   directly  or  indirectly  compensated  or  entitled   to
    Compensation  by the Employer for the performance  of  duties
    during  the applicable computation period; (2) each hour  for
    which  an  Employee is directly or indirectly compensated  or
    entitled  to  Compensation by the Employer  (irrespective  of
    whether  the  employment  relationship  has  terminated)  for
    reasons  other than performance of duties (such as  vacation,
    holidays, sickness, jury duty, disability, lay-off,  military
    duty  or  leave of absence) during the applicable computation
    period;  (3)  each  hour for which back  pay  is  awarded  or
    agreed  to  by  the Employer without regard to mitigation  of
    damages.

    Notwithstanding the above, no more than 501 Hours of  Service
    are  required to be credited to an Employee on account of any
    single  continuous period during which the Employee  performs
    no  duties  (whether or not such period occurs  in  a  single
    computation  period); (ii) an hour for which an  Employee  is
    directly  or  indirectly  paid, or entitled  to  payment,  on
    account  of a period during which no duties are performed  is
    not  required to be credited to the Employee if such  payment
    is  made  or  due  under  a plan maintained  solely  for  the
    purpose  of  complying with applicable worker's compensation,
    or  unemployment  compensation or disability insurance  laws;
    and  (iii)  Hours of Service are not required to be  credited
    for  a  payment  which  solely  reimburses  an  Employee  for
    medical  or  medically  related  expenses  incurred  by   the
    Employee.

    For  purposes of this Section, a payment shall be  deemed  to
    be  made  by  or due from the Employer regardless of  whether
    such  payment  is made by or due from the Employer  directly,
    or  indirectly  through,  among  others,  a  trust  fund,  or
    insurer,  to  which the Employer contributes or pays  premium
    and  regardless of whether contributions made or due  to  the
    trust  fund, insurer or other entity are for the  benefit  of
    particular  Employees  or  are on  behalf  of  the  group  of
    Employees in the aggregate.

    An  Hour  of Service must be counted for the purpose  of
    determining  a Year of Service, a Break in  Service  and
    employment    commencement   date    (or    reemployment
    commencement  date).  The provisions  of  Department  of
    Labor    Regulations   2530.200b-2(b)   and   (c)    are
    incorporated herein by reference.

1.19"Key  Employee" means those Employees defined in Code Section
    416(i) and the Regulations thereunder.

1.20"Non-Elective    Contribution"    means    the     Employer's
    contributions to the Plan provided for in Section 4.1(a)  and
    (b).

1.21"Non-Key  Employee"  means any Employee  or  former  Employee
    (and his Beneficiaries) who is not a Key Employee.

1.22"Normal  Retirement  Date"  means the  date  the  Participant
    attains age 65.

1.23"Break  in  Service"  means  a  12-consecutive  month  period
    beginning on a Severance From Service date and ending on  the
    anniversary  of  such date during which an Employee  has  not
    completed  an  Hour of Service.  Solely for  the  purpose  of
    determining  whether a Participant has incurred  a  Break  in
    Service,   Hours   of   Service  shall  be   recognized   for
    "authorized  leaves of absence" and "maternity and  paternity
    leaves of absence".

    "An  authorized leave of absence" means an unpaid,  temporary
    cessation  from active employment with the Employer  pursuant
    to   an   established   nondiscriminatory   policy,   whether
    occasioned by illness, military service or any other reason.

    A  "maternity or paternity leave of absence" shall mean,  for
    Plan  Years  beginning after December 31,  1984,  an  absence
    from  work  for  any  period  by  reason  of  the  Employee's
    pregnancy,  birth  of the Employee's child,  placement  of  a
    child  with  the Employee in connection with the adoption  of
    such  child,  or any absence for the purpose  of  caring  for
    such  child for a period immediately following such birth  or
    placement.   For purposes of determining whether a  Break  in
    Service  has  occurred,  the first year  of  a  maternity  or
    paternity  absence shall be deemed to be a  Year  of  Service
    and  the  second  year  of a maternity or  paternity  absence
    shall be considered neither a Year of Service nor a Break  in
    Service.

1.24"Participant" shall mean any Eligible Employee who  satisfies
    the  provision of Section 3.1 and who has not for any  reason
    become ineligible to participate further in the Plan.

1.25"Participant's Employer Contribution Account" shall mean  the
    account  established and maintained by the Administrator  for
    each  Participant with respect to his total interest  in  the
    Plan  and  Trust  resulting from the Employer's  Non-Elective
    Contributions, and includes the Participant's balance in  his
    Employee's Account under the prior provisions of the Plan.

1.26"Participant's Elective Contribution Account" shall mean  the
    account  established and maintained by the Administrator  for
    each  Participant with respect to his total interest  in  the
    Plan and Trust resulting from Elective Contributions.

1.27"Plan"  shall  mean  this instrument Barr Laboratories,  Inc.
    Employees  Savings & Retirement Plan (401(k))  including  all
    amendments thereto.

1.28"Plan  Year" means the Plan's accounting year of twelve  (12)
    months  commencing on July 1st of each year  and  ending  the
    following June 30th.

1.29"Regulation" means the income Tax Regulations as  promulgated
    by  the  Secretary  of the Treasury or his delegate,  and  as
    amended from time to time.

1.30"Pre-Retirement  Survivor Annuity" means an annuity  for  the
    life  of  the  Participant's spouse the payments under  which
    must  be  equal  to  the  amount  of  benefit  which  can  be
    purchased with the accounts of a Participant used to  provide
    the death benefit under the Plan.

1.31"Retired  Participant"  means  a  person  who  has   been   a
    Participant  but  who  has  become  entitled  to   retirement
    benefits under the Plan.

1.32"Retirement  Date" means the date as of which  a  Participant
    retires on a Normal Retirement Date.

1.33   "Severance from Service Date" means the earlier of:

       (i)   the  date  on which an Employee quits,  retires,  is
       discharged or dies; or
       (ii)  the  first  anniversary of  the  date  in  which  an
       Employee is absent from service for any other reason.

1.34"Suspense  Account"  means the total forfeitable  portion  of
    all Former Participant's Accounts which has not yet become  a
    Forfeiture during any Plan Year.

1.35"Terminated  Participant" means  a  person  who  has  been  a
    Participant,  but whose employment has been terminated  other
    than by death, Total and Permanent Disability or retirement.

1.36"Top  Heavy Plan Year" means that, for a particular Plan Year
    commencing after December 31, 1983, the Plan is a  Top  Heavy
    Plan.

1.37"Total  and Permanent Disability" means a physical or  mental
    condition  of  a  Participant resulting from  bodily  injury,
    disease  or  mental disorder which renders him  incapable  of
    continuing  his  usual  and  customary  employment  with  the
    Employer.    The  disability  of  a  Participant   shall   be
    determined   by   a   licensed  physician   chosen   by   the
    Administrator.  The determination shall be applied  uniformly
    to all Participants.

1.38"Trustee" means the person or entity named as trustee  herein
    or  in  any  separate trust forming a part of this Plan,  and
    any successors.

1.39"Trust  Fund" means the assets of the Plan and Trust  as  the
    same shall exist from time to time.

1.40"Valuation  Date" means the last day of each  calendar  month
    and such other date at the discretion of the Administrator.

1.41"Voluntary   Contribution   Account"   means   the    account
    established  and  maintained by the  Administrator  for  each
    Participant  with respect to his total interest in  the  Plan
    resulting  from  the  Participant's  Voluntary  Contributions
    made  pursuant to Section 4.17 of the Plan, and includes  the
    Participant's  balance in his Employee's  Account  under  the
    prior provisions of the Plan.

1.42"Voluntary   Contributions"  mean  the   Participant's   non-
    deductible  voluntary contributions made pursuant to  Section
    4.17 of the Plan.

1.43"Years  of  Service" means the aggregate number of years  and
    months  of  service beginning on the date the Employee  first
    performs  an  Hour of Service and ending on the Participant's
    Severance from Service Date.

    Years  of  Service  with any corporation, trade  or  business
    which  is  a member of a controlled group of corporations  or
    under  common control [as defined by Code Section 414(b)  and
    Section  414(c)]  or  is  a member of an  affiliated  service
    group  [as  defined by Code Section 414(m)], or is an  entity
    required  to  be  aggregated with the  Employer  pursuant  to
    regulations under Code Section 414(o) shall be recognized.

    In  determining Years of Service, Years of Service  prior  to
    the  vesting computation period in which an Employee attained
    his eighteenth birthday shall be excluded.
                           ARTICLE II

                         ADMINISTRATION



2.1 Powers and Responsibilities of the Employer

         (a)The  Employer  or  its Board of  Directors  shall  be
         empowered  to  appoint and remove the  Trustee  and  the
         Administrator  from time to time as it  deems  necessary
         for  the  proper  administration of the Plan  to  assure
         that  the  Plan  is  being operated  for  the  exclusive
         benefit  of the Participants and their Beneficiaries  in
         accordance with the terms of the Plan, the Code and  the
         Act.

         (b)The   Employer   shall   periodically   review    the
         performance  of  any Fiduciary or other person  to  whom
         duties have been delegated or allocated by it under  the
         provisions  of  this  Plan  or  pursuant  to  procedures
         established   hereunder.   This   requirement   may   be
         satisfied  by formal periodic review by the Employer  or
         by  a  qualified person specifically designated  by  the
         Employer, through day-to-day conduct and evaluation,  or
         through other appropriate ways.

         (c)The  Employer  may  to the extent  permitted  by  law
         agree  in  writing to indemnify all persons to whom  the
         Employer  has  delegated fiduciary  duties,  except  any
         consultant  or  other  person or organization  hired  to
         render  services  in connection with the  administration
         of  the Plan, against any and all claims, loss, damages,
         expense    and    liability    arising    from     their
         responsibilities  in connection with  the  Plan,  unless
         the  same  is  determined to  be  due  to  a  breach  of
         fiduciary obligation.

2.2 Assignment and Designation of Administrative Authority

    The  Employer shall appoint one or more Administrators.   Any
    person, including, but not limited to, the Employees  of  the
    Employer,  shall  be eligible to serve as  an  Administrator.
    Any  person  so  appointed shall signify  his  acceptance  by
    filing   written   acceptance   with   the   Employer.     An
    Administrator   may   resign  by   delivering   his   written
    resignation to the Employer or be removed by the Employer  by
    delivery  of written notice of removal, to take effect  at  a
    date   specified   therein,   or   upon   delivery   to   the
    Administrator if no date is specified.

    The   Employer,  upon  the  resignation  or  removal  of   an
    Administrator,  shall  promptly  designate   in   writing   a
    successor  to  this  position.   If  the  Employer  does  not
    appoint an Administrator, the Employer will function  as  the
    Administrator.

2.3 Allocation and Delegation of Responsibilities

    If  more  than one person is appointed as Administrator,  the
    responsibilities of each Administrator may  be  specified  by
    the  Employer  and accepted in writing by each Administrator.
    In  the  event  that  no  such  delegation  is  made  by  the
    Employer,    the    Administrators    may    allocate     the
    responsibilities  among  themselves,  in  which   event   the
    Administrators shall notify the Employer and the  Trustee  in
    writing  of  such action and specify the responsibilities  of
    each Administrator.  The Trustee thereafter shall accept  and
    rely   upon   any  documents  executed  by  the   appropriate
    Administrator  until  such  time  as  the  Employer  or   the
    Administrators file with the Trustee a written revocation  of
    such designation.

2.4 Powers, Duties and Responsibilities

    The  primary  responsibility  of  the  Administrator  is   to
    administer  the  Plan  for  the  exclusive  benefit  of   the
    Participants   and  their  Beneficiaries,  subject   to   the
    specific   terms  of  the  Plan.   The  Administrator   shall
    administer  the Plan in accordance with its terms  and  shall
    have  the  power  to  determine  all  questions  arising   in
    connection   with  the  administration,  interpretation   and
    application  of  the  Plan.  Any such  determination  by  the
    Administrator  shall  be  conclusive  and  binding  upon  all
    persons.    The   Administrator  may  establish   procedures,
    correct  any defect, supply any information or reconcile  any
    inconsistency in such manner and to such extent as  shall  be
    deemed  necessary or advisable to carry out  the  purpose  of
    this   Agreement;   provided  however,  that  any  procedure,
    discretionary  act, interpretation or construction  shall  be
    done   in  a  nondiscriminatory  manner  based  upon  uniform
    principles consistently applied and shall be consistent  with
    the  intent  that  the Plan shall continue  to  be  deemed  a
    qualified  plan  under the terms of Code Section  401(a)  and
    shall  comply  with the terms of the Act and all  regulations
    issued  pursuant thereto.  The Administrator shall  have  all
    powers  necessary  or  appropriate to accomplish  his  duties
    under this Plan.

    The  Administrator shall be charged with the  duties  of  the
    general  administrator of the Plan including, but not limited
    to the following:

         (a)to   determine   all  questions   relating   to   the
         eligibility  of  Employees to participate  or  remain  a
         Participant hereunder;

         (b)to  compute,  certify  and direct  the  Trustee  with
         respect to the amount and the kind of benefits to  which
         any Participant shall be entitled hereunder;

         (c)to  authorize and direct the Trustee with respect  to
         all     non-discretionary    or    otherwise    directed
         disbursements from the Trust;

         (d)to   maintain   all   necessary   records   for   the
         administration of the Plan;

         (e)to  interpret the provisions of the Plan and to  make
         and  publish  such rules for regulation of the  Plan  as
         are consistent with the terms hereof;

         (f)to  determine  the  size and type  of  any  insurance
         contract  which may be purchased from an insurer  or  to
         designate  the  insurer from which a contract  shall  be
         purchased;

         (g)to  compute and certify to the Employer  and  to  the
         Trustee  from  time to time the sums of money  necessary
         or desirable to be contributed to the Trust Fund;

         (h)to  prepare and distribute to Employees  a  procedure
         for  notifying Participants and Beneficiaries  of  their
         rights  to elect joint and survivor annuities  and  Pre-
         Retirement Survivor Annuities as may be required by  the
         Act and Regulations thereunder;

         (i)to  prepare  and  implement  a  procedure  to  notify
         Eligible  Employees  that  they  may  elect  to  have  a
         portion  of their Compensation deferred or paid to  them
         in cash; and

         (j)to  assist  any  Participant  regarding  his  rights,
         benefits or elections available under the Plan.

2.5 Records and Reports

    The  Administrator shall keep a record of all  actions  taken
    and  shall keep all other books of account, records and other
    data  that may be necessary for proper administration of  the
    Plan  and  shall be responsible for supplying all information
    and  reports  to the Internal Revenue Service, Department  of
    Labor, Participants, Beneficiaries and others as required  by
    law  including,  without  limitation,  records  to  establish
    satisfaction of the requirements of Code Section  401(k)  and
    Code Section 401(m).

2.6 Appointment of Advisors

    The  Administrator, or the Trustee with the  consent  of  the
    Administrator,  may  appoint counsel,  specialists,  advisors
    and  other persons as the Administrator or the Trustee  deems
    necessary  or desirable in connection with the administration
    of this Plan.

2.7 Information From Employer

    To  enable  the  Administrator to perform his functions,  the
    Employer  shall  supply full and timely  information  to  the
    Administrator on all matters relating to the Compensation  of
    all  Participants,  their Hours of Service,  their  Years  of
    Service,  their retirement, death, disability, or termination
    of   employment,  and  such  other  pertinent  facts  as  the
    Administrator  may  require;  and  the  Administrator   shall
    advise  the Trustee of such of the foregoing facts as may  be
    pertinent  to  the  Trustees  duties  under  the  Plan.   The
    Administrator may rely upon such information as  is  supplied
    by  the Employer and shall have no duty or responsibility  to
    verify such information.

2.8 Payment of Expenses

    All  expenses of administration may be paid out of the  Trust
    Fund  unless  paid  by  the Employer.   Such  expenses  shall
    include  any  expenses  incident to the  functioning  of  the
    Administrator,  including  but  not  limited  to   fees   for
    accountants, counsel and other specialists and their  agents,
    and  other costs of administering the Plan.  Until paid,  the
    expenses  shall  constitute a liability of  the  Trust  Fund.
    However,  the  Employer  may  reimburse  the  Trust  for  any
    administration expense incurred.

2.9 Majority Actions

    Except  where there has been an allocation and delegation  of
    administrative authority pursuant to Section  2.3,  if  there
    shall  be  more than one Administrator, they shall act  by  a
    majority  of their number, but may authorize one or  more  of
    them to sign all papers on their behalf.

2.10Claims Procedure

    Claims  for  benefits under the Plan may be  filed  with  the
    Administrator on forms supplied by the Employer.

    Written  notice  of  the disposition  of  a  claim  shall  be
    furnished   to  the  claimant  within  90  days   after   the
    application  thereof is filed.  In the  event  the  claim  is
    denied, the reasons for the denial shall be specifically  set
    forth  in  the notice in language calculated to be understood
    by  the  claimant, pertinent provisions of the Plan shall  be
    cited,  and, where appropriate, an explanation as to how  the
    claimant  can  perfect  the  claim  will  be  provided.    In
    addition,   the   claimant  shall  be   furnished   with   an
    explanation of the Plan's claims review procedure.

2.11Claims Review Procedure

    The  Administrator shall establish a claims review  procedure
    in accordance with Section 503 of the Act.
                          ARTICLE III

                          ELIGIBILITY



3.1 Conditions of Eligibility

    An  Eligible  Employee who has completed an Hour  of  Service
    and  attained age 18 shall be a Participant hereunder  as  of
    the  first day of the month next following the date on  which
    the Eligible Employee completes such requirements.

    Once  an  Eligible Employee becomes a Participant,  he  shall
    file  with the Employer in writing, his and his beneficiary's
    post office address and each change of any such address.

3.2 Authorization   for  Elective  Contributions  and   Voluntary
    Contributions

    In  order  to  make  Elective Contributions and/or  Voluntary
    Contributions, each Participant must make application to  the
    Employer  and  agree to the terms regarding the  contribution
    of  an  Elective or Voluntary Contribution on forms  provided
    by the Employer.

3.3 Determination of Eligibility

    The  Administrator  shall determine the eligibility  of  each
    Eligible  Employee for participation in the Plan  based  upon
    information  furnished by the Employer.   Such  determination
    shall be conclusive and binding upon all persons, as long  as
    the  same  is made in accordance with the Plan and  the  Act.
    Such  determination  shall be subject to review  pursuant  to
    Sections 2.10 and 2.11.

3.4 Termination of Eligibility

    In  the event a Participant shall go from a classification of
    an  Eligible Employee to a non-eligible Employee, such Former
    Participant  shall  continue to earn  Years  of  Service  for
    service  completed while a noneligible Employee,  until  such
    time  as  his  Aggregate  Accounts  shall  be  Forfeited   or
    distributed   pursuant   to   the   terms   of   the    Plan.
    Additionally,  his  interest in the Plan  shall  continue  to
    share in the earnings of the Trust Fund.

3.5 Omission of Eligible Employee

    If, in any Plan Year, any Employee who should be included  as
    a   Participant  in  the  Plan  is  erroneously  omitted  and
    discovery   of  such  omission  is  not  made   until   after
    contribution by his Employer for the year has been made,  the
    Employer  shall make a subsequent contribution  with  respect
    to  the  omitted  Employee  in  the  amount  which  the  said
    Employer would have contributed with respect to him  and  had
    he not been omitted.
3.6 Inclusion of Ineligible Employee

    If,  in  any Plan Year, any person who should not  have  been
    included   as  a  Participant  in  the  Plan  is  erroneously
    included  and  discovery of such incorrect inclusion  is  not
    made  until after a contribution for the year has been  made,
    the   Employer   shall  not  be  entitled  to   recover   the
    contribution  made  with  respect to  the  ineligible  person
    regardless  of  whether or not a deduction is allowable  with
    respect  to  such  contribution.  In such event,  the  amount
    contributed with respect to the ineligible person, if it  has
    not   been   previously  distributed,  shall   constitute   a
    Forfeiture for the Plan Year in which the discovery is made.
                           ARTICLE IV

                  CONTRIBUTION AND ALLOCATION



4.1 Formula     For     Determining    Employer's    Non-Elective
    Contributions

    For  each  Plan  Year, the Employer shall contribute  to  the
    Plan:

         (a)A   matching  contribution  equal  to  100%  of   the
         Elective  Contributions and Voluntary  Contributions  of
         all  Participants  eligible  to  share  in  allocations,
         provided    however,   in   determining   the   matching
         contribution  specified  above, Voluntary  Contributions
         shall  be  considered only up to 1% of  a  Participant's
         Compensation.

         (b)A  discretionary amount determined each year  by  the
         Employer pursuant to Section 4.3.

         (c)All  contributions by the Employer shall be  made  in
         cash or in property as is acceptable to the Trustee.

4.2 Participant's Elective Contributions

         (a)Each   Participant  may  elect  to  defer   a   whole
         percentage of his Compensation of not more than 9%.

         (b)The    balance   in   each   Participant's   Elective
         Contribution Account shall be fully Vested at all  times
         and shall not be subject to Forfeiture for any reason.

         (c)A  Participant  may  not make  withdrawals  from  his
         Participant's  Elective Contribution  Account  prior  to
         his  attaining age 59-1/2, except in the event of  Total
         and  Permanent  Disability, retirement,  termination  of
         employment or a grant of a hardship withdrawal.

         (d)The  Employer and the Administrator shall  adopt  any
         procedure   necessary   to   implement   the    Elective
         Contribution  election  provided for  herein,  including
         procedures for amending and terminating such elections.

         (e)In  any  case, where any of the foregoing  provisions
         of   this  Section  4.2  are  not  in  conformity   with
         regulations of the Department of the Treasury  that  are
         from   time   to  time  promulgated,  the  nonconforming
         provision   may  be  amended  retroactively  to   assure
         conformity.

4.3 Amount of Employer's Contribution

    The  Employer  shall determine the amount of any contribution
    to  be  made  to  the Plan.  The Employer's determination  of
    such  contribution shall be binding on all Participants,  the
    Employer  and the Trustee.  The Trustee shall have  no  right
    or  duty  to  inquire  into  the  amount  of  the  Employer's
    contribution or the method used in determining the amount  of
    the  Employer's  contribution, but shall be accountable  only
    for funds actually received by the Trustee.

4.3.1    Special Provisions for Collective Bargained Employees

    Notwithstanding any other provision of this Article  IV,  the
    following  provisions shall apply to Participants represented
    by  Local 8-149, Oil, Chemical and Atomic Workers Internation
    Union (hereinafter called "Union Participants").

         (a)A  Union  Participant must contribute  2%  of  annual
         straight  time  wages  (limited  if  applicable  to  the
         Compensation  limitations of Section 1.6) either  as  an
         Elective Contribution or Voluntary Contribution (or  any
         combination of whole percentages thereof equalling  2%).
         A  Union Participant may elect to contribute up  to  15%
         of  annual  straight time wages either  as  an  Elective
         Contribution   or   Voluntary   Contribution   (or   any
         combination  of  whole percentages  thereof  equaling  a
         Union   Employees   election)  up  to   the   limitation
         described in Code Section 402(q).

         (b)The    Employer   shall   contribute    a    matching
         contribution  equal to 100% of the first  2%  of  annual
         straight  time wages a Union Participant contributes  to
         the Plan.

4.4 Time Of Payment Of Non-Elective Contribution

    The  Employer  shall  pay  to the  Trustee  its  Non-Elective
    Contribution to the Plan for each Plan Year within  the  time
    prescribed  by  law, including extensions of  time,  for  the
    filing of the Employer's federal income tax return.

4.5 Time Of Payment Of Elective Contribution

    The   Employer   shall  pay  to  the  Trustee  its   Elective
    Contribution  to the Plan for each Plan Year not  later  then
    90  days (or within the time prescribed by regulations issued
    by  the Secretary of the Treasury) from the date such amounts
    are  received by the Employer from the Participant; provided,
    however,  Elective Contributions accumulated through  payroll
    deductions  shall  be  paid to the  Trustee  with  reasonable
    promptness, and in any event will be paid by the end  of  the
    succeeding month following such payroll deductions.

4.6 Allocation Of Contributions, Earnings and Forfeitures

         (a)The  Administrator shall establish  and  maintain  an
         account in the name of each Participant and which  shall
         include a separate account of amounts contributed  under
         Sections  4.1,  4.2  and  4.17  and  gains  and   losses
         attributable   to  each  such  contribution   shall   be
         accounted  for  on  a reasonable and  consistent  basis.
         The  establishment and maintenance of any account  shall
         not  require  the physical separation of the  assets  of
         the  Plan into individual accounts and may be individual
         accounts only on the books of the Employer.

         (b)The  Employee  shall provide the  Administrator  with
         all information required by the Administrator to make  a
         proper  allocation  of the Employer's  contribution  for
         each  Plan  Year.   Within 45 days  after  the  date  of
         receipt  by  the Administrator of such information,  the
         Administrator   shall  allocate  such  contribution   as
         follows:

             1)With respect  to the Employer's Non-Elective Contribution
             pursuant  to  Section 4.1(b), to each  Participant's
             Account  in  the  same  proportion  that  each  such
             Participant's  Compensation for the  year  bears  to
             the  total  Compensation of  all  Participant's  for
             such year eligible to receive an allocation.

             A Participant  who  performs less than  1,000  Hours
             of Service during a Plan Year shall not share in the
             Employer's  Non-Elective  Contribution  pursuant  to
             Section   4.1(b)  for  that  year,  unless  required
             pursuant  to Section 7.3(c).  In the event Hours  of
             Service    cannot   be   determined   from   records
             maintained  by the Employer for reasons  other  than
             the  absence  of  the  Employee from  employment,  a
             Participant  shall  be deemed to have  completed  45
             Hours   of   Service  in  a  one-week   period.    A
             Participant  eligible to receive  an  allocation  of
             the  Section 4.1(b) Non-Elective Contributions shall
             be  the  Participants in the active  employ  of  the
             Employer   on  the  last  day  of  the  Plan   Year.
             Notwithstanding  the foregoing,  a  Participant  who
             retired,  died  or became Totally Disabled  and  who
             subsequently  is not in the employ of  the  Employer
             on  the  last  day  of the Plan Year  in  which  the
             Participant   Retired,  died   or   became   Totally
             Disabled shall be deemed to be actively employed  on
             the  last  day  of  such  Plan  year  provided  such
             Participant  had completed at least 1,000  Hours  of
             Service in the Plan Year.

             2)With respect to the Employer's Non-Elective Contribution
             pursuant  to  Section 4.1(a), to each  Participant's
             Account  in  the  same  proportion  that  each  such
             Participant's  Elective Contributions and  Voluntary
             Contributions  for  the  Year  bears  to  the  total
             Elective  Contributions and Voluntary  Contributions
             of  all  Participants for such year.  In making  the
             matching   allocation  provided   above,   Voluntary
             Contributions shall be considered only up to  1%  of
             a Participant's Compensation.

             3)With respect to Elective Contributions made pursuant
             to the  Section  4.2,  to  each Participant's Elective
             Account   in   an   amount  equal   to   each   such
             Participant's Elective Contributions  for  the  Plan
             Year.

         (c)As  of  each Valuation Date, any earnings  or  losses
         (net  appreciation  or net depreciation)  of  the  Trust
         Fund  shall  be  allocated in the same  proportion  that
         each  Participant's  and  Former Participant's  accounts
         bear  to  the  total  of  all Participants'  and  former
         Participants' accounts as of such date.

         (d)For  each  Valuation date prior to January  1,  1994,
         any  amounts  which became Forfeitures  since  the  last
         Valuation   Date  shall  first  be  made  available   to
         reinstate  previously  forfeited  account  balances   of
         Former  Participants, if any, in accordance with Section
         6.4(d).   The  remaining Forfeitures, if any,  shall  be
         allocated among the participants' Accounts in  the  same
         proportion  that  each  such Participant's  Compensation
         for  the  years bears to the total Compensation  of  all
         Participants  for the year.  Provided however,  that  in
         the  event the allocation of Forfeitures provided herein
         shall  cause  the  "annual  addition"  (as  defined   in
         Section  4.14)  to any participant's Account  to  exceed
         the  amount allowable by the Code, the excess  shall  be
         reallocated  in  accordance with Section  4.15.   Except
         however, a Participant who performs less than a Year  of
         Service  during  any Plan Year shall not  share  in  the
         Plan   Forfeitures  for  that  year,   unless   required
         pursuant to Section 7.3.  For each Valuation Date  after
         January  1,  1994, forfeitures shall first  be  used  to
         reinstate  any previously forfeited account balances  of
         Former  Participants, if any, in accordance with Section
         6.4(d)  and any remaining forfeitures shall be  used  to
         reduce   Employer   contributions  in   any   subsequent
         valuation period.

         (e)If a Former Participant is reemployed after five  (5)
         consecutive  1-Year  Breaks in  Service,  then  separate
         accounts shall be maintained as follows:

             1)one account for nonforfeitable benefits attributable
             to pre-break service; and

             2)one account representing  his  status in the Plan
             attributable to post-break service.

4.7 Limitation On Deferred Compensation Elections

    Notwithstanding the foregoing provisions of this Article  IV,
    for  each Plan Year the Administrator shall limit the  amount
    of  Elective Contributions made by Participants with  respect
    to  each  Participant who is a "Highly Compensated  Employee"
    to  the  extent  necessary  to  insure  that  either  of  the
    following tests is satisfied:

         (a)the  "Actual Deferral Percentage" for  the  group  of
         eligible  Highly Compensated Employees is not more  than
         the  Actual  Deferral Percentage of all other  Employees
         multiplied by 1.25; or

         (b)the  excess of the Actual Deferral Percentage ("ADP")
         for  the  group of eligible Highly Compensated Employees
         over  that of all other Employees is not more  than  two
         percentage  points,  and the Actual Deferral  Percentage
         for  the  group of eligible Highly Compensated Employees
         is  not more than the Actual Deferral Percentage of  all
         other Employees multiplied by 2.

              "Actual   Deferral  Percentage"  for  a  group   of
         Employees  for a Plan Year shall be the average  of  the
         ratios (calculated separately for each Employee) of  (i)
         the  amount  credited  to each Employee's  Participant's
         Elective Contribution Account for the Plan year to  (ii)
         the Employee's Compensation for the Plan Year.

4.8 Correction of Excessive Allocations

         (a)With respect to a Participant's taxable year, if  the
         amount   of   contributions   made   pursuant   to   the
         Participant's  Elective Contributions  election  exceeds
         $7,000  (as  adjusted by the Secretary of the Treasury),
         the  Participant  may  notify the Administrator  by  the
         March 1st following the end of such taxable year of  the
         amount of such Excessive Allocations.  A Participant  is
         deemed  to  notify  the Administrator of  any  Excessive
         Allocations  that  arise  by taking  into  account  only
         those  Excessive Allocations made to this Plan  and  any
         other plans maintained by the Employer.  Not later  than
         the  April 15th following the end of such taxable  year,
         the  Trustee  shall distribute such excess  amount  (and
         the income attributable thereto) to the Participant.

         (b)The  Excessive  Allocations  to  be  distributed  are
         adjusted  for  any  income or loss up  to  the  date  of
         distribution.    The   income  or  loss   allocable   to
         Excessive Allocations is the sum of:

             1)income  or loss  allocable   to   the   Employee's
             Participant's Elective Account for the taxable  year
             multiplied by a fraction, the numerator of which  is
             such  Participant's Elective Account without  regard
             to  any income or loss occurring during such taxable
             year; plus

             2)ten percent (10%) of the amount determined under (1)
             multiplied  by  the number of whole calendar  months
             between  the  end of the Participant's taxable  year
             and the date of distribution, counting the month  of
             distribution if distribution occurs after  the  15th
             of such month.

         (c)Excess  Allocations are treated as  annual  additions
         under  the  Plan unless such amounts are distributed  no
         later  than the first April 15th following the close  of
         Participant's taxable year.

4.9 Correction Of Excessive Elective Contributions

         (a)With respect to a Plan Year, if neither of the  tests
         described under Section 4.8 is satisfied, the amount  of
         the  Excessive  Elective Contributions (and  any  income
         attributable   to   such   contributions)    shall    be
         distributed  to the affected Participants prior  to  the
         end of the following Plan Year.

         (b)The   Administrator  shall  undertake  to  distribute
         Excessive  Elective Contributions to  Plan  Participants
         within  2-1/2  months after close of the  Plan  Year  in
         which  the  Excessive  Elective Contributions  occurred.
         In  the event that Excessive Elective Contributions  are
         not  distributed to affected Participants  within  2-1/2
         months  after the close of such Plan Year,  the  Company
         shall  be  subject  to a ten (10%)  percent  excise  tax
         under Code Section 4979.

         (c)The  Excessive  Contributions to be  distributed  are
         adjusted  for  income  and losses  up  to  the  date  of
         distribution.    The   income  or  loss   allocable   to
         Excessive Contributions equals the sum of:

             1)income or loss  allocable   to   the   Employee's
             Participant's  Elective Account for  the  Plan  Year
             multiplied by a fraction, the numerator of which  is
             the  Participant's Excessive Contributions  for  the
             Plan  Year  and the denominator is the Participant's
             Elective  Account on the last day of the  Plan  Year
             without  regard  to  any income  or  loss  occurring
             during the Plan Year; plus

             2)10% of the amount determined under (1) multiplied  by
             the  number  of months between the end of  the  Plan
             Year  and  the  date of distribution,  counting  the
             month  of distribution if distribution occurs  after
             the 15th of the month.

         (d)Excessive  Elective Contributions (including  amounts
         recharacterized  under  Section  4.10)  are  treated  as
         annual additions under Code Section 415.

         (e)The  Actual  Deferral  Percentage  for  any  eligible
         Participant  who  is a Highly Compensated  Employee  for
         the  Plan Year and who is eligible to have contributions
         pursuant  to a Deferred Compensation election under  two
         or  more  plans  described in  Code  Section  401(a)  or
         arrangements described in Code Section 401(k)  that  are
         maintained  by  the Employer is determined  as  if  such
         contributions  were made under a single  plan.   If  the
         plans  have  different  plan  years,  all  plans  ending
         within  the same calendar year are treated as  a  single
         plan.   Notwithstanding  the  foregoing,  certain  plans
         shall    be   treated   as   separate   if   mandatorily
         desegregated pursuant to regulations under Code  Section
         401(k).

         (f)If  this  Plan  satisfied the  requirements  of  Code
         Sections  401(a)(4), 401(k) or 410(b) only if aggregated
         with  one  or more other plans, or if one or more  other
         plans  satisfy  the requirements of those Code  Sections
         only  if  aggregated with this Plan, then  this  Section
         4.10(f)  is  applied by determining the Actual  Deferral
         Percentages  of  eligible Participants  as  if  all  the
         plans  were  a single plan.  Plans may be aggregated  in
         order  to satisfy Code Section 401(k) only if such plans
         have the same plan year.

4.10Recharacterization Of Excessive Contributions

    A  Participant may treat his Excessive Elective  Contribution
    as   an  amount  distributed  to  the  Participant  and  then
    contributed  by the Participant to the Plan.  Recharacterized
    amounts  will remain nonforfeitable and subject to  the  same
    distribution requirements as contributions made  pursuant  to
    an  Elective  Contribution  election.   Amounts  may  not  be
    recharacterized  by  a  Highly Compensated  Employee  to  the
    extent  that such amount in combination with other  Voluntary
    Contributions made by that Employee would exceed  any  stated
    limit under the Plan on Voluntary Contributions.

    Recharacterization must occur no later than two and  one-half
    months  after  the last day of the Plan Year  in  which  such
    Excessive  Elective  Contributions arose  and  is  deemed  to
    occur  no  earlier than the date the last Highly  Compensated
    Employee    is   informed   in   writing   of   the    amount
    recharacterized     and     the     consequences     thereof.
    Recharacterized  amounts will be taxable to  the  Participant
    for  the  Participant's  tax year in  which  the  Participant
    would have received such amounts in cash.

4.11Limitation  On Employer Matching Contributions And  Voluntary
    Contributions

         (a)Notwithstanding  the  foregoing  provisions  of  this
         Article  IV, for each Plan Year the Administrator  shall
         limit  the amount of contributions made by the  Employer
         pursuant   to  Section  4.1(a)  and  (b)  and  Voluntary
         Contributions with respect to each Participant who is  a
         Highly  Compensated Employee to the extent necessary  to
         insure that either of the following tests is satisfied:

             1)the"Average Contribution Percentage" (ACP) for the
             group  of  eligible Highly Compensated Employees  is
             not more than the Actual Contribution Percentage  of
             all other Employees for the Plan Year multiplied  by
             1.25; or

             2)the excess of the Average Contribution Percentage for
             the  group  of eligible Highly Compensated Employees
             over  that  of other Employees is not  more  than  2
             percentage   points  and  the  Average  Contribution
             Percentage  for  the group of eligible  Participants
             who  are  Highly Compensated Employees is  not  more
             than  the  Average  Contribution Percentage  of  all
             other  Participants  who are non-Highly  Compensated
             Employees multiplied by 2.

             "Average Contribution Percentage" for  a  group   of
             Employees  for a Plan Year shall be the  average  of
             the   ratios   (calculated   separately   for   each
             Employee)  of (i) the sum of Employer's contribution
             under   Section   4.1(a)  and  (b)   and   Voluntary
             Contributions made under the Plan on behalf  of  the
             Participant   for  the  Plan  Year   to   (ii)   the
             Participant's Compensation for the Plan Year.

             Such  Average Contribution Percentage shall  include
         forfeitures  of  Excessive  Aggregate  Contributions  or
         Employer's Non-Elective Contributions allocated  to  the
         Participant's  account which shall be taken  account  in
         the year in which such forfeiture is allocated.

         (b)Multiple Use:  If the sum of the ADP and ACP  of  the
         Highly  Compensated  Employees who  participate  in  the
         Plan  exceeds  the "Aggregate Limit", then  the  ACP  of
         such  Highly   Compensated Employees  shall  be  reduced
         (beginning  with such Highly Compensated Employee  whose
         ACP  in  the highest) so that the limit is not exceeded.
         The  amount  by which each Highly Compensated Employee's
         Average  Contribution Percentage  is  reduced  shall  be
         treated  as  an  Excessive Aggregate Contribution.   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.

             "Aggregate  Limit" shall mean 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 for the Plan  Year  and
         (ii)  the lesser of 200% or two plus the lesser of  such
         ADP  or  ACP.  "Lesser" is substituted for "greater"  in
         (i)  above  and  "greater" is substituted  for  "lesser"
         after  "two  plus the" in (ii) if it would result  in  a
         larger Aggregate Limit.

         (c)The  Administrator  may treat  some  of  all  of  the
         contributions   made  pursuant  to   the   Participant's
         Elective  Contribution  election  as  Employer  Elective
         Contributions  to the extent the ADP  test  can  be  met
         before the exclusion of such Elective Contributions  and
         continues  to  be  met  after  the  exclusion  of   such
         Elective Contributions.

         (d)The   Contribution  Percentage   for   any   eligible
         Participant  who  is a Highly Compensated  Employee  for
         the  Plan  Year and who is eligible to receive  Employer
         Non-Elective  Contributions  under  two  or  more  plans
         described   in   Code  Section  401(a)  or  arrangements
         described in Code Section 401(k) that are maintained  by
         the  Employer  is  determined as if  all  Employer  Non-
         Elective  Contributions  (and  Voluntary  Contributions)
         were  made  under  a  single plan.  If  the  plans  have
         different plan years, all plans ending within  the  same
         calendar   year   are   treated  as   a   single   plan.
         Notwithstanding the foregoing, certain  plans  shall  be
         treated   as   separate  if  mandatorily   disaggregated
         pursuant to regulations under Code Section 401(m).

         (e)If  this  Plan  satisfies the  requirements  of  Code
         Sections  401(a)(4), 401(m) or 410(b) only if aggregated
         with  one  or more other plans, or if one or more  other
         plans  satisfy  the requirements of those Code  Sections
         only  if  aggregated with this Plan, then  this  Section
         4.11(f)  is  applied  by  determining  the  contribution
         percentage of eligible participants as if all the  plans
         were   a   single  plan.  In  calculating   contribution
         percentages under this Section 4.11(f), Participant  and
         nonelective  contributions  to  the  other   plans   are
         considered.

         (f)The  Administrator may treat one or more plans  as  a
         single  plan with the Plan whether or not the aggregated
         plans   satisfy  Code  Sections  401(a)(4)  and  410(b).
         However,  those plans must then be treated as  one  plan
         under  Code Section 401(a)(4), 401(m) and 410(b).  Plans
         may  be  aggregated under this Section 4.11(g)  only  if
         they have the same plan year.

         (g)The  determination and treatment of the  contribution
         percentage  of any participant must satisfy  such  other
         requirements  as  the  Secretary  of  the  Treasury  may
         prescribe.

4.12Correction Of Excess Aggregate Contributions

         (a)Excessive   Aggregate   Contributions   and    income
         allocable  to  those  contributions  are  forfeited,  if
         otherwise  forfeitable  under  this  Plan,  or  if   not
         forfeitable, distributed no later than the last  day  of
         each  Plan  Year,  to  Participants whom  Employer  Non-
         Elective  Contributions were allocated for the preceding
         Plan  Year.   The  Administrator  anticipates  that  the
         Excessive  Aggregate Contributions will  be  distributed
         to  affected Participants within 2-1/2 months after  the
         close  of the Plan Year in which the Excessive Aggregate
         Contributions occurred.

         (b)If  the  Excessive  Aggregate Contributions  are  not
         distributed  to affected Participants with 2-1/2  months
         after  the close of the Plan Year, the Employer will  be
         subject to a 10% excise tax under Code Section 4979.

         (c)The   Excessive   Aggregate   Contributions   to   be
         distributed  are adjusted for income and  losses  up  to
         the  date of distribution.  The income or loss allocable
         to Excessive Aggregate Contributions equals the sum of:

            1)income  or  loss  allocable   to   the   Employer's
             contributions  under  Section 4.1(b)  and  Voluntary
             Contributions  for  the Plan Year  multiplied  by  a
             fraction,   the   numerator   of   which   is    the
             Participant's  Excessive Aggregate Contributions  on
             the  last  day of the Plan Year with regard  to  any
             income or loss occurring during the Plan Year; plus

                                                            2)10%
             of  the amount determined under (1) above multiplied
             by  the number of months between the end of the Plan
             Year  and  the  date of distribution,  counting  the
             month  of distribution if distribution occurs  after
             the 15th of the month.

         (d)Amounts  forfeited  by Highly  Compensated  Employees
         under  this Section 4.12(d) shall be allocated  pursuant
         to Section 4.6.

         (e)Excess Aggregate Contributions are treated as  annual
         additions under Code Section 415.

4.13Special Rule For Family Members

    To  determine the ADP and ACP of an eligible Participant  who
    is  a  5-percent  owner or more of the ten most  highly  paid
    Highly   Compensated   Employees,   contributions   to    the
    Participant's  Elective  Account  and  Employer  Non-Elective
    Contributions  and  Compensation of the  Participant  include
    contributions  to  the  participant's Elective  Contributions
    Account,  Employer Non-Elective Contributions  and  Voluntary
    Contributions and Compensation of family members [as  defined
    in  Code  Section 414(q)(6)].  Family members are disregarded
    in  determining the ADP and ACP of eligible Participants  who
    are  non-Highly Compensated Employees.  Family  members  with
    respect  to  such  Highly  Compensated  Employees  shall   be
    disregarded as separate employees in determining the ADP  and
    ACP  both  for  Participants who are  non-Highly  Compensated
    Employees   and  Participants  who  are  Highly   Compensated
    Employees.

4.14Maximum Annual Additions

         (a)Notwithstanding  the foregoing, the  maximum  "annual
         additions" credited to a Participant's Accounts for  any
         limitation year shall equal the lesser of:  (1)  $30,000
         or  (2)  twenty-five  (25%) of  the  Participant's  "415
         Compensation for such Limitation Year".

         (b)For  purposes  of  applying the  limitation  of  Code
         Section  415, "annual additions" means the sum  credited
         to  a  Participant's accounts for any "limitation  year"
         of    (1)    Employer   contributions,   (2)    Employee
         contributions,  (3) Forfeitures, (4) amounts  allocated,
         after  March 31, 1984 to an individual medical  account,
         as defined in Code Section 415(1)(1) which is part of  a
         defined benefit plan maintained by the Employer and  (5)
         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   [as   defined   in   Code   Section
         419A(d)(3)] allocated to the separate account of  a  Key
         Employee  under  a welfare benefit plan [as  defined  in
         Code Section 419(e)] maintained by the Employer.

         (c)For   purposes  applying  the  limitations  of   Code
         Section  415, the following are not "annual  additions":
         (1)  transfer  of  funds  from  one  qualified  plan  to
         another; (2) rollover contributions [as defined in  Code
         Sections    402(a)(5),    403(a)(4),    408(d)(3)    and
         409(b)(3)(C)];  (3)  repayments  of  loans  made  to   a
         Participant   from   the   Plan;   (4)   repayments   of
         distributions received by an Employee pursuant  to  Code
         411(a)(7)(B)    (cash-outs);    (5)    repayments     of
         distributions received by an Employee pursuant  to  Code
         Section  411(a)(3)(D)  (mandatory  contributions);   (6)
         Employee contributions to a simplified employee  pension
         allowed  as  a deduction under Code Section 219(a);  and
         (7)  deductible  Employee contributions to  a  qualified
         plan.

         (d)For  purposes  of  applying the limitations  of  Code
         Section 415, "415 compensation" shall mean wages  within
         the  meaning  of Code Section 3401(a) (for  purposes  of
         income  tax  withholding at the source)  but  determined
         without   regard   to  rules  that  limit   remuneration
         included  in  wages based on the nature or  location  of
         the employment or the services performed.

         (e)For  purposes  of  applying the limitations  of  Code
         Section  415, the "limitation year" shall  be  the  Plan
         Year.

         (f)The  limitation  stated  in  paragraph  (a)(1)  above
         shall  be adjusted annually as provided in Code  Section
         415(d)  pursuant  to the regulations prescribed  by  the
         Secretary  of the Treasury.  The adjusted limitation  is
         effective  as of January 1st of each calendar  year  and
         is  applicable  to  "limitation years"  ending  with  or
         within that calendar year.

         (g)For  the  purpose  of  this  Section,  all  qualified
         defined  benefit plans (whether terminated or not)  ever
         maintained  by  the  Employer shall be  treated  as  one
         defined
             benefit plan, and all qualified defined contribution
         plans  (whether  terminated or not) ever  maintained  by
         the   Employer   shall  be  treated   as   one   defined
         contribution Plan.

         (h)For  the purpose of this Section, if the Employer  is
         a  member of a controlled group of corporations,  trades
         or  businesses under common control [as defined by  Code
         Section  1563(a)  or Code Sections  414(b)  and  (c)  as
         modified  by  Code Section 415(h)], is a  member  of  an
         affiliated  service-group (as defined  by  Code  Section
         414(m),  or Code Section 414(o), all Employees  of  such
         Employers  shall  be  considered to  be  employed  by  a
         single Employer).

         (i)For  the purpose of this Section, if this Plan  is  a
         Code   Section   413(c)  plan,  all   Employers   of   a
         Participant  who maintain this Plan will  be  considered
         to be a single Employer.

             (j) 1)If a Participant participated in more than one
             defined contribution plan maintained by the Employer
             which have different Anniversary Dates, the  maximum
             "annual  additions" under this Plan shall equal  the
             maximum   "annual  additions"  for  the  "limitation
             year"   minus  any  "annual  additions"   previously
             credited  to such Participant's accounts during  the
             "limitation year".

             2)If a Participant participates in both  a   defined
             contribution plan subject to Code Section 412 and  a
             defined  contribution  plan  not  subject  to   Code
             Section  412 maintained by the Employer  which  have
             the  same Anniversary Date, "annual additions"  will
             be  credited to the Participant's accounts under the
             defined  contribution plan subject to  Code  Section
             412  prior  to crediting "annual additions"  to  the
             Participant's    accounts    under    the    defined
             contribution plan not subject to Code Section 412.

             3) If a Participant  participates in more than  one
             defined contribution plan not subject to Code Section
             412 maintained  by  the  Employer which  have  the  same
             Anniversary  Date,  the maximum  "annual  additions"
             under  this Plan shall equal the product of (A)  the
             maximum   "annual  additions"  for  the  "limitation
             year"   minus  any  "annual  additions"   previously
             credited  under  subparagraphs  (1)  or  (2)  above,
             multiplied  by (B) a fraction (i) the  numerator  of
             which  is  the  "annual additions"  which  would  be
             credited  to such Participant's accounts under  this
             Plan  without  regard  to the  limitations  of  Code
             Section  415  and (ii) the denominator of  which  is
             such  "annual additions" for all plans described  in
             this subparagraph.

         (k)If an Employee is (or has been) a participant in  one
         or  more  defined benefit plans and one or more  defined
         contribution plans maintained by the Employer,  the  sum
         of  the  defined benefit plan fraction and  the  defined
         contribution  plan  fraction for any  "limitation  year"
         may not exceed 1.0.

4.15 Adjustment For Excessive Annual Additions

         (a)If  as  a result of the allocation of Forfeitures,  a
         reasonable   error   in   estimating   a   Participant's
         Compensation,  a  reasonable error  in  determining  the
         amount  of  Elective Contributions or  other  facts  and
         circumstances  to  which Regulation 1.415-6(b)(6)  shall
         be  applicable, the "annual additions" under  this  Plan
         would  cause  the  maximum  "annual  additions"  to   be
         exceeded  for  a  Participant, the Administrator  shall:
         (1)  return any Voluntary Contributions credited for the
         "limitation  year" to the extent that the  return  would
         reduce   the   "excess  amount"  in  the   Participant's
         accounts; (2) return any Elective Contributions  to  the
         extent  that the return would reduce the "excess amount"
         in  the  Participant's  account; (3)  hold  any  "excess
         amount"  remaining  after the return  of  any  Voluntary
         Contributions and Elective Contributions in  a  suspense
         account"  and;  (4) used to reduce future Employer  Non-
         Elective  Contributions  in the next  "limitation  year"
         (and succeeding "limitation years" if necessary) to  all
         Participants in the Plan.

         (b)For  purposes  of this Article, "excess  amount"  for
         any  Participant for a "limitation year" shall mean  the
         excess,  if  any,  of (1) the "annual  additions"  which
         would be credited to his account under the terms of  the
         Plan  without regard to the limitations of Code  Section
         415  over  (2) the maximum "annual additions" determined
         pursuant to Section 4.9.

4.16Transfers From Qualified Plans

         (a)With  the  consent of the Administrator, amounts  may
         be  transferred  from  other qualified  plans,  provided
         that  the  trust  from which such funds are  transferred
         permits  the transfer to be made and, in the opinion  of
         legal  counsel for the Employer, the transfer  will  not
         jeopardize  the tax exempt status of the Plan  or  Trust
         or  create  adverse tax consequences for  the  Employer.
         The  amounts transferred shall be set up in  a  separate
         account  herein referred to as a "Participant's Rollover
         Account".   Such account shall be fully  vested  at  all
         times  and  shall not be subject to Forfeiture  for  any
         reason.

         (b)Amounts in a Participant's Rollover Account shall  be
         held  by the Trustee pursuant to the provisions of  this
         Plan,  and  may be withdrawn, in part or in whole,  once
         in  any  12-month period but only if the  provisions  of
         Section 6.10 are satisfied.

         (c)The  Participant's Rollover Account shall be invested
         as  part  of the general Trust Fund and shall  share  in
         earnings and losses.

         (d)For  purposes  of  this  Section  the  term  "amounts
         transferred  from  another qualified plan"  shall  mean:
         (i) amounts transferred in a trust to trust transfer  to
         this  Plan  directly from another qualified  plan;  (ii)
         lump  sum  distributions received by  an  Employee  from
         another  qualified plan which are eligible for tax  free
         rollover  treatment  and which are  transferred  by  the
         Employee  to this Plan within sixty (60) days  following
         his  receipt thereof; (iii) amounts transferred to  this
         Plan   from  a  conduit  individual  retirement  account
         provided that the conduit individual retirement  account
         has   no  assets  other  than  assets  which  (A)   were
         previously  distributed  to  the  Employee  by   another
         qualified  plan  as  a lump sum distribution,  (B)  were
         eligible  for  tax free rollover into a qualified  plan,
         and  (C)  were  deposited  in  such  conduit  individual
         retirement  account within sixty (60)  days  of  receipt
         thereof  and  other than earnings on said  assets;  (iv)
         amounts  distributed  to  the Employee  from  a  conduit
         individual  retirement account meeting the  requirements
         of  clause (iii) above, and transferred by the  Employee
         to  this  Plan  within sixty (60) days  of  his  receipt
         thereof   from   such   conduit  individual   retirement
         account,  and (v) amounts directly rolled over  to  this
         Plan  from  another  qualified  plan  pursuant  to   the
         provisions  of  Code  Section  401(a)(31).    Prior   to
         accepting any transfers to which this Sections  applies,
         the   Administrator  may   require   the   Employee   to
         establish  that  the amounts to be transferred  to  this
         Plan  meet the requirements of this Section and may also
         require  the Employee to provide an opinion  of  counsel
         satisfactory  to  the Employer that the  amounts  to  be
         transferred meet the requirements of this Section.

         (e)For  purposes  of this Section, the  term  "qualified
         plan"  shall  mean  any tax qualified  plan  under  Code
         Section 401(a).

4.17Voluntary Contributions

         (a)Each  Participant may elect to voluntarily contribute
         up  to  6% of his aggregate Compensation earned while  a
         Participant  under this Plan.  Such contributions  shall
         be  paid  to the Trustee no later than 90 days from  the
         date  such  amounts would otherwise be  payable  to  the
         Participant  in  cash (or such earlier time  as  may  be
         required  by  law.   The balance in  each  Participant's
         Voluntary Contribution Account shall be fully vested  at
         all  times  and  shall not be subject to Forfeiture  for
         any reason.

         (b)A  Participant  may  elect, subject  to  the  spousal
         consent  rules of Section 6.5 if applicable, to withdraw
         his   Voluntary   Contributions   from   his   Voluntary
         Contribution  Account  and the actual  earnings  thereon
         once in any 12-month period.
                           ARTICLE V

                    ACCOUNTING & VALUATIONS



5.1 Accounting

    The  Trustee shall keep detailed accounts of all transactions
    and  other  specific  records as  shall  be  agreed  upon  in
    writing  by the Trustee and the Employer, all of which  shall
    be  open  to  inspection and audit by any person  or  persons
    designated by the Employer at reasonable times.

5.2 Valuations

    Within  90  days following each July 1st and within  90  days
    after  his  removal  or resignation, the Trustee  shall  file
    with  the  Employer and Administrator an account of financial
    operations  and  status of the Trust Fund for  the  preceding
    year,  or  fraction  thereof  in  the  event  of  removal  or
    resignation.   The  Trustee shall  value  stocks,  bonds  and
    other similar securities or assets at fair market value.
                           ARTICLE VI

           DETERMINATION AND DISTRIBUTION OF BENEFITS



6.1 Determination Of Benefits Upon Retirement

    Upon  Normal  Retirement Date and following a termination  of
    employment   thereafter,  all  amounts   credited   to   such
    Participant's  Aggregate Account shall become  distributable.
    Upon   direction  of  the  Participant,  the  Trustee   shall
    distribute   all  amounts  credited  to  such   Participant's
    Aggregate  Account  in  accordance  with  Section   6.5.    A
    Participant shall be fully vested in amounts credited to  the
    Aggregate  Account upon attainment of Normal Retirement  Date
    provided the Participant is in the employ of the Employer  on
    such date.

6.2 Determination Of Benefits Upon Death

         (a)Upon  the  death of a Participant before  his  Normal
         Retirement  Date or other termination of his employment,
         all  amounts  credited  to such Participant's  Aggregate
         Account  shall  become fully vested.  On or  before  the
         Valuation  Date  coinciding with or next following  such
         death,  the  Administrator shall direct the Trustee,  in
         accordance with the provisions of Section 6.6  and  6.7,
         to  distribute  the value of the deceased  Participant's
         Aggregate Account to the Participant's Beneficiary.

         (b)On  or before the Valuation Date coinciding  with  or
         next  following  the death of a Former Participant,  the
         Trustee  in  accordance with the provisions of  Sections
         6.6  and  6.7,  shall distribute any  remaining  amounts
         credited  to  the  Aggregate Account  of  such  deceased
         Former   participant   to  such   Former   participant's
         Beneficiary.

         (c)The  Administrator may require such proper  proof  of
         death  and  such evidence of the right of any person  to
         receive  payment  of the value of the Aggregate  Account
         of   a   deceased  participant  or  a  deceased   Former
         Participant as the Administrator may deem desirable.

         (d)Unless otherwise elected in the manner prescribed  in
         Section 6.6, the Beneficiary of the death benefit  shall
         be  the  Participant's spouse, who  shall  receive  such
         benefit   in  the  form  of  a  Pre-Retirement  Survivor
         Annuity  pursuant to Section 6.6; provided however,  the
         Participant may designate a Beneficiary other  than  his
         spouse if:

             1) the Participant and his spouse have validly  waived
             the Pre-Retirement  Survivor  Annuity  in   the   manner
             prescribed  in  Section  6.6,  and  the  spouse  has
             waived  his  or  her  right to be the  Participant's
             Beneficiary  in  the  manner prescribed  in  Section
             6.5, or

             2) the Participant has no spouse, or
           
             3) the spouse cannot be located.

             In  such  event,  the designation of  a  Beneficiary
         shall   be   made   on  a  form  satisfactory   to   the
         Administrator.   A Participant may at  any  time  revoke
         his   designation  of  a  Beneficiary  or   change   his
         Beneficiary by filing written notice of such  revocation
         or   change   with  the  Administrator.   However,   the
         Participant's  spouse must again consent in  writing  to
         any  such  change or revocation.  In the event no  valid
         designation  Beneficiary  exists  at  the  time  of  the
         Participant's death, the death benefit shall be  payable
         to his estate.

6.3 Determination Of Benefits In Event Of Disability

    In   the   event  of  a  Participant's  Total  and  Permanent
    Disability  prior to his Normal Retirement Date or separation
    from  service,  all  amounts credited to  such  Participant's
    Account  shall  become  fully  vested.   On  or  before   the
    Valuation  Date coinciding with or next following  the  event
    of  Total  and Permanent Disability, the Trustee, subject  to
    the   $3,500   distribution  rule  of  Section   6.5(c),   in
    accordance  with  the  provisions of Sections  6.5  and  6.7,
    shall distribute to such Participant all amounts credited  to
    such  Participant's  Aggregate  Account  as  though  he   had
    retired.

6.4 Determination Of Benefits Upon Termination

         (a)On  or before the Valuation Date coinciding  with  or
         subsequent   to   the  termination  of  a  Participant's
         employment  for any reason other than death,  Total  and
         Permanent  Disability or Retirement, a  Participant  may
         direct  the  distribution of a vested Aggregate  Account
         pursuant to the provisions below.

             Distribution  of  the  funds  due  to  a  Terminated
         Participant shall be made on the occurrence of an  event
         which   would  result  in  the  distribution   had   the
         Terminated  Participant remained in the  employ  of  the
         Employer  (upon  the  Participant's  death,  Total   and
         Permanent  Disability or Normal Retirement), or  at  the
         Terminated   Participant's  request,  the  Administrator
         shall direct the Trustee to cause the vested portion  of
         the  Terminated Participant's Aggregate  Account  to  be
         payable   to   such  Terminated  Participant;   provided
         however,   that   notwithstanding   the   foregoing,   a
         Terminated Participant's Vested benefit may not be  paid
         prior  to his Normal Retirement Date without his written
         consent  if  the value of the Aggregate Account  exceeds
         $3,500.   Further,  the spouse of the  Participant  must
         consent  in  writing to any such distribution.   Written
         consent  of the Participant's spouse to the distribution
         must   be   obtained  not  more  than  90  days   before
         commencement of the distribution.

         (b)The  vested  portion  of any  Participant's  Employer
         Contribution Account shall be a percentage of the  total
         amount    credited   to   the   Participant's   Employer
         Contribution  Account determined on  the  basis  of  the
         Participant's  number of Years of Service  according  to
         the following schedule:

           Completed Years of Service Percentage

Less than            1                     0%
                     2                    20%
                     3                    40%
                     4                    60%
                     5                    80%
                     6 or more           100%

         (c)The  computation  of  a Participant's  nonforfeitable
         percentage  of  his interest in the Plan  shall  not  be
         reduced   as  the  result  of  any  direct  or  indirect
         amendment to this Article.  In the event that  the  Plan
         is  amended to change or modify any vesting schedule,  a
         participant with at least three (3) Years of Service  as
         of  the expiration date of the election period may elect
         to  have  his  nonforfeitable percentage computed  under
         the  Plan  without  regard  to  such  amendment.   If  a
         Participant  fails  to  make such  election,  then  such
         Participant   shall  be  subject  to  the  new   vesting
         schedule.   The  Participant's  election  period   shall
         commence  on  the  adoption date of  the  amendment  and
         shall end 60 days after the latest of:

                                          (i)the adoption date of
                     the amendment;
                                         (ii)the  effective  date
                     of the amendment, or
                                         (iii)the  date  the   Pa
                     rticipant  receives written  notice  of  the
                     amendment   from   the   Employer   or   the
                     Administrator.

            (d)      1)                 If any Former Participant
            shall  be reemployed by the Employer before  a  Break
            in  Service  occurs, he shall continue to participate
            in   the   Plan  in  the  same  manner  as  if   such
            termination had not occurred.

            2)        If   any   Former  Participant   shall   be
            reemployed   by   the  Employer   before   five   (5)
            consecutive  years  of a Break in Service,  and  such
            Former  Participant had received  a  distribution  of
            his    entire   vested   interest   prior   to    his
            reemployment,   his  forfeited   account   shall   be
            reinstated   only  if  he  repays  the  full   amount
            distributed  to him before the earlier  of  five  (5)
            years  after  the first date on which the Participant
            is  subsequently reemployed by the Employer,  or  the
            date  the  Participant  incurs five  (5)  consecutive
            years  of  a Break in Service following the  date  of
            distribution.   In  the event the Former  Participant
            does  repay the full amount distributed to  him,  the
            undistributed  portion  of the Participant's  Account
            must  be  restored  in full, to  the  Valuation  Date
            preceding his termination.

            3)       If  any  Former  Participant  is  reemployed
            after  a  Break  in  Service has occurred,  Years  of
            Service shall include Years of Service prior  to  his
            Break in Service subject to the following rules:

                                                         (i)If  a
                     Former  Participant has a One Year Break  in
                     Service,   his   pre-break  and   post-break
                     service  shall  be used for computing  Years
                     of  Service for eligibility and for  vesting
                     purposes  only  after he has  been  employed
                     for  one  (1) Year of Service following  the
                     date of his reemployment with the Employer;

                                           (ii)Each    non-vested
                     Former   Participant  shall   lose   credits
                     otherwise allowable under (i) above, if  his
                     consecutive  years  of a  Break  in  Service
                     equal or exceed five (5) years;

                                          (iii)after   five   (5)
                     consecutive years of a Break in  Service,  a
                     Former  participant's vested account balance
                     attributable to pre-break service shall  not
                     be  increased  as  a  result  of  post-break
                     service;

                                           (iv)if  a  Former   Pa
                     rticipant completes one (1) Year of  Service
                     for   eligibility  purposes  following   his
                     reemployment  with  the Employer,  he  shall
                     participate  in the Plan retroactively  from
                     his date of reemployment;

                                            (v)if  a  Former   Pa
                     rticipant completes a Year of Service (a  1-
                     Year  Break in Service previously  occurred,
                     but  employment  had  not  terminated),   he
                     shall  participate in the Plan retroactively
                     from  the first day of the Plan Year  during
                     which he completes one (1) Year of Service.

6.5 Distribution Of Benefits

             (a)     1)                 Unless otherwise  elected
             as  provided below, a Participant who is married  on
             the  "annuity  starting date" and who retires  under
             the  Plan  shall receive the value of his  Aggregate
             Account   in  the  form  of  a  joint  and  survivor
             annuity.    Such   joint   and   survivor   benefits
             following the Participant's death shall continue  to
             the  spouse during the spouse's lifetime at  a  rate
             equal  to sixty-six and two-thirds percent (66-2/3%)
             of  the rate at which such benefits were payable  to
             the   Participant.   Such  married  participant  may
             elect  in  writing to waive the joint  and  survivor
             annuity  subject to the spousal consent rules  under
             Section 6.5(a)(2).

                                       The  Participant may elect
             to  receive an annuity benefit with continuation  of
             payments to the spouse at a rate of between 50%  and
             100%   inclusive,  of  the  rate  payable   to   the
             Participant  during  his  lifetime.   An   unmarried
             Participant  shall receive the value of his  benefit
             in  the  form  of  a life annuity.   Such  unmarried
             Participant, however, may elect in writing to  waive
             the  life  annuity.  The election must  comply  with
             the  provisions of this Section as  if  it  were  an
             election to waive the joint and survivor annuity  by
             a   married  participant  but  without  the  spousal
             consent requirement.

                     2)                 Any election to waive the
             joint  and survivor annuity must (i) be made by  the
             Participant  in writing during the election  period,
             (ii) be consented to by the Participant's spouse  in
             writing,  and (iii) designate a specific Beneficiary
             which  may  not be changed without spousal  consent.
             Such  spouse's written consent shall be  irrevocable
             and  must  acknowledge the effect of  such  election
             and  be  witnessed  by  a Plan representative  or  a
             notary   public.    Additionally,  a   Participant's
             waiver  of the joint and survivor annuity shall  not
             be  effective unless the election designates a  form
             of  benefit payment which may not be changed without
             spousal   consent.   Such  consent  shall   not   be
             required  if  it is established to the  satisfaction
             of  the  Administrator  that  the  required  consent
             cannot  be obtained because there is no spouse,  the
             spouse  cannot  be  located, or other  circumstances
             that  may  be  prescribed by  Treasury  regulations.
             The  election made by the Participant and  consented
             to  by  his spouse may be revoked by the Participant
             in  writing  with the consent of the spouse  at  any
             time  during  the election period.   The  number  of
             revocations shall not be limited.  Any new  election
             must   comply   with   the  requirements   of   this
             paragraph.   A former spouse's waiver shall  not  be
             binding  on a new spouse.  Spousal consent  that  is
             obtained  under  this Section  shall  not  be  valid
             unless  the  participant  has  received  notice   as
             provided under Section 6.5(a)(5).

                     3)                 The  election  period  to
             waive  the joint and survivor annuity shall  be  the
             90  day  period  ending  on  the  "annuity  starting
             date".

                      4)                  For  purposes  of  this
             Section,  the  "annuity  starting  date"  means  the
             first  day  of the first period for which an  amount
             is  received  as an annuity (whether  by  reason  of
             retirement or disability).

                      5)                  With  regard   to   the
             election,  the Administrator shall in not less  than
             30  days  and  not  more than  90  days  before  the
             "annuity  starting date" provide the  Participant  a
             written explanation of:

                                             (i)the   terms   and
                     conditions   of  the  joint   and   survivor
                     annuity, and
                                           (ii)the  Participant's
                     right  to make and the effect of an election
                     to  waive  the  joint and survivor  annuity,
                     and
                                         (iii)the  right  of  the
                     Participant's  spouse  to  consent  to   any
                     election  to  waive the joint  and  survivor
                     annuity, and
                                          (iv)the  right  of  the
                     Participant  to  revoke such  election,  and
                     the effect of such revocation, and
                                           (v)the relative  value
                     of  the  optional forms of benefit  provided
                     under the Plan.

         (b)In  the  event of a married Participant  duly  elects
         pursuant  to  paragraph (a)(2) above not to receive  the
         retirement  benefit in the form of a joint and  survivor
         annuity, or if such Participant is not married,  in  the
         form  of a life annuity, the Administrator shall  direct
         the  Trustee  to  distribute to  a  Participant  or  his
         Beneficiary  any  amount to which he is  entitled  under
         the Plan in one or more of the following methods:

                     1)                 One  lump-sum payment  in
             cash or in property;

                     2)                 Payments  over  a  period
             certain in monthly, quarterly, semiannual or  annual
             case   installments,   after   first   having    (A)
             segregated  the  aggregate  amount  thereof   in   a
             separate,   federally   insured   savings   account,
             certificate  of  deposit in a bank  or  savings  and
             loan  association, money market certificate or other
             liquid  short-term  security  or  (B)  purchased   a
             nontransferable annuity contract providing for  such
             payment.  The period over which such payment  is  to
             be  made  shall  not extend beyond the Participant's
             life  expectancy  (or  the life  expectancy  of  the
             Participant and his designated Beneficiary); or

                     3)                 Purchase of or  providing
             an  annuity.  However, such annuity may  not  be  in
             any  form  that  will provide for  payments  over  a
             period  extending  beyond either  the  life  of  the
             Participant  (or  the lives of the  Participant  and
             his  designated beneficiary) or the life  expectancy
             of  the  Participant (or the life expectancy of  the
             Participant and his designated Beneficiary).

         (c)A  Retired Participant's vested benefit derived  from
         Employer  and  Employee contributions may  not  be  paid
         without   his  written  consent  if  the  value  exceeds
         $3,500.   Further,  the spouse of a Retired  Participant
         must  consent  in writing to any such distribution.   If
         the  value of the Retired Participant's benefit  derived
         from  Employer  and  Employee  contributions  does   not
         exceed   $3,500,   the  Administrator  may   immediately
         distribute    such   benefit   without   such    Retired
         Participant's  consent.   No distribution  may  be  made
         under  the preceding sentence after the annuity starting
         date   unless  the  Participant  and  the  Participant's
         spouse  consent in writing t such distribution.  Written
         consent of the Participant and the Participant's  spouse
         to  the  distribution must be obtained not more than  90
         days before commencement of the distribution.

         (d)Distribution of a Participant's Accounts  must  begin
         by   the  first  day  of  April  of  the  calendar  year
         following  the  calendar year in which  the  Participant
         attains  age 70-1/2 except for a Participant who attains
         age  70 1/2  before January 1, 1988.  Distribution  of  the
         Account  of  a  Participant who attains  age  70  before
         January 1, 1988 must begin as described below:

                     1)                 By 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 if a Participant is not a 5% owner.

                     2)By the first day of April following the later of:

                     (i)the calendar year in which  the  Participant
                     attains age  70-1/2;
                     or
                     (ii)the earlier  of  the calendar year with
                     or within which ends  the Plan  Year in which
                     the Participant  becomes a  5%  owner, or the
                     calendar year in which the Participant retires
                     if a Participant  is a 5% owner.

                     3)                 By  April 1,  1990  if  a
             Participant attains age 70-1/2 during 1988  and  has
             not  retired as of January 1, 1989 and is not  a  5%
             owner.

                                       A  Participant is  treated
             as  a  5% owner for purposes of this Section if such
             Participant  is  a  5%  owner  as  defined  in  Code
             Section  416(i) (determined in accordance with  Code
             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.

                                        Once  distributions  have
             begun  to  a 5% owner under this section, they  must
             continue  to be distributed, even if the Participant
             ceases to be a 5% owner in a subsequent year.

                     4)                All distributions required
             under  this Article VI shall be determined and  made
             in  accordance  with the Treasury Regulations  under
             Code   Section  401(a)(9),  including  the   minimum
             distribution   incidental  benefit  requirement   of
             Section 1.401(a)(9)-2 of the Regulations.

6.6 Distribution Of Benefits Upon Death

         (a)Unless otherwise elected as provided below, a  vested
         Participant  who dies before the annuity  starting  date
         and  who  has  a surviving spouse shall have  his  death
         benefit  made  available immediately  to  his  surviving
         spouse   in  the  form  of  a  Pre-Retirement   Survivor
         Annuity.

         (b)Any  election  to  waive the Pre-Retirement  Survivor
         Annuity  must  be  made  by the Participant  in  writing
         during  the  election  period  and  shall  require   the
         spouse's   irrevocable  consent  in  the   same   manner
         provided   for  in  Section  6.5(a)(2).   Further,   the
         spouse's  consent  may  acknowledge  the  specific  non-
         spouse Beneficiary or may be a general consent.

         (c)The  election  period  to  waive  the  Pre-Retirement
         Survivor  Annuity shall begin on the first  day  of  the
         Plan  Year in which the Participant attains age  35  and
         end  on  the  date of the Participant's death.   In  the
         event  a vested Participant separates from service prior
         to  the  beginning of the election period, the  election
         period  shall begin on the date of such separation  from
         service.

         (d)With  regard  to  this  election,  the  Administrator
         shall  provide  each Participant within  the  applicable
         period,  a  written  explanation of  the  Pre-Retirement
         Survivor  Annuity containing comparable  information  to
         that required pursuant to Section 6.5(a)(5).

         (e)The  applicable period for a Participant is whichever
         of  the  following periods ends last:   (i)  the  period
         beginning with the first day of the Plan Year  in  which
         the  Participant  attains age 32  and  ending  with  the
         close  of the Plan Year preceding the Plan Year in which
         the  Participant  attains  age  35;  (ii)  a  reasonable
         period   ending   after   the   individual   becomes   a
         Participant;  (iii)  a reasonable  period  ending  after
         this  Section  6.6  first applies  to  the  Participant.
         Notwithstanding the foregoing, notice must  be  provided
         within a reasonable period ending after separation  from
         service  in  the  case  of a Participant  who  separates
         before attaining age 35.

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

         (g)If  the value of the Pre-Retirement Survivor  Annuity
         is  less than $3,500, the Administrator shall direct the
         immediate   distribution   of   such   amount   to   the
         Participant's   spouse;  provided,   however   if   such
         distribution  is  to be made after the annuity  starting
         date,  then  such  surviving  spouse  must  consent   in
         writing  to  such  distribution.  If the  value  exceeds
         $3,500,  an immediate distribution of the entire  amount
         may  be  made  to  the surviving spouse,  provided  such
         surviving   spouse   consents   in   writing   to   such
         distribution.

             (h)     1)                 In  the event  the  death
             benefit  is not paid in the form of a Pre-Retirement
             Survivor   Annuity,  it  shall  be   paid   to   the
             Participant's   Beneficiary   be   either   of   the
             following methods, as elected by such Beneficiary:

                                          (i)One lump-sum payment
                     in cash or in property;

                                          (ii)Payment  in   equal
                     monthly,  quarterly, semi-annual  or  annual
                     cash installments over a period certain.

                     2)                 In  the event  the  death
             benefit  payable pursuant to Section 6.2 is  payable
             in   installments,  then,  upon  the  death  of  the
             Participant,  the  Administrator  shall  direct  the
             Trustee  to segregate into a separate Trust  Fund(s)
             the  death  benefit,  and the Trustee  shall  invest
             such  segregated  Trust Funds  separately,  and  the
             funds  accumulated in such Trust  Fund(s)  shall  be
             used  for  the payment of the installments  here  in
             above provided.

                      3)                  The  Administrator  may
             direct   the   Trustee   to   (1)   accelerate   any
             installment  payment to a participant's  Beneficiary
             at  such  Beneficiary's  request,  or  (2)  at  such
             Beneficiary's request, purchase for the  benefit  of
             such  Beneficiary,  an annuity with  all  monies  or
             property held in the segregated Trust Fund(s).

                                          (i)If  the distribution
                     of  a  Participant's benefit  has  begun  in
                     accordance   with  a  method   selected   in
                     Section 6.5 and the Participant dies  before
                     his entire interest has been distributed  to
                     him,  the remaining portion of such interest
                     shall be distributed at least as rapidly  as
                     under  the  method of distribution  selected
                     pursuant  to Section 6.5 as of his  date  of
                     death.

                                          (ii)If   a  Participant
                     dies  before  he  has begun to  receive  any
                     distributions  of  his  interest  under  the
                     Plan,    his   death   benefit   shall    be
                     distributed  to his Beneficiaries  within  5
                     years after his death.

         (i)The   5-year  distribution  requirement  of   Section
         6.6(h)  shall  not apply to any portion of the  deceased
         Participant's interest which is payable  t  or  for  the
         benefit  of a designated Beneficiary (or over  a  period
         not   extending  beyond  the  life  expectancy  of  such
         designated  Beneficiary (or over a period not  extending
         beyond   the   life   expectancy  of   such   designated
         Beneficiary)  provided  such  distribution  begins   not
         later   than  one  (1)  year  after  the  date  of   the
         Participant's  death  (or such  later  date  as  may  be
         prescribed by Treasury regulations).

             Except  however,  in  the  event  the  Participant's
         spouse   is   his  Beneficiary,  the  requirement   that
         distribution   commence   within   one   year    of    a
         Participant's  death shall not apply.  In lieu  thereof,
         such  distribution must commence no later than the  date
         on  which  the deceased Participant would have  attained
         age  seventy  and one-half (70-1/2).  If  the  surviving
         spouse  dies  before the distributions  to  such  spouse
         begin,  then  the  5-year  distribution  requirement  of
         Section  6.6(h)  shall apply as if the spouse  were  the
         Participant.

         (j)For purposes of this section, the life expectancy  of
         a  Participant and a Participant's spouse (other than in
         the  case  of  a life annuity) may be redetermined,  but
         not  more  frequently than annually  and  in  accordance
         with  such  rules  as  may  be  prescribed  by  Treasury
         regulation.   Further,  life expectancy  and  joint  and
         last  survivor  expectancy shall be computed  using  the
         return multiples of Regulation 1.72-9.

6.7 Time Of Segregation Or Distribution

    Except  as  limited  by Sections 6.5 and  6.6,  whenever  the
    Trustee is to make a distribution or to commence a series  of
    payments  on  or as of a Valuation Date, the distribution  or
    series  of payments may be made or begun on such date  or  as
    soon thereafter as is practicable.  Except however, unless  a
    Former Participant elects in writing to defer the receipt  of
    benefits  (such  election may not result in a  death  benefit
    that  is more than incidental), the payment of benefits shall
    begin  not  later than the 60th day after the  close  of  the
    Plan  Year  in  which  the  latest of  the  following  events
    occurs:

         1)  the  date  on  which  the  Participant  attains  the
         earlier of age 65,

         2)  the  5th  Anniversary  of  the  year  in  which  the
         Participant commenced participation in the Plan, or

         3)  the date the Participant terminates his service with
         the Employer.

6.8 Distribution For Minor Beneficiary

    In  the  event a distribution is to be made to a minor,  then
    the   Administrator   may,   in  the   Administrator's   sole
    discretion,  direct that such distribution  be  paid  to  the
    legal guardian, or if none, to parent of such Beneficiary  or
    a  responsible  adult  with whom the  Beneficiary  under  the
    Uniform Gift to Minors Act or Gift to Minors Act, if such  is
    permitted  by the laws of the state in which said Beneficiary
    resides.   Such a payment to the legal guardian or parent  of
    a  minor  Beneficiary  shall  fully  discharge  the  Trustee,
    Employer and Plan from further liability on account thereof.

6.9 Location Of Participant Or Beneficiary Unknown

    In  the  event  that all, or any portion of the  distribution
    payable to a Participant or his Beneficiary hereunder  shall,
    at  the  expiration of five (5) years after it  shall  become
    payable,  remain unpaid solely by reason of the inability  of
    the  Administrator, after sending a registered letter, return
    receipt  requested,  to  the last known  address,  and  after
    further  diligent  effort, to ascertain  the  whereabouts  of
    such   Participant  or  his  Beneficiary,   the   amount   so
    distributable shall be reallocated in the same  manner  as  a
    Forfeiture  pursuant  to  this Agreement.   In  the  event  a
    Participant  or  Beneficiary is  located  subsequent  to  his
    benefit being reallocated, such benefit shall be restored.

6.10 Advance Distribution For Hardship

         (a)The   Administrator  may  direct   the   Trustee   to
         distribute to any Participant or his Beneficiary in  any
         one  Plan Year up to 100% of the vested portion  of  his
         Participant's  Aggregate  Account  (including  for  this
         purpose,   the   Participant's   Elective   Contribution
         Account  including income thereon as of June  30,  1989,
         plus Elective Contribution made after June 30, 1989  but
         no  income  after  such date), valued  as  of  the  last
         Valuation   Date,  in  the  case  of  proven   financial
         necessity as provided under Section 6.10(b).

         (b)Financial necessity shall mean:

                     1)                 medical expenses incurred
             by  the Participant, the participant's spouse or any
             dependent  of the Participant, or amounts  that  are
             necessary  for  the  Participant, the  Participant's
             spouse  or  any  dependent  of  the  Participant  to
             obtain medical service;

                     2)                 the  purchase  (excluding
             mortgage payments) of a principal residence for  the
             Participant;

                     3)                the payment of tuition for
             the  next 12 months of post-secondary education  for
             the    Participant,   his   spouse,   children    or
             dependents;

                     4)                 the  need to prevent  the
             eviction  of  the  Participant  from  his  principal
             residence or the foreclosure on the mortgage of  the
             Participant's principal residence; or

                     5)                 any other relevant  facts
             and   circumstance  that  the  Administrator   shall
             determine creates financial necessity based  on  the
             following criteria:

                        (A)the financial need is immediate and heavy;
                         (B)the financial need is necessary to  the
                         physical  or  mental well being  of  the
                         Participant    or   the    Participant's
                         immediate family;
                         (C)the financial need is not related to
                         an item or service that is connected  to
                         recreation,  convenience  or   pleasure;
                         and
                          (d)any  other objective criteria that the
                         Administrator may apply and which  shall
                         be added as an amendment to the Plan.

         (c)In  order  to  receive a hardship  distribution,  the
         distribution  must be necessary to satisfy an  immediate
         and  heavy financial need of the participant.  Such need
         shall  be  deemed to exist if the following requirements
         are satisfied:

                     1)   the amount of the distribution does not
             exceed  the  amount  of the Participant's  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;

                      2)    the  Participant  has  received   all
             distributions  (other  than hardship  distributions)
             and  nontaxable loans available under all  qualified
             plans maintained by the Employer;

                     3)   all  plans maintained by  the  Employer
             (including    nonqualified   plans    of    deferred
             compensation but excluding contributions made  to  a
             health   and   welfare  plan)   provide   that   the
             Participant  may  not make an Elective  Contribution
             election  and Voluntary Contributions for  at  least
             12    months   after   receipt   of   the   hardship
             distribution; and

                     4)   all qualified plans maintained  by  the
             Employer  provide that the Participant may not  make
             an    Elective   Contribution   election   for   the
             Participant's  taxable  year  immediately  following
             the taxable year of the hardship distribution in  an
             amount  greater  than  the  limitation  under   Code
             Section  402(g) $7,000 as adjusted) less the  amount
             of  the Participant's Elective Contributions for the
             taxable year of the hardship distribution.

         (d)No   income   attributable  to   contributions   made
         pursuant   to  a  Participant's  Elective  Contributions
         election  may  be withdrawn.  A Participant  can  resume
         participation  as  of  the first  day  of  the  calendar
         quarter   following  the  expiration  of  the   12-month
         suspension period.

         (e)If  applicable, a married Participant's election  for
         a  distribution pursuant to this Section  6.10  must  be
         consented  to  by his spouse in the manner  provided  by
         Section 6.6.

         (f)The  Administrator  shall establish  such  rules  and
         procedures  with  respect  to  a  hardship  distribution
         including suspension from further contributions,  as  it
         shall  from  time  to  time determine.   No  forfeitures
         shall occur as a result of any hardship distribution.

         (g)Hardship  distributions  shall  be  limited  to   one
         distribution in any 12 consecutive month period.

6.11 Advance Distributions For Loans To Participants

         (a)The  Trustee  may  make  loans  to  Participants  and
         Beneficiaries under the following circumstances:

                     1)   loans  shall be made available  to  all
             Participants  and  Beneficiaries  on  a   reasonably
             equivalent basis;

                     2)   loans  shall not be made  available  to
             Highly Compensated Employees, as defined under  Code
             Section 414(q) in an amount greater than the  amount
             made    available   to   other   Participants    and
             Beneficiaries;

                     3)   loans shall bear a reasonable  rate  of
             interest;

                    4)  loans shall be adequately secured; and

                     5)   shall  provide  for periodic  repayment
             over a reasonable period of time.

         (b)Loans   with   principal  amounts  and/or   repayment
         periods  exceeding the limits set forth below shall  not
         be made under the Plan.

         (c)Loans shall not be granted to any Participant or  his
         Beneficiary   that   provide  for  a  repayment   period
         extending  beyond  such Participant's Normal  Retirement
         Date.

         (d)Loans made pursuant to this Section shall be  limited
         to the lesser of:

                      (i)               $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

                      (ii)               one-half  (1/2)  of  the
             present  value  of  the  vested  interest  of   such
             Participant's Combined Account maintained on  behalf
             of the Participant under the Plan.

         (e)Loans shall provide periodic repayment over a  period
         not  to  exceed five (5) years; provided however,  loans
         used  to  acquire  any  dwelling unit  which,  within  a
         reasonable time, is to be used (determined at  the  time
         the  loan  is  made)  as a principal  residence  of  the
         Participant,  shall provide for periodic repayment  over
         a  reasonable  period of time that may exceed  five  (5)
         years.

         (f)For  the  purposes of this section all plans  of  the
         Employer shall be considered one Plan.

         (g)No loans shall be made to any owner-employee.

         (h)Any  loan  made  pursuant to this Section  where  the
         vested  account  of the Participant is  used  to  secure
         such  loan  shall  require the written  consent  of  the
         Participant's  spouse.   Such written  consent  must  be
         obtained within the 90 day period prior to the date  the
         loan is made.

6.12 Limitations On Benefits And Distributions

     All  rights and benefits, including election, provided to  a
     Participant  in  this Plan shall be subject  to  the  rights
     afforded   to  any  "alternate  payee"  under  a  "qualified
     domestic  relations  order" as those terms  are  defined  in
     Code Section 414(p).

6.13 Direct Transfer

     The  provisions of this Section 6.13 shall be effective  for
     distributions occurring on and after January 1, 1993.

         (a)In  the event a Participant, alternate payee under  a
         Qualified  Domestic Relations Order  described  in  Code
         Section  414(p)  or  any other beneficiary  entitled  to
         benefits  under  the  Plan, is entitled  to  receive  an
         "eligible  rollover  distribution" from  the  Plan  then
         such  Participant,  alternate payee or  beneficiary  may
         request  that any or all of the taxable portion  of  the
         distribution  be  paid directly from the  Plan  into  an
         "eligible    retirement   plan"   specified    by    the
         Participant, alternate payee or beneficiary in a  direct
         rollover,  provided  that  if a  Participant,  alternate
         payee  or  other  beneficiary elects to  make  a  direct
         rollover  of  a portion of the taxable distribution  and
         to  receive  a  distribution of the  remaining  balance,
         then  the  portion of the distribution paid in a  direct
         rollover  to an "eligible retirement plan"  must  be  at
         least $200.

             Distributions  which  are less  than  $200  are  not
         eligible for direct rollover under this Section 6.13.

         (b)For  purposes  of this section, the  following  terms
         shall have the meanings stated herein:

                     (i)  "Eligible  Retirement  Plan"  means  an
             individual  retirement account described in  Section
             408(a)   of   the  Code,  an  individual  retirement
             annuity  described in Section 408(b) of the Code,  a
             qualified trust described under Code Section  401(a)
             that  accepts eligible rollover distributions  or  a
             Code  Section 403(b) annuity.  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 only.

                       (ii)                 "Eligible    Rollover
             Distribution" means any distribution of all  or  any
             portion  of  the  balance  to  the  credit  of   the
             Participant's  account,  except  that  an   eligible
             rollover   distribution  does   not   include:   any
             distribution   that   is  one   of   a   series   of
             substantially equal periodic payments for  the  life
             or  life  expectancy  of the Participant,  alternate
             payee  or  beneficiary whichever is  applicable)  or
             payable  for  a  specified period  of  ten  or  more
             years;   any   distribution  to  the   extent   such
             distribution is required under Section 8.02  of  the
             Plan  and  the portion of any distribution  that  is
             not  includible in gross income (determined  without
             regard   to   the   exclusion  for  net   unrealized
             appreciation with respect to employer securities).

         (c)In  the event a Participant, alternate payee or other
         beneficiary  does not elect to have the taxable  portion
         of   a   distribution  paid  directly  to  an   Eligible
         Retirement  Plan, then such portion of the  distribution
         shall  be subject to mandatory withholding at a rate  of
         20%.

         (d)A  Participant shall be entitled to a  period  of  at
         least  30  days and not more than 90 days  to  determine
         whether  or not a distribution shall be directly  rolled
         over  from  the  date a Participant is  provided  notice
         under  Code  Section 402(f); except that  a  Participant
         may  waive the 30 day requirement if the Participant  is
         informed  of  a Participant's right to a 30 day  period.
         A  Participant will be deemed to have waived the  30-day
         requirement  if  such Participant makes  an  affirmative
         election  to  make or not make a direct rollover  within
         the  30-day  period.  A waiver under  this  Section  (d)
         shall  not  be  deemed  a waiver with  respect  to  Code
         Sections 401(a)(11) or 417.
                          ARTICLE VII

                        TOP HEAVY RULES



7.1  Top Heavy Plan Requirements

         (a)For  any  Top Heave Plan Year the Plan shall  provide
         the  special  minimum  allocation requirements  of  Code
         Section 416(c) pursuant to Section 7.3 of the Plan.

         (b)The  special  minimum allocation  requirements  under
         this  Section  shall  be  in addition  to  any  Employer
         Elective Contribution.

7.2  Determination Of Top Heavy Status

         (a)This  Plan  shall be a Top Heavy Plan  for  any  Plan
         Year  commencing after December 31, 1983 in which as  of
         the  Determination  Date,  (1)  the  Present  Value   of
         Accrued  Benefits of Key Employees, or (2)  the  sum  of
         the  Aggregate Accounts of Key Employees under this Plan
         and  all  plans  of an Aggregation Group  exceeds  sixty
         percent  (60%) of the Present Value of Accrued  Benefits
         or,  the  Aggregate  Accounts of  all  Key  and  Non-Key
         Employees   under  this  Plan  and  all  plans   of   an
         Aggregation Group.

             If  any  Participant is a Non-Key Employee  for  any
         Plan  Year, but such Participant was a Key Employee  for
         any  prior  Plan Year, such participant's Present  Value
         of  Accrued  Benefit  and/or Aggregate  Account  balance
         shall  not  be  taken  into  account  for  purposes   of
         determining  whether this Plan is a Top Heavy  or  Super
         Top  Heavy  Plan (or whether any Aggregation Group  with
         includes  this Plan is a Top Heavy Group).  In addition,
         if   a   Participant  or  Former  Participant  has   not
         performed any services for the Employer maintaining  the
         Plan  (other than benefits under the Plan) at  any  time
         during  the five year period ending on the Determination
         Date,  the  Aggregate Account and/or  Present  Value  of
         Accrued   Benefit   for  such  Participant   or   Former
         Participant  shall  not be taken into  account  for  the
         purposes  of  determining whether this  Plan  is  a  Top
         Heavy or Super Top Heavy Plan.

         (b)This  Plan  shall be a Super Top Heavy Plan  for  any
         Plan  Year commencing after December 31, 1983 in  which,
         as  of the Determination Date, (1) the present Value  of
         Accrued  Benefits of Key Employees, or (2)  the  sum  of
         the  Aggregate Accounts of Key Employees under this Plan
         and  all plans of the Aggregation Group, exceeds  ninety
         percent  (90%) of the Present Value of Accrued  Benefits
         and  the  Aggregate  Accounts of  all  Key  and  Non-Key
         Employees   under  this  Plan  and  all  plans   of   an
         Aggregation Group.

         (c)Aggregate   Account:    A   Participant's   Aggregate
         Account as of the Determination Date is the sum of:

                     1)   Participant's Combined Account  balance
             as  of the most recent valuation occurring within  a
             twelve   (12)   months   period   ending   on    the
             Determination Date;

                     2)   an adjustment for any contributions due
             as  of  the  Determination  Date.   Such  adjustment
             shall  be  the amount of any contributions  actually
             made  after the valuation date but on or before  the
             Determination Date, except for the first  Plan  Year
             when  such adjustment shall also reflect the  amount
             of  any  contributions made after the  Determination
             Date  that  are allocated as of a date in the  first
             Plan Year;

                     3)   any Plan distributions made within  the
             Plan  Year that includes the Determination  Date  or
             within  the four (4) preceding Plan Years.  However,
             in   the  case  of  distributions  made  after   the
             valuation date and prior to the Determination  Date,
             such    distributions   are    not    included    as
             distributions for top heavy purposes to  the  extent
             that such distributions are already included in  the
             Participant's Aggregate Account balance  as  of  the
             valuation date.  Notwithstanding anything herein  to
             the    contrary,   all   distributions,    including
             distributions  made  prior to January  1,  1984  and
             distributions under a terminated plan  which  if  it
             had not been terminated would have been required  to
             be   included  in  an  Aggregation  Group,  will  be
             counted.  Further, distributions from the Plan of  a
             Participant's  account  balance  because  of   death
             shall  be treated as a distribution for the purposes
             of this paragraph;

                    4)  any Voluntary Contributions;

                     5)   with respect to unrelated rollovers and
             plan-to-plan   transfers  (ones   which   are   both
             initiated  by  the  Employee and made  from  a  plan
             maintained  by one employer to a plan maintained  by
             another   employer),  if  this  Plan  provides   for
             rollovers or plan-to-plan transfers it shall  always
             consider  such rollover or plan-to-plan transfer  as
             a  distribution  for the purposes of  this  section.
             If  this  Plan is the plan accepting such  rollovers
             or  plan-to-plan  transfers, it shall  not  consider
             such  rollovers  or plan-to-plan transfers  accepted
             after   December   31,   1983   as   part   of   the
             Participant's  Aggregate Account balance.   However,
             rollovers  or plan-to-plan transfers accepted  prior
             to  January 1, 1984 shall be considered as  part  of
             the Participant's Aggregate Account balance;

                     6)   with  respect to related rollovers  and
             plan-to-plan  transfers (ones either  not  initiated
             by  the Employee or made to a plan maintained by the
             same  employer), if this Plan provides the  rollover
             or  plan-to-plan transfer, it shall not  be  counted
             as  a distribution for purposes of this Section.  If
             this  Plan  is the plan accepting such  rollover  or
             plan-to-plan   transfer,  it  shall  consider   such
             rollover  or  plan-to-plan transfer as part  of  the
             participant's     aggregate     Account     balance,
             irrespective of the date on which such  rollover  or
             plan-to-plan transfer is accepted; and

                     7)   for the purposes of determining whether
             two   employers  are  to  be  treated  as  the  same
             employer   in  (5)  and  (6)  above,  all  employers
             aggregated under Code Sections 414(b), (c),  (m)  or
             (o) are treated as the same employer.

         (d)"Aggregation   Group"   means   either   a   Required
         Aggregation Group or a Permissive Aggregation  Group  as
         hereinafter determined.

                      1)    Required   Aggregation   Group:    In
             determining a Required Aggregation Group  hereunder,
             each  plan  of the Employer in which a Key  Employee
             is  a  Participant in the Plan Year  containing  the
             Determination  Date  or any of  the  four  preceding
             Plan  Years  and  each other plan  of  the  Employer
             which  enables  any  plan in which  a  Key  Employee
             participates  to  meet  the  requirements  of   Code
             Sections  401(a)(4) or 410, will be required  to  be
             aggregated.   Such  group  shall  be  known   as   a
             Required Aggregation Group.

                         In  the  case of a Required  Aggregation
             Group,  each plan in the group will be considered  a
             Top Heavy Plan if the Required Aggregation Group  is
             a   Top  Heavy  Group.   No  plan  in  the  Required
             Aggregation  Group will be considered  a  Top  Heavy
             Plan if the Required Aggregation Group is not a  Top
             Heavy Group.

                      2)    Permissive  Aggregation  Group:   The
             Employer  may  also  include  any  other  plan   not
             required  to be included in the Required Aggregation
             Group,  provided  the resulting group,  taken  as  a
             whole  would  continue to satisfy the provisions  of
             Code  Sections 401(a)(4) and 410.  Such group  shall
             be known as a Permissive Aggregation Group.

                         In  the case of a Permissive Aggregation
             Group,  only  a  plan that is part of  the  Required
             Aggregation  Group will be considered  a  Top  Heavy
             Plan  if the Permissive Aggregation Group is  a  Top
             Heavy  Group.  No plan in the Permissive Aggregation
             Group  will  be considered a Top Heavy Plan  if  the
             Permissive  Aggregation Group is  not  a  Top  Heavy
             Group.

                     3)   Only  those  plans of the  Employer  in
             which  the Determination Dates fall within the  same
             calendar  year  shall  be  aggregated  in  order  to
             determine whether such plans are Top Heavy Plans.

                     4)   An Aggregation Group shall include  any
             terminated   plan  of  the  Employer   if   it   was
             maintained within the last five (5) years ending  on
             the Determination Date.

         (e)"Determination Date" means (a) the last  day  of  the
         preceding  Plan Year, or (b) in the case  of  the  first
         Plan Year, the last day of such Plan year.

         (f)present Value of Accrued Benefit:  In the case  of  a
         defined  benefit plan a Participant's Present  Value  of
         Accrued  Benefit  shall  be  as  determined  under   the
         provisions of the applicable defined benefit plan.   The
         Accrued  Benefit  of  an  Employee  (other  than  a  Key
         Employee) shall be determined under the method which  is
         used  for general purposes for all plans of the Employer
         or,  if  there  is no method so described,  as  if  such
         benefit  accrued  not  more  rapidly  than  the  slowest
         benefit accrued under Code Section 411(b)(1)(c).

         (g)"Top  Heavy  Group"  means an  Aggregation  group  in
         which, as of the Determination Date the sum of:

                     1)  the Present Value of Accrued Benefits of
             Key   Employees  under  all  defined  benefit  plans
             included in the group, and

                     2)   the Aggregate Accounts of Key Employees
             under  all  defined contribution plans  included  in
             the  group exceeds sixty percent (60%) of a  similar
             sum determined for all Participants.

7.3  Minimum Allocations

         (a)Minimum  Allocation  Required  for  Top  Heavy   Plan
         Years:   Notwithstanding the provisions of Section  4.14
         for  any  Top Heavy Plan Year, the sum of the Employer's
         contributions   and   Forfeitures   allocated   to   the
         Participant's Combined Account of each Non-Key  Employee
         shall  be equal to at least three percent (3%)  of  such
         Non-Key Employee's "415 Compensation".  However, if  (i)
         the  sum of the Employer's contributions and Forfeitures
         allocated to the Participant's Combined Account of  each
         Key  Employee for such Top Heavy Plan Year be less  than
         three   percent   (3)  of  each  Key   Employee's   "415
         Compensation" and (ii), this Plan is not required to  be
         included  in  an Aggregation Group to enable  a  defined
         benefit  plan  to meet the requirements of Code  Section
         401(a)(4)   or   410,   the  sum   of   the   Employer's
         contributions   and   Forfeitures   allocated   to   the
         Participant's Account of each Non-Key Employee shall  be
         equal  to  the  largest  percentage  allocated  to   the
         Participant's  Combined Account of  each  Key  Employee.
         However,  in determining whether a Non-Key Employee  has
         received   the  required  minimum  allocation  contained
         herein,  any  Employer contribution  attributable  to  a
         salary  reduction or similar arrangement  shall  not  be
         taken into account.

             Except however, no such minimum allocation shall  be
         required  in  this  Plan for any  Non-Key  Employee  who
         participates   in  another  defined  contribution   plan
         subject  to Code Section 412 included with this Plan  in
         a Required Aggregation Group.

         (b)For  purposes  of the minimum allocations  set  forth
         above,  the  percentage allocated to  the  Participant's
         Account of any Key Employee shall be equal to the  ratio
         of   the   sum   of  the  Employer's  contribution   and
         Forfeitures  allocated on behalf of  such  Key  Employee
         divided   by  the  "415  Compensation"  for   such   Key
         Employee.

         (c)For  any Top Heavy Plan Year, the minimum allocations
         set  forth above shall be allocated to the Participant's
         Account  of  all Non-Key Employees who are  participants
         and who are employed by the Employer on the last day  of
         the Plan year, including Non-Key Employees who have:

                    1)  failed to complete a Year of Service and

                     2)  declined to make mandatory contributions
             (if required) to the Plan, and

                     3)  been excluded from participation because
             of their level of Compensation.

         (d)In  lieu  of the above, in any Plan Year in  which  a
         Non-Key Employee is a Participant in both this Plan  and
         a  defined  benefit pension plan included in a  Required
         Aggregation  Group  which  is top  heavy,  the  Employer
         shall  not be required to provide such Non-Key  Employee
         with   both  the  full  separate  defined  benefit  plan
         minimum   benefit   and   the  full   separate   defined
         contribution plan minimum allocation.

             Therefore, for any Plan Year when the Plan is a  Top
         Heavy  Plan, Non-Key Employees who are participating  in
         this  Plan and a defined benefit plan maintained by  the
         Employer   shall  receive  a  minimum  monthly   accrued
         benefit  in  the  defined  benefit  plan  equal  to  the
         product   of   (1)   one-twelfth   (1/12th)   of    "415
         Compensation"  averaged  over  a  five  (5)  consecutive
         "limitation  years"  (or actual  "limitation  years"  if
         less)  which  produce the highest average  and  (2)  the
         lesser  of (i) two percent (2%) multiplied by  Years  of
         Service  when  the  Plan is top  heavy  or  (ii)  twenty
         percent (20%).

         (e)For  the  purposes of this Section "415 Compensation"
         shall  be  as  defined in Section 4.14(d) but  including
         amounts  contributed  by  the  Employer  pursuant  to  a
         salary  reduction  agreement which are  excludable  from
         the  Employee's  gross income under Code  Sections  125,
         402(a)(8), 402(h) or 403(b).
                          ARTICLE VIII

                            TRUSTEE



8.1  The  Employer  shall select an individual or individuals  or
     institution  to serve as Trustee.  The Trustee  shall  be  a
     fiduciary  and  shall  be responsible for  the  control  and
     management of any assets of the Plan.

8.2  The  Trustee  shall receive, hold, invest and  reinvest  all
     contributions and monies of the Plan.  Investments shall  be
     limited to property of a character which is consistent  with
     the  Code  for  investments  under  qualified  plans.   Such
     investments  shall  be  made from contributions  and  monies
     directed to the Plan.

8.3  The Trustee may also:

         (a)Apply  for,  purchase, hold  and  own  any  insurance
         policies in accordance with Plan provisions;

         (b)Invest   in  any  general  and  separate   investment
         accounts maintained and administered by an insurer  from
         monies   held  in  connection  with  qualified  employee
         retirement  plans,  and to determine the  allocation  of
         contributions among such accounts;

         (c)Invest  in  bonds,  common and preferred  stocks  and
         other   securities   including   shares   of   open-end,
         management-type investment companies or unit  investment
         trusts  as  defined  by the Investment  Company  Act  of
         1940;

         (d)Sell  for cash or credit at public or private  sales,
         exercise  rights, convert, redeem, exchange or otherwise
         dispose of investments in the Trust Fund;

         (e)Hold  any part of the Trust Fund invested and deposit
         same with any banking institution;

         (f)Join  in,  dissent from or oppose any reorganization,
         recapitalization,   consolidation,   sale   or    merger
         affecting investments held;

         (g)Vote  stocks  and  other votable investments  through
         proxies  or  voting trusts on discretionary as  well  as
         ministerial matters;

         (h)Carry  investments  in  the  name  of  a  nominee  or
         nominees or in bearer form, and

         (i)Do  all  such acts as the Trustee may deem  necessary
         to administer the Trust Fund.

     In  making  investments, the Trustee has a wide latitude  in
     the selection of investments and shall not be restricted  to
     securities  or  other property of a character authorized  or
     required  by applicable law for such investments.   However,
     the  Trustee shall exercise the judgment and care under  the
     circumstances  then  prevailing,  which  men  of   prudence,
     discretion  and  intelligence  familiar  with  such  matters
     exercise  in  a  like  situation and  shall  diversify  such
     investments so as to minimize the risk of large losses.   If
     two  or  more  persons are designated as  Trustee,  each  is
     required  to use reasonable care to insure that  his  fellow
     trustees do not breach their responsibilities.  The  Trustee
     may  delegate  any  of  his ministerial  powers  and  duties
     hereunder to his agents and other persons.

8.4  Any  Trustee may resign at any time by giving 60 days notice
     in  writing  to the Employer.  The Employer may  remove  any
     Trustee  at  any  time upon 60 days written  notice  to  the
     Trustee.   In  the  case of resignation or  removal  of  any
     Trustee, the Employer may appoint a successor Trustee.   The
     appointment  of  a successor Trustee shall become  effective
     upon  his  acceptance in writing addressed to the  Employer,
     and  upon such acceptance, such Trustee shall be vested with
     all the rights, powers and duties of his predecessor.

8.5  Any  instrument executed by the Employer, Participant or his
     Beneficiary  shall be received by the Trustee as  conclusive
     evidence  of  any matters mentioned in the instrument.   The
     Trustee  as conclusive evidence of any matters mentioned  in
     the  instrument.   The Trustee shall be fully  protected  in
     taking,  permitting or omitting any action  in  reliance  on
     the   instrument   and   shall   incur   no   liability   or
     responsibility for so doing.

8.6  If  more  than one person has been designated and serves  as
     Trustee,  the signature of any one trustee may  be  accepted
     by  any  interested  party as conclusive evidence  that  the
     Trustee  has  duly authorized the action therein  set  forth
     and  as  representing the will of and binding upon  all  the
     said  trustees.   No  person  receiving  such  documents  or
     dealing with any of the said trustees in good faith  and  in
     reliance  thereon shall be obliged to ascertain the validity
     of such action under the terms of the Plan.
                           ARTICLE IX

               AMENDMENT, TERMINATION AND MERGERS



9.1  Amendment

     The  Employer shall have the right at any time to amend this
     Plan.   However, no such amendment shall authorize or permit
     any  part  of  the Trust Fund (other than such  part  as  is
     required  to  pay taxes and administration expenses)  to  be
     used  for  or  diverted  to  purposes  other  than  for  the
     exclusive   benefit   of   the   Participants    or    their
     Beneficiaries or estates; no such amendment shall cause  any
     reduction  in  the  amount credited to the  account  of  any
     Participant   or  reduce  the  vested  percentage   of   any
     Participant,  or cause or permit any portion  of  the  Trust
     Fund  to  revert to or become the property of the  Employer;
     and  no  such amendment which affects the rights, duties  or
     responsibilities  of  the Trustee and Administrator  may  be
     made  without the Trustee's and the Administrator's  written
     consent.   Any  such  amendment shall  become  effective  as
     provided therein upon its execution.  The Trustee shall  not
     be  required to execute any such amendment that affects  the
     duties of the trustee hereunder.

     For  the  purposes of this Section, a Plan  amendment  which
     has  the  effect of eliminating an optional form of  benefit
     or  decreasing,  or  eliminating any retirement  benefit  or
     retirement  subsidy  (as provided in  Treasury  Regulations)
     shall  be  treated as reducing the amount  credited  to  the
     account of a Participant.

9.2  Termination

     The  Employer shall have the right at any time to  terminate
     the  Plan  by  delivering to the Trustee  and  Administrator
     written    notice   of   such   termination.    A   complete
     discontinuance of the Employer's contributions to  the  Plan
     shall  be  deemed  to  constitute a termination.   Upon  any
     termination (full or partial) or complete discontinuance  of
     contributions, as determined under Regulations  all  amounts
     credited  to  the  affected Participant's Aggregate  Account
     shall  become  100%  vested  and  shall  not  thereafter  be
     subject  to Forfeiture.  Upon such termination of the  Plan,
     the   Employer,  by  written  notice  to  the  Trustee   and
     Administrator,  shall direct complete  distribution  of  the
     assets in the Trust Fund to the Participants, in cash or  in
     kind,  in  one distribution as soon as practicable; provided
     however,  that  any  distribution  made  pursuant  to   this
     Section  shall be subject to the rights of consent  afforded
     to the Participant's spouse pursuant to Section 6.5.

9.3  Merger Or Consolidation

     This  Plan and Trust may be merged or consolidated with,  or
     its  assets  and/or  liabilities may be transferred  to  any
     other  Plan  and Trust only if the benefits which  would  be
     received  by a Participant of this Plan, in the event  of  a
     termination  of  the Plan immediately after  such  transfer,
     merger  or consolidation, are at least equal to the benefits
     the   Participant  would  have  received  if  the  Plan  had
     terminated  immediately  before  the  transfer,  merger   or
     consolidation.
                           ARTICLE X

                         MISCELLANEOUS



10.1 Participant's Rights

     This  Plan  shall  not  be deemed to constitute  a  contract
     between  the  Employer  and  any  Participant  or  to  be  a
     consideration  or  an inducement for the employment  of  any
     participant  or Employee.  Nothing contained  in  this  Plan
     shall  be  deemed  to give any participant or  Employee  the
     right  to be retained in the service of the Employer  or  to
     interfere  with the right of the Employer to  discharge  any
     Participant  or  Employee  at any  time  regardless  of  the
     effect  which  such  discharge shall  have  upon  him  as  a
     Participant of this Plan.

10.2 Alienation

         (a)Subject to the exceptions provided below, no  benefit
         which  shall  be payable out of the Trust  Fund  to  any
         person  (including  a  Participant or  his  Beneficiary)
         shall   be   subject  in  any  manner  to  anticipation,
         alienation,   sale,   transfer,   assignment,    pledge,
         encumbrance  or  charge and any attempt  to  anticipate,
         alienate,  sell, transfer, assign, pledge,  encumber  or
         charge  the  same  shall be void; and  no  such  benefit
         shall  in  any  manner be liable for or subject  to  the
         debts,  contracts, liabilities, engagements or torts  of
         any  such  person, nor shall it be subject to attachment
         or  legal  process for or against such  person  and  the
         same  shall not be recognized by the Trustee, except  to
         such extent as may be required by law.

         (b)This  provision  shall not  apply  to  the  extent  a
         Participant or Beneficiary is indebted to the  Plan  for
         any  reason  under any provision of this Agreement.   At
         the  time  a  distribution is to be made  to  or  for  a
         Participant's or Beneficiary's benefit, such  proportion
         of  the amount distributed shall equal such indebtedness
         shall  be  paid  by the Trustee to the  Trustee  or  the
         Administrator,  at  the discretion of the Administrator,
         to  apply against or discharge such indebtedness.  Prior
         to   making   payment,  however,  the   Participant   or
         Beneficiary  must  be  given  written  notice   by   the
         Administrator that such indebtedness is to  be  deducted
         in   whole  or  part  from  his  Participant's  Combined
         Account.   If  the Participant or Beneficiary  does  not
         agree  that  the indebtedness is a valid claims  against
         his  vested Participant's Combined Account, he shall  be
         entitled  to  a review of the validity of the  claim  in
         accordance  with  procedures provided in  Sections  2.10
         and 2.11.

         (c)This  provision  shall  not  apply  to  a  "qualified
         domestic  relations  order"  defined  in  Code   Section
         414(p) and domestic relations orders permitted to be  so
         treated  under  the provisions of the Retirement  Equity
         Act  of  1984.   The  Administrator  shall  establish  a
         written  procedure to determine the qualified status  of
         domestic  relations  orders and to  distributions  under
         such  qualified orders.  Further, to the extent provided
         under  a "qualified domestic relations order", a  former
         spouse  of a Participant shall be treated as the  spouse
         or surviving spouse for all purposes under the Plan.

10.3 Construction Of Plan

     This  Plan  and Trust shall be construed under laws  of  the
     State  of  New Jersey other than its laws respecting  choice
     of  law,  to  the extent not preempted by the Act  or  other
     Federal law.

10.4 Gender And Number

     Wherever  any  words  are  used  herein  in  the  masculine,
     feminine or neuter gender they shall be construed as  though
     they  were  also used in another gender in all  cases  where
     they  would so apply, and whenever any words are used herein
     in  the singular or plural form, they shall be construed  as
     though  they were also used in the other form in  all  cases
     where they would so apply.

10.5 Legal Action

     In  the  event  any  claim, suit or  proceeding  is  brought
     regarding  the  Trust and/or Plan established hereunder  and
     the  claim, suit or proceeding is resolved in favor  of  the
     Trustee  or  Administrator they  shall  be  entitled  to  be
     reimbursed  from  the  Trust Fund for  any  and  all  costs,
     attorney's  fees  and  other  expenses  pertaining   thereto
     incurred by them for which they shall have become liable.

10.6 Prohibition Against Diversion Of Funds

         (a)Except  as  provided below and otherwise specifically
         permitted  by  law, it shall be impossible by  operation
         of  the  Plan or of the Trust, by termination of either,
         by  power  of revocation or amendment, by the  happening
         of  any contingency, by collateral arrangement or by any
         other  means,  for any part of the corpus of  income  of
         any  trust fund maintained pursuant to the Plan  or  any
         funds contributed thereto to be used for or diverted  to
         purposes   other   than   the   exclusive   benefit   of
         Participants,    Retired    Participants    or     their
         Beneficiaries.

         (b)In  the  event the Employer shall make  an  excessive
         contribution  under  a  mistake  of  fact  pursuant   to
         Section  403(c)(2)(A)  of  the  Act,  the  Employer  may
         demand  repayment of such excessive contribution at  any
         time  within one (1) year following the time of  payment
         and  the  Trustees  shall  return  such  amount  to  the
         Employer   may   demand  repayment  of  such   excessive
         contribution  at  any time within one (1)  year  period.
         Earnings   of  the  Plan  attributable  to  the   excess
         contribution  may  not be returned to the  Employer  but
         any  losses attributable thereto must reduce the  amount
         so returned.

         (c)All    contributions   shall   be   conditioned    on
         deductibility.  Any contribution determined  not  to  be
         deductible can be returned to the Employer.

         (d)Notwithstanding  any  provision  to   the   contrary,
         except Sections 3.7 and 4.1(d), any contribution by  the
         Employer  to  the  Trust Fund is  conditioned  upon  the
         deductibility of the contribution by the Employer  under
         the  Code  and  to  the  extent any  such  deduction  is
         disallowed,  the  Employer  may  within  one  (1)   year
         following  a  final  determination of the  disallowance,
         whether  by agreement with the Internal Revenue  Service
         or   by   final   decision  of  a  court  of   competent
         jurisdiction,   demand  repayment  of  such   disallowed
         contribution   and   the  Trustee  shall   return   such
         contribution   within  one  (1)   year   following   the
         disallowance.  Earnings of the Plan attributable to  the
         excess   contribution  may  not  be  returned   to   the
         Employer,  but  any  losses  attributable  thereto  must
         reduce the amount so returned.

10.7 Bonding

     Every  Fiduciary, except a bank or an insurance  company  as
     described  under  Section  412(a)(2)  of  the  Act,   unless
     exempted  by  the Act and regulations thereunder,  shall  be
     bonded  in an amount not less than 10% of the amount of  the
     funds  such  Fiduciary handles; provided however,  that  the
     minimum  bond shall be $1,000 and the maximum bond $500,000.
     The  amount  of  funds handled shall be  determined  at  the
     beginning  of each Plan Year by the amount of funds  handled
     by  such  person,  group or class to be  covered  and  their
     predecessors, if any, during the preceding Plan  Year.   The
     bond  shall provide protection to the Plan against any  loss
     by  reason  of acts of fraud or dishonesty by the  Fiduciary
     alone or in connivance with others.  The surety shall  be  a
     corporate  surety company (as such term is used  in  Section
     412(a)(2)  of  the Act), and the bond shall  be  in  a  form
     approved   by   the  Secretary  of  Labor.   Notwithstanding
     anything  in  the  Plan to the contrary, the  cost  of  such
     bonds  shall  be an expense of and may, at the  election  of
     the  Administrator be paid from the Trust  Fund  or  by  the
     Employer.

10.8 Receipt And Release For Payments

     Any  payment  to  any Participant, his legal representative,
     Beneficiary  or to any guardian or committee  appointed  for
     such  participant  or  Beneficiary in  accordance  with  the
     provisions of the Plan shall, to the extent thereof,  be  in
     full  satisfaction  of  all  claims  hereunder  against  the
     Trustee  and  the Employer, either of whom may require  such
     Participant, legal representative, Beneficiary, guardian  or
     committee  as  a  condition precedent to  such  payment,  to
     execute a receipt and release thereof in such form as  shall
     be determined by the Trustee or Employer.

10.9 Action By The Employer

     Whenever  the  Employer  under the  terms  of  the  Plan  is
     permitted or required to do or perform any act or matter  or
     thing,  it  shall  be done and performed by  a  person  duly
     authorized by its legally constituted authority.

10.10Named Fiduciaries And Allocation Of Responsibility

     The  "named Fiduciaries" of this Plan are (1) the  Employer,
     (2)  the  Administrator  and (3)  the  Trustee.   The  named
     Fiduciaries  shall have only those specific powers,  duties,
     responsibilities  and obligations as are specifically  given
     them  under  the Plan.  In general, the Employer shall  have
     the   sole   responsibility  for  making  the  contributions
     provided  for  under Section 4.1; and shall  have  the  sole
     authority   to   appoint  and  remove   the   Trustee,   the
     Administrator  and  any  Investment  Manager  which  may  be
     provided  for  under  the  Plan;  to  formulate  the  Plan's
     "funding  policy and method"; and to amend or terminate,  in
     whole  or  in part, the Plan.  The Administrator shall  have
     the  sole responsibility for the administration of the Plan,
     which  responsibility is specifically described in the Plan.
     The   Trustee   shall   have  the  sole  responsibility   of
     management of the assets held under the Trust, except  those
     assets  the  management of which has  been  assigned  to  an
     Investment Manager, who shall be solely responsible for  the
     management   of   the  assets  assigned  to   it,   all   as
     specifically  provided in the Plan.   Each  named  Fiduciary
     warrants  that  any directions given, information  furnished
     or  action  taken  by  it shall be in  accordance  with  the
     provisions  of the Plan, authorizing or providing  for  each
     direction,  information or action.  Furthermore, each  named
     Fiduciary  may rely upon any such direction, information  or
     action of another named Fiduciary as being proper under  the
     Plan and is not required under the Plan to inquire into  the
     propriety of any such direction, information or action.   It
     is  intended under the Plan that each named Fiduciary  shall
     be  responsible for the proper exercise of its  own  powers,
     duties,  responsibilities and obligations  under  the  Plan.
     No  named Fiduciary guarantees the Trust Fund in any  manner
     against  investment  loss or depreciation  in  asset  value.
     Any  person  or  group may serve in more than one  Fiduciary
     capacity.

10.11Uniformity

     All  provisions  of  this  Plan  shall  be  interpreted  and
     applied in a uniform, nondiscriminatory manner.

10.12Headings

     The   headings  and  subheadings  of  this  Plan  have  been
     inserted for convenience of reference and are to be  ignored
     in any construction of the provisions hereof.

                           ARTICLE XI

                    PARTICIPATING EMPLOYERS



11.1 Adoption By Other Employers

     Notwithstanding  anything  herein  to  the  contrary,   with
     consent  of  the Employer and Trustee, any other corporation
     or  entity, whether an affiliate or subsidiary or  not,  may
     adopt  this  Plan and all provisions hereof and  participate
     herein  and  be  known  as a Participating  Employer,  by  a
     property  executed document evidencing said intent and  will
     of such Participating Employer.

11.2 Requirements Of Participating Employers

         (a)Each  such Participating Employer shall  be  required
         to use the same Trustee as provided in this Plan.

         (b)The  Trustee  may,  but shall  not  be  required  to,
         commingle,  hold  and  invest  as  one  Trust  Fund  all
         contributions  made by Participating Employers  as  well
         as all increments thereof.

         (c)The  transfer  of  any  Participant  from  or  to  an
         Employer  participating in this Plan, whether he  be  an
         Employee  of  the Employer or a Participating  Employer,
         shall  not  affect such Participant's rights  under  the
         Plan  and  all  amounts credited to  such  Participant's
         Account,  as well as his accumulated service  time  with
         the  transferor  or  predecessor,  and  his  length   of
         participation in the Plan shall continue to his credit.

         (d)All  rights  and values forfeited by  termination  of
         employment  shall  inure only  to  the  benefit  of  the
         Employee-Participants of the Participating  Employer  by
         which  the  forfeiting Participant was employed,  except
         if  the Forfeiture is for an Employee whose Employer  is
         a  member  of  an affiliated or controlled  group,  then
         said   Forfeiture   shall   be   allocated   based    on
         Compensation    t    all   Participant    Accounts    of
         Participating   Employers  who  are   members   of   the
         affiliated  or controlled group.  Should an Employee  of
         one  ("First") Employer be transferred to an  associated
         ("Second")  Employer  (the  Employer,  an  affiliate  or
         subsidiary), such transfer shall not cause  his  account
         balance   (generated  while  an  Employee   of   "First"
         Employer)  in  any  manner  or  by  any  amount  to   be
         forfeited.  Such Employee's Participant Account  balance
         for  all  purposes  of  the Plan,  including  length  of
         service,  shall be considered as though  he  had  always
         been  employed by the "Second" Employer and as such  has
         received  contributions, forfeitures, earnings  or  loss
         and  appreciated  or  depreciation in  value  of  assets
         totaling amount so transferred.

         (e)  Any  expenses of the Trust which are to be paid  by
         the  Employer or borne by the Trust Fund shall  be  paid
         by  each  Participating Employer in the same  proportion
         that  the  total amount standing to the  credit  of  all
         Participants  employed  by such Employer  bears  to  the
         total standing to the credit of all Participants.

11.3 Designation Of Agent

     Each  Participating Employer shall be deemed to be  part  of
     this  Plan; provided however, that with respect  to  all  of
     its  relations  with the Trustee and Administrator  for  the
     purpose  of this Plan, each Participating Employer shall  be
     deemed  to have designated irrevocably the Employer  as  its
     agent.   Unless  the  context of the Plan clearly  indicates
     the  contrary,  the  word  "Employer"  shall  be  deemed  to
     include  each  Participating  Employer  as  related  to  its
     adoption of the Plan.

11.4 Employee Transfers

     It  is  anticipated  that  an Employee  may  be  transferred
     between  Participating Employers and in  the  event  of  any
     such  transfer, the Employee involved shall carry with  him,
     his  accumulated service and eligibility.  No such  transfer
     shall  effect a termination of employment hereunder and  the
     Participating Employer to which the Employee is  transferred
     shall  thereupon become obligated hereunder with respect  to
     such  Employee  in the same manner as was the  Participating
     Employer from whom the Employee was transferred.

11.5 Participating Employers Contributions

     Any  contribution or Forfeiture subject to allocation during
     each Plan Year shall be allocated among all Participants  of
     all   Participating   Employers  in  accordance   with   the
     provisions  of  this Plan.  On the basis of the  information
     furnished  by  the  Administrator, the  Trustee  shall  keep
     separate  books and records concerning the affairs  of  each
     Participating Employer hereunder and as to the accounts  and
     credits  of  the  Employees of each Participating  Employer.
     The  Trustee may, but need not, register Contracts so as  to
     evidence  that  a particular Participating Employer  is  the
     interested  Employer  hereunder, but  in  the  event  of  an
     Employee   transfer  from  one  Participating  Employer   to
     another,  the  employing Employer shall  immediately  notify
     the Trustee thereof.

11.6 Amendment

     Amendment  of  this Plan by the Employer at  any  time  when
     there  shall  be  a Participating Employer hereunder,  shall
     only   be   by  the  written  action  of  each   and   every
     participating Employer and with the consent of  the  Trustee
     where  such  consent  is necessary in  accordance  with  the
     terms of this Plan.

11.7 Discontinuance of Participation

     Any   Participating   Employer   shall   be   permitted   to
     discontinue  or revoke its participation in  the  Plan.   At
     the   time   of   any  such  discontinuance  or  revocation,
     satisfactory   evidence  thereof  and  of   any   applicable
     conditions  imposed shall be delivered to the Trustee.   The
     Trustee  shall  thereafter  transfer,  deliver  and   assign
     Contracts  and  other  Trust Fund assets  allocable  to  the
     Participants  of  such Participating Employer  to  such  new
     Trustee  as shall have been designated by such Participating
     Employer,  in  the  event  it  has  established  a  separate
     pension  plan  for  its  Employees.   If  no  successor   is
     designated,  the Trustee shall retain such  assets  for  the
     Employees  of  said Participating Employer pursuant  to  the
     provisions  of Article VIII hereof.  In no such event  shall
     any  part of the corpus or income of the Trust as it relates
     to  such  Participating Employer be used for,  or  delivered
     for  purposes  other than for the exclusive benefit  of  the
     Employees of such Participating Employer.

11.8 Administrator's Authority

     The  Administrator shall have the authority to make any  and
     all   necessary  rules  or  regulations  binding  upon   all
     Participating  Employers and all Participants to  effectuate
     the purpose of this Article.

11.9 Participating Employer Contribution For Affiliate

     If  any Participating Employer is prevented in whole  or  in
     part  from making a contribution to the Trust Fund which  it
     would  otherwise  have  made under the  Plan  by  reason  of
     having  no  current or accumulated earnings or  profits,  or
     because   such  earnings  or  profits  are  less  than   the
     contribution  which  it  would  otherwise  have  made,  then
     pursuant  to  Code  Section  404(a)(3)(B)  so  much  of  the
     contribution  which  such  Participating  Employer  was   so
     prevented  from  making may be made for the benefit  of  the
     participating employees of such Participating  Employer,  by
     the  other  Participating Employers who are members  of  the
     same  affiliated  group within the meaning of  Code  Section
     1504  to the extent of their current or accumulated earnings
     or  profits,  except  that such contribution  by  each  such
     other  Participating  Employer  shall  be  limited  to   the
     proportion of its total current and accumulated earnings  or
     profits  remaining after adjustment for its contribution  to
     the  Plan  made without regard to this paragraph  which  the
     total prevented contribution bears to the total current  and
     accumulated  earnings  or profits of all  the  Participating
     Employers  remaining after adjustment for all  contributions
     made to the Plan without regard to this paragraph.

     A  Participating  Employer on behalf of  whose  employees  a
     contribution  is  made shall not reimburse the  contributing
     participating Employers.


IN  WITNESS  WHEREOF,  this Agreement has been  executed  on  the
11 day of October, 1994.




BY  /s/ Catherine F. Higgins